SC TO-I

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )

TYCO INTERNATIONAL LTD.
(Name of Subject Company (Issuer))

TYCO INTERNATIONAL LTD.
(Name of Filing Persons (Offeror))

Liquid Yield Option™ Notes due 2020 (Zero Coupon-Senior)
(Title of Class of Securities)

902124 AC 0
902124 AA 4
(CUSIP Number of Class of Securities)

William B Lytton, Esq.
c/o Tyco International (US) Inc.
273 Corporate Drive, Suite 100
Portsmouth, NH 03801
(603) 334-3900

(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

with a copy to:

Thomas Wardell, Esq.
McKenna Long & Aldridge LLP
303 Peachtree Street, Suite 5300
Atlanta, GA 30308
(404) 527-4000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$2,481,209,132	$200,730

*

Calculated solely for purposes of determining the filing fee. The purchase price of the Liquid Yield Option™ Notes due 2020 (Zero Coupon-Senior), as described herein, is $775.66 per $1,000 principal amount at maturity outstanding. As of October 15, 2003, there was approximately $3,198.8 million in aggregate principal amount at maturity outstanding, resulting in an aggregate maximum purchase price of $2,481,209,132.

**

The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $80.90 for each $1,000,000 of the value of the transaction.

o

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not applicable	Filing Party:	Not applicable
Form or Registration No.:	Not applicable	Date Filed:	Not applicable

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

o third-party tender offer subject to Rule 14d-1.	o going-private transaction subject to Rule 13e-3.
ý issuer tender offer subject to Rule 13e-4.	o amendment to Schedule 13D under Rule 13d-2.

        Check the following box if the filing is a final amendment reporting the results of the tender offer:    o

INTRODUCTORY STATEMENT

        This Tender Offer Statement on Schedule TO-I ("Schedule TO-I") is filed by Tyco International Ltd., a company organized under the laws of Bermuda (the "Company"), and relates to the offer by the Company to purchase, at the option of the holder (the "Put Option"), the Liquid Yield Option™ Notes due 2020 (Zero Coupon-Senior) issued by the Company on November 17, 2000 (the "Securities"), upon the terms and subject to the conditions set forth in the Indenture (as defined below), the Company Notice dated October 17, 2003 (the "Company Notice"), the Securities and the related offer materials filed as Exhibits to this Schedule TO-I (which Company Notice and related offer materials, as amended or supplemented from time to time, collectively constitute the "Option Materials"). The Securities were issued pursuant to an Indenture, dated as of November 17, 2000 (the "Indenture"), between the Company and U.S. Bank National Association (as successor trustee to State Street Bank and Trust Company, N.A.), a national banking association organized and existing under the laws of the United States of America, as Trustee ("Trustee"), as amended by the Supplemental Indenture No. 1 dated as of October 17, 2003, by and among the Company and the Trustee.

        The Put Option will expire at 5:00 p.m., New York City time, on Monday, November 17, 2003. This Schedule TO-I is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

        The terms "Liquid Yield Option" and "LYONs" are trademarks of Merrill Lynch & Co., Inc.

Items 1 through 9.

        The Company is the issuer of the Securities and is offering to purchase all of the Securities if tendered by the holders under the terms and subject to the conditions set forth in the Indenture, the Company Notice, the Securities and the related Option Materials. The Securities are convertible into common shares, nominal value $0.20 per share, of the Company (the "Common Shares) upon the occurrence of certain conditions set forth in the Indenture and paragraph 8 of the Securities. The Company maintains its registered and principal executive offices at Second Floor, 90 Pitts Bay Road, Pembrook HM 08, Bermuda, and the executive offices of the Company's principal United States subsidiaries are located at 273 Corporate Drive, Suite 100, Portsmouth, New Hampshire 03801. The telephone number there is (603) 334-3900. As permitted by General Instruction F to Schedule TO-I, all of the information set forth in the Option Materials is incorporated by reference into this Schedule TO-I.

Item 10. Financial Statements.

        (a)   Pursuant to Instruction 2 in Item 10 to Schedule TO-I, the Company believes that its financial condition is not material to a holder's decision whether to put the Securities to the Company because the consideration being paid to holders surrendering Securities consists solely of cash, the Put Option is not subject to any financing conditions, the Put Option applies to all outstanding Securities and the Company is a public reporting company that files reports electronically on EDGAR. The financial condition and results of operations of the Company and its subsidiaries are reported electronically on EDGAR on a consolidated basis.

        (b)   Not applicable.

Item 11. Additional Information.

(a)

Not applicable.



(b)

Not applicable.

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Item 12. Exhibits.

Exhibit No.	Description
(a)(1)(A)	Company Notice to Holders of Tyco International Ltd. Liquid Yield Option™ Notes due 2020 (Zero Coupon-Senior), dated October 17, 2003.
(a)(1)(B)	Form of Purchase Notice.
(a)(1)(C)	Form of Notice of Withdrawal.
(a)(1)(D)	Substitute Form W-9.
(a)(1)(E)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(5)(A)	Press Release issued by Tyco International Ltd. on October 17, 2003.
(b)	Not applicable.
(d)(1)	Indenture, dated as of November 17, 2000, between Tyco International Ltd. and State Street Bank and Trust Company, N.A., incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (File No. 333-51548), as filed with the Securities and Exchange Commission on December 8, 2000.
(d)(2)	Supplemental Indenture No. 1 dated as of October 17, 2003, by and among the Company and U.S. Bank National Association (as successor trustee to State Street Bank and Trust Company, N.A.).
(g)	Not applicable.
(h)	Not applicable.

Item 13. Information Required by Schedule 13E-3.

(a)

Not applicable.

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SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TYCO INTERNATIONAL LTD.
By: /s/ David J. FitzPatrick
	Name:	David J. FitzPatrick
	Title:	Executive Vice President and Chief Financial Officer

Dated: October 17, 2003

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EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Company Notice to Holders of Tyco International Ltd. Liquid Yield Option™ Notes due 2020 (Zero Coupon-Senior), dated October 17, 2003.
(a)(1)(B)	Form of Purchase Notice.
(a)(1)(C)	Form of Notice of Withdrawal.
(a)(1)(D)	Substitute Form W-9.
(a)(1)(E)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(5)(A)	Press Release issued by Tyco International Ltd. on October 17, 2003.
(b)	Not applicable.
(d)(1)	Indenture, dated as of November 17, 2000, between Tyco International Ltd. and State Street Bank and Trust Company, N.A., incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (File No. 333-51548), as filed with the Securities and Exchange Commission on December 8, 2000.
(d)(2)	Supplemental Indenture No. 1 dated as of October 17, 2003, by and among the Company and U.S. Bank National Association (as successor trustee to State Street Bank and Trust Company, N.A.).
(g)	Not applicable.
(h)	Not applicable.

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INTRODUCTORY STATEMENT
SIGNATURE
EXHIBIT INDEX

EX-99.(A)(1)(A)

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Exhibit 99(a)(1)(A)

TYCO INTERNATIONAL LTD.
COMPANY NOTICE
TO HOLDERS OF
TYCO INTERNATIONAL LTD.
LIQUID YIELD OPTION™ NOTES DUE 2020
(ZERO COUPON—SENIOR)
CUSIP Nos.: 902124 AC 0 and 902124 AA 4

        NOTICE IS HEREBY GIVEN to Holders of Tyco International Ltd. Liquid Yield Option™ Notes Due 2020 (Zero Coupon-Senior) (the "Securities") under that Indenture dated as of November 17, 2000, as amended by Supplemental Indenture No. 1 dated as of October 17, 2003 (together, the "Indenture"), by and between Tyco International Ltd., a company organized under the laws of Bermuda (the "Company"), and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America (the "Paying Agent"), as successor trustee to State Street Bank and Trust Company, N.A.

        This notice is being sent to Holders pursuant to Section 3.8 of the Indenture. Capitalized terms used in this Notice, unless otherwise defined herein, shall have the meanings given such terms in the Indenture.

        At your option (the "Put Option"), you may require the Company to purchase your Securities, subject to the terms and conditions of the Indenture, on Monday, November 17, 2003 (the "Purchase Date"). The purchase price payable in respect of a Security is $775.66 per $1,000 Principal Amount at maturity of the Securities (the "Purchase Price"), subject to the terms and conditions of the Indenture, the Securities and the Company Notice and related offer materials, as amended and supplemented from time to time (the "Option Materials").

        The Company shall pay the Purchase Price in cash.

        If you elect to require the Company to repurchase your Securities at the Purchase Price, you must do so by tendering a Purchase Notice to the Paying Agent (and not withdrawing such Purchase Notice as provided below), according to the terms of the Indenture, prior to 5:00 p.m., New York City time, on November 17, 2003. The right of Holders to surrender Securities for purchase in the Put Option expires at 5:00 p.m., New York City time on November 17, 2003.

        Securities surrendered for purchase may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Purchase Date by means of a written notice of withdrawal delivered to the office of the Paying Agent, specifying: (i) the certificate number of the Securities with respect to which such notice of withdrawal is being submitted; (ii) the Principal Amount of the Securities with respect to which such notice of withdrawal is being submitted; and (iii) the Principal Amount, if any, of such Securities which remain subject to the original Purchase Notice, and which have been or will be delivered for purchase by the Company.

        The Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later to occur of November 18, 2003 (the Payment Date) or the Paying Agent's receipt of the surrendered Securities.

        The addresses for the Paying Agent are as follows:

By Hand:	By Registered or Certified Mail or Overnight Courier:
U.S. Bank National Association	U.S. Bank National Association
West Side Flats Operations Center	West Side Flats Operations Center
Corporate Trust Services	Corporate Trust Services
60 Livingston Avenue	60 Livingston Avenue
1st Floor—Bond Drop Window	2nd Floor—Specialized Finance
St. Paul, MN 55107	St. Paul, MN 55107
or	or
U.S. Bank National Association	U.S. Bank National Association
Corporate Trust Services	Corporate Trust Services
100 Wall Street, Suite 1600	100 Wall Street, Suite 1600
16th Floor—Bond Drop Window	New York, NY 10005
New York, NY 10005

        HOLDERS THAT SURRENDER THROUGH THE DEPOSITORY TRUST COMPANY ("DTC") NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

        If you do not elect to require the Company to purchase your Securities, you will maintain the right to convert your Securities into Shares in accordance with and subject to the terms of the Indenture and paragraph 8 of the Securities. The Conversion Rate for the Securities as of October 15, 2003 is 10.3014 Common Shares per $1,000 Principal Amount. Securities as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of the Indenture and paragraph 8 of the Securities. If you desire to convert your Securities, you may do so by tendering your Securities to the Conversion Agent, according to the terms of the Indenture, at the address of the Conversion Agent, which address is the same as the address for the Paying Agent provided above.

        Please direct any questions to:

        U.S. Bank National Association, Specialized Finance, by calling Customer Service at 1-800-934-6802.

        Additional copies of this Company Notice may be obtained from the Paying Agent at its address set forth above.

The date of this Company Notice is October 17, 2003.

TABLE OF CONTENTS

				Page
SUMMARY TERM SHEET				1
IMPORTANT INFORMATION CONCERNING THE PUT OPTION				4
	1.	Information Concerning the Company		4
	2.	Information Concerning the Securities		4
		2.1	The Company's Obligation to Purchase the Securities; Purpose of the Transaction	4
		2.2	Purchase Price	5
		2.3	Conversion Rights of the Securities	5
		2.4	Market for the Securities and Tyco Common Shares	5
		2.5	Redemption	6
		2.6	Change in Control	6
		2.7	Ranking	6
		2.8	Conditions	6
	3.	Procedures to Be Followed by Holders Electing to Surrender Securities for Purchase		7
		3.1	Method of Delivery	7
		3.2	Purchase Notice	7
		3.3	Delivery of Securities	7
	4.	Right of Withdrawal		8
	5.	Payment for Surrendered Securities		8
	6.	Securities Acquired		9
	7.	Plans or Proposals of the Company		9
	8.	Interests of Directors, Executive Officers and Affiliates of the Company in the Securities		9
	9.	Purchases of Securities by the Company and Its Affiliates		10
	10.	Material United States Tax Considerations		10
	11.	Additional Information		12
	12.	No Solicitations		12
	13.	Definitions		13
	14.	Conflicts		13

No person has been authorized to give any information or to make any representations other than those contained in this Company Notice and accompanying Purchase Notice and, if given or made, such information or representations must not be relied upon as having been authorized. This Company Notice and accompanying Purchase Notice do not constitute an offer to buy or the solicitation of an offer to sell securities in any circumstances or jurisdiction in which such offer or solicitation is unlawful. The delivery of this Company Notice shall not under any circumstances create any implication that the information contained herein is current as of any time subsequent to the date of such information. None of the Company or its board of directors or employees is making any representation or recommendation to any Holder as to whether or not to surrender such Holder's Securities. You should consult your own financial and tax advisors and must make your own decision as to whether to surrender your Securities for purchase and, if so, the amount of Securities to surrender.

i

SUMMARY TERM SHEET

The following are answers to some of the questions that you may have about the Put Option. To understand the Put Option fully and for a more complete description of the terms of the Put Option, we urge you to read carefully the remainder of this Company Notice and the accompanying Purchase Notice, because the information in this summary is not complete and those documents contain additional important information. We have included page references to direct you to a more complete description of the topics in this summary.

1.     Who is offering to purchase my Securities?

        Tyco International Ltd., a company organized under the laws of Bermuda, is offering to purchase your validly surrendered Liquid Yield Option™ Notes due 2020 (Zero Coupon-Senior) (the "Securities"). (Page 4)

2.     What securities are you seeking to purchase?

        We are offering to purchase all of the Securities surrendered, at the option of the holder thereof (the "Holder"). As of October 15, 2003, there were approximately $3.2 billion aggregate principal amount at maturity of Securities outstanding. The Securities were issued under an Indenture, dated as of November 17, 2000 (the "Indenture"), between Tyco and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America (the "Paying Agent"), as successor trustee to State Street Bank and Trust Company, N.A. (Page 4)

3.     How much are you offering to pay and what is the form of payment?

        Pursuant to the terms of paragraph 3.8 of the Indenture, we will pay, in cash, a purchase price of $775.66 per $1,000 principal amount at maturity of the Securities (the "Purchase Price") with respect to any and all Securities validly surrendered for purchase and not withdrawn. (Page 5)

4.     How can I determine the market value of the Securities?

        There is no established reporting system or market for trading in the Securities. To the extent that the Securities are traded, prices of the Securities may fluctuate widely depending on trading volume, the balance between buy and sell orders, prevailing interest rates, our operating results and the market for similar securities. To the extent available, you are urged to obtain current market quotations for the Securities prior to making any decision with respect to the Put Option. The Common Shares of Tyco International Ltd. into which the Securities are convertible are primarily listed on the New York Stock Exchange ("NYSE") and Bermuda Stock Exchange under the symbol "TYC" and on the London stock exchange under the symbol "TYI". On October 15, 2003, the last reported sales price of the Common Shares on the NYSE was $21.90 per share. (Page 5)

5.     Why are you making the offer?

        We are required to make the offer pursuant to the terms of the Securities and of the Indenture.

6.     What does the board of directors of the Company think of the Put Option?

        Although Tyco's board of directors approved the terms of the Put Option included in the Indenture and the Securities, the board of directors has not made any recommendation as to whether you should surrender your Securities for purchase in the offer. You must make your own decision whether to surrender your Securities for purchase in the offer and, if so, the amount of Securities to surrender. (Page 5)

7.     When does the Put Option expire?

        The Put Option expires at 5:00 p.m., New York City time, on Monday, November 17, 2003 (the "Purchase Date"). We will pay for purchased Securities promptly following the later to occur of

Tuesday, November 18, 2003 (the "Payment Date"), and the Paying Agent's receipt of surrendered Securities. (Page 4)

8.     What are the conditions to the purchase by Tyco of the Securities?

        The purchase by Tyco of Securities as to which a Purchase Notice has been delivered and not validly withdrawn is conditioned upon you delivering the Security, together with necessary endorsements, to the Paying Agent at the same time, or at any time after, delivery of the Purchase Notice. Additionally, the purchase by Tyco of the Securities under the Put Option is conditioned upon there being no Event of Default under the Indenture that has occurred and is continuing and upon the purchase being lawful. There is currently no Event of Default under the Indenture. (Page 6)

9.     How do I surrender my Securities?

        To surrender your Securities for purchase pursuant to the Put Option, you must deliver the Purchase Notice and related documents to the Paying Agent no later than 5:00 p.m., New York City time, on November 17, 2003.

        HOLDERS THAT SURRENDER THROUGH THE DEPOSITORY TRUST COMPANY ("DTC") NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

        A Holder whose Securities are held in certificated form must properly complete and execute the Purchase Notice, and deliver such notice to the Paying Agent, with any other required documents, on or before 5:00 p.m., New York City time, on November 17, 2003. The Holder is required to deliver to the Paying Agent the certificate representing the Securities surrendered prior to receiving payment of the Purchase Price.

        A Holder whose Securities are held by a broker, dealer, commercial bank, trust company or other nominee must contact such nominee if such Holder desires to surrender his or her Securities and instruct such nominee to surrender the Securities on the Holder's behalf.

        A Holder who is a DTC participant may elect to surrender their Securities by delivering to the Paying Agent's account at DTC through DTC's book-entry system his or her beneficial interest in the Securities on or before 5:00 p.m., New York City time, on November 17, 2003.

        Holders who are DTC participants should surrender their Securities electronically through DTC's Automated Tenders over the Participant Terminal System ("PTS"), subject to the terms and procedures of that system on or before 5:00 p.m., New York City time, on November 17, 2003. (Pages 7-8)

10.   If I surrender, when will I receive payment for my Securities?

        We will accept for payment all validly surrendered Securities promptly upon expiration of the Put Option. We will promptly forward to the Paying Agent on November 18, 2003 the appropriate amount of funds required to pay the Purchase Price for the surrendered Securities. The Paying Agent will promptly distribute the funds to the Holders on the later to occur of the Payment Date or the date on which the Paying Agent receives the certificate representing the surrendered Securities. (Page 8)

11.   Until what time can I withdraw previously surrendered Securities?

        You can withdraw Securities previously surrendered for purchase at any time until 5:00 p.m., New York City time, on November 17, 2003. You may also withdraw previously surrendered Securities at any time after 12:00 midnight, New York City time, on December 16, 2003, the expiration of 40 business days from the date of this Company Notice, if your Securities have not yet been accepted for payment by Tyco. (Page 8)

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12.   How do I withdraw previously surrendered Securities?

        To withdraw previously surrendered Securities, you must deliver an executed written notice of withdrawal substantially in the form attached, or a facsimile of one, to the Paying Agent prior to 5:00 p.m., New York City time, on November 17, 2003.

        HOLDERS THAT WITHDRAW THROUGH DTC NEED NOT SUBMIT A PHYSICAL NOTICE OF WITHDRAWAL TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE WITHDRAWAL PROCEDURES OF DTC. (Page 8)

13.   Do I need to do anything if I do not wish to surrender my Securities for purchase?

        No. If you do not deliver a properly completed and duly executed Purchase Notice before the expiration of the Put Option, we will not purchase your Securities and such Securities will remain outstanding subject to their existing terms. (Page 5)

14.   If I choose to surrender my Securities for purchase, do I have to surrender all of my Securities?

        No. You may surrender all of your Securities, a portion of your Securities or none of your Securities for purchase. If you wish to surrender a portion of your Securities for purchase, however, you must surrender your Securities in a principal amount at maturity of $1,000 (the "$1,000 principal amount") or an integral multiple thereof.

15.   If I do not surrender my Securities for purchase, will I continue to be able to exercise my conversion rights?

        If you do not surrender your Securities for purchase, your conversion rights will not be affected. You will continue to have the right to convert each $1,000 principal amount at maturity of a Security into Common Shares of Tyco (10.3014 Common Shares of Tyco as of October 15, 2003), subject to the terms, conditions and adjustments specified in the Indenture and paragraph 8 of the Securities. (Page 5)

16.   If I am a U.S. resident for U.S. federal income tax purposes, will I have to pay taxes if I surrender my Securities for purchase in the Put Option?

        The receipt of cash in exchange for Securities pursuant to the Put Option will be a taxable transaction for U.S. federal income tax purposes and you may recognize gain, income, loss or deduction. You should consult with your own tax advisor regarding the actual tax consequences to you. (Pages 10-11)

17.   Who is the Paying Agent?

        U.S. Bank National Association, the trustee for the Securities, is serving as Paying Agent in connection with the Put Option. Its address and telephone number are set forth on the front cover page of this Company Notice. (Page 4)

18.   Who can I ask if I have questions about the Put Option?

        Questions and requests for assistance in connection with the surrender of Securities for purchase in this Put Option may be directed to U.S. Bank National Association, Specialized Finance, by calling Customer Service at 1-800-934-6802.

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IMPORTANT INFORMATION CONCERNING THE PUT OPTION

1.     Information Concerning the Company. Tyco International Ltd., a company organized under the laws of Bermuda (the "Company" or "Tyco"), is offering to purchase its Liquid Yield Option™ Notes due 2020 (Zero Coupon-Senior) (the "Securities"). The Company is the subject company of the Put Option with respect to the Securities.

        Tyco is a diversified manufacturing and service company that, through its subsidiaries:

•

designs, manufactures, installs, monitors and services electronic security and fire protection systems;



•

designs, manufactures and distributes electrical and electronic components, and designs, manufactures, installs, operates and maintains undersea fiber optic cable communications systems;



•

designs, manufactures and distributes medical devices and supplies;



•

designs, manufactures, distributes and services engineered products, including industrial valves and controls and steel tubular goods and provides environmental consulting services; and



•

designs, manufactures and distributes plastic products, adhesives and films.

        Tyco operates in more than 100 countries around the world and had revenues from continuing operations for its fiscal year ended September 30, 2002 of approximately $36 billion.

        Tyco's common shares are listed on the New York Stock Exchange and the Bermuda Stock Exchange under the symbol "TYC" and on the London Stock Exchange under the symbol "TYI."

        Tyco maintains its registered and principal executive offices are located at Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda, and its telephone number is (441) 292-8674. The executive offices of Tyco's principal United States subsidiaries are located at 273 Corporate Drive, Suite 100, Portsmouth, New Hampshire 03801. The telephone number there is (603) 334-3900.

2.     Information Concerning the Securities. The Securities were issued under an Indenture, dated as of November 17, 2000 (the "Indenture"), between the Company and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America (the "Paying Agent") (successor trustee to State Street Bank and Trust Company, N.A.). The Securities mature on November 17, 2020.

        The Indenture was amended pursuant to Supplemental Indenture No. 1, dated as of October 17, 2003, by and among the Company and the trustee, to extend the period during which a holder of Securities (a "Holder") may surrender Securities in compliance with United States federal securities laws.

2.1   The Company's Obligation to Purchase the Securities; Purpose of the Transaction.

        Pursuant to the terms of the Indenture and the Securities, unless earlier redeemed, the Company is obligated to purchase all Securities validly surrendered for purchase and not withdrawn, at the Holder's option on November 17, 2003, November 17, 2005, November 17, 2007, and November 17, 2014. The purchase price will be $775.66 per $1,000 principal amount at maturity ("$1000 principal amount") on November 17, 2003; $799.19 per $1000 principal amount on November 17, 2005; $823.44 per $1000 principal amount on November 17, 2007; and $914.24 per $1000 principal amount on November 17, 2014.

        This Put Option will expire at 5:00 p.m., New York City time, on Monday, November 17, 2003 (the "Purchase Date"), and the purchase will be made promptly following the Company's delivery of funds to the Paying Agent on November 18, 2003 (the "Payment Date"). The payment by the Company for

4

validly surrendered Securities is subject to the Paying Agent's receipt of the certificate(s) representing the surrendered Securities.

2.2       Purchase Price. Pursuant to the terms of the Securities, the purchase price to be paid by the Company for the Securities on the Payment Date is $775.66 per $1,000 principal amount of the Securities (the "Purchase Price"). The Purchase Price will be paid in cash with respect to any and all Securities validly surrendered for purchase on or before 5:00 p.m., New York City time, on November 17, 2003 and not withdrawn prior to that time. Securities surrendered for purchase will be accepted only in $1,000 principal amount or integral multiples thereof. The Original Issue Discount (as defined in the Indenture) will cease to accrue on the Purchase Date unless the Company defaults in making payment on Securities validly surrendered for purchase and not withdrawn.

        The Purchase Price is based solely on the requirements of the Indenture and the Securities and bears no relationship to the market price of the Securities or the Common Shares (as defined below). Thus, the Purchase Price may be significantly higher or lower than the current market price of the Securities. Holders of Securities are urged to obtain the best available information as to potential current market prices of the Securities, to the extent available, and the Common Shares before making a decision whether to surrender their Securities for purchase.

        None of the Company or its board of directors or employees is making any recommendation to Holders as to whether to surrender or refrain from surrendering Securities for purchase pursuant to this Company Notice. Each Holder must make his or her own decision whether to surrender his or her Securities for purchase and, if so, the principal amount of Securities to surrender based on such Holder's assessment of current market value of the Securities and the Common Shares and other relevant factors.

        2.3       Conversion Rights of the Securities. The Securities are convertible into Tyco common shares $0.20 nominal value per share (the "Common Shares"), in accordance with and subject to the terms of the Indenture and paragraphs 8 and 9 of the Securities. The Conversion Rate of the Securities as of October 15, 2003 is 10.3014 Common Shares per $1,000 principal amount of the Securities. This conversion rate is subject to change pursuant to the terms set forth in the Indenture. The Paying Agent is currently acting as Conversion Agent for the Securities.

        Holders that do not surrender their Securities for purchase pursuant to the Option Materials will maintain the right to convert their Securities into Common Shares. Any Securities as to which a Purchase Notice has been given may be converted in accordance with the terms of the Indenture only if the applicable Purchase Notice has been validly withdrawn prior to 5:00 p.m., New York City time, on the Purchase Date, as described in Section 4 hereto.

        2.4       Market for the Securities and Tyco Common Shares. There is no established reporting system or trading market for trading in the Securities. To the extent that the Securities are traded, prices of the Securities may fluctuate widely depending on trading volume, the balance between buy and sell orders, prevailing interest rates, the Company's operating results and the market for similar securities. To the extent available, Holders are urged to obtain current market quotations for the Securities prior to making any decision with respect to the Put Option. The Securities are held through the Depository Trust Company ("DTC"). As of October 15, 2003, there was approximately $3.2 billion aggregate principal amount at maturity of Securities outstanding and DTC was and is the sole record holder of the Securities.

        The Common Shares into which the Securities are convertible are primarily listed on the NYSE under the symbol "TYC" and also trade on the Bermuda and London stock exchanges. The following

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table sets forth, for the fiscal quarters indicated, the high and low sales prices of the Common Shares as reported on the NYSE and the dividends paid on the Company's Common Shares.

Fiscal Year Ended September 30, 2004	High		Low		Dividends on Common Shares (per share)
1st Quarter (through October 15, 2003)	$	22.09	$	20.43	$	—
2003
4th Quarter	$	22.00	$	17.75	$	0.0125
3rd Quarter		20.20		12.84		0.0125
2nd Quarter		18.34		11.20		0.0125
1st Quarter		18.70		11.90		0.0125
2002
4th Quarter	$	18.45	$	7.00	$	0.0125
3rd Quarter		32.60		8.30		0.0125
2nd Quarter		58.80		44.70		0.0125
1st Quarter		60.09		44.70		0.0125

        On October 15, 2003, the last reported sales price of Tyco's Common Shares on the NYSE was $21.90 per share. As of such date, there were approximately 2,019,225,300 Common Shares outstanding. We urge you to obtain current market information for the Securities, to the extent available, and the Common Shares before making any decision to surrender your Securities pursuant to the Put Option.

        We may from time to time enter into financing agreements that contain financial covenants and restrictions, some of which may limit the ability of Tyco to pay dividends. Future dividends on our Common Shares, if any, will be at the discretion of Tyco's board of directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

2.5       Redemption. No sinking fund is provided for the Securities. Prior to November 17, 2007, we cannot redeem the Securities at our option. Beginning on November 17, 2007, we may redeem the Securities for cash in whole at any time, or in part from time to time. We will give not less than 15 days nor more than 60 days notice of redemption by mail to holders of Securities. Holder may convert Securities or portions of Securities called for redemption, until the close of business on the day that is two business days prior to the redemption date. The redemption price is equal to the Issue Price (as defined in the Indenture) plus accrued Original Issue Discount (as defined in the Indenture and as provided for in the Securities) to the date of redemption.

2.6       Change in Control. Subject to the terms of the Indenture, the Holder may require the Company to redeem his or her Securities if there is a Change in Control (as defined in the Indenture) occurring on or prior to November 17, 2007, at a redemption price equal to the Issue Price (as defined in the Securities) plus accrued Original Issue Discount (as defined in the Indenture) to the date of redemption.

2.7       Ranking. The Securities are unsecured and unsubordinated obligations and rank equal in right of payment with all our existing and future unsecured and unsubordinated indebtedness. The Securities are structurally subordinated to the indebtedness and other obligations of our subsidiaries.

2.8       Conditions. The purchase by the Company of Securities as to which a Purchase Notice has been delivered and not validly withdrawn is conditioned upon the Holder delivering the Security, together with necessary endorsements, to the Paying Agent at the same time, or at any time after, delivery of the Purchase Notice. Additionally, the purchase by the Company of the Securities under the Put Option is conditioned upon there being no Event of Default under the Indenture that has occurred

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and is continuing and upon the purchase being lawful. There is currently no Event of Default under the Indenture.

3.     Procedures to Be Followed by Holders Electing to Surrender Securities for Purchase.

Holders will not be entitled to receive the Purchase Price for their Securities unless they validly deliver a Purchase Notice and related materials to the Paying Agent on or prior to 5:00 p.m., New York City time, on November 17, 2003 and do not withdraw such Purchase Notice on or before 5:00 p.m., New York City time, on November 17, 2003. Additionally, Holders will not be eligible to receive the Purchase Price until the later of November 18, 2003 and such time as any certificates representing the surrendered Securities are delivered to the Paying Agent. Only registered Holders are authorized to surrender their Securities for purchase. Holders may surrender some or all of their Securities; however, any Securities surrendered must be in $1,000 principal amount or an integral multiple thereof.

        If Holders do not validly deliver a Purchase Notice to the Paying Agent on or before 5:00 p.m., New York City time, on November 17, 2003, their Securities will remain outstanding subject to the existing terms of the Securities.

3.1       Method of Delivery. The method of delivery of Securities, the related Purchase Notice and all other required documents, including delivery through DTC and acceptance through DTC's Automatic Tenders over the Participant Terminal System ("PTS"), is at the election and risk of the person surrendering such Securities and delivering such Purchase Notice and, except as expressly otherwise provided in the Purchase Notice, delivery will be deemed made only when actually received by the Paying Agent. The date of any postmark or other indication of when a Security or the Purchase Notice was sent will not be taken into account in determining whether such materials were timely received. If such delivery is by mail, it is suggested that Holders use properly insured, registered mail with return receipt requested, and that Holders mail the required documents sufficiently in advance of November 17, 2003 to permit delivery to the Paying Agent prior to 5:00 p.m., New York City time, on November 17, 2003.

3.2       Purchase Notice. Pursuant to the Indenture, the Purchase Notice must contain:

•

the certificate number(s) of the Securities being delivered for purchase;



•

the portion of the principal amount of the Securities to be purchased, which portion must be in principal amounts of $1,000 at maturity or an integral multiple thereof; and



•

a statement that such Securities shall be purchased by Tyco pursuant to the terms and conditions specified in the Indenture and the Securities.

3.3       Delivery of Securities.

        Securities in Certificated Form.    To receive the Purchase Price, Holders of Securities in certificated form regarding which a Purchase Notice has been timely delivered and received, must deliver to the Paying Agent such certificate. The Holder may surrender his Securities without delivering such certificates. However, no Purchase Price will be paid until the Paying Agent receives such certificate.

        Securities Held Through a Custodian.    A Holder whose Securities are held by a broker, dealer, commercial bank, trust company or other nominee must contact such nominee if such Holder desires to surrender his or her Securities and instruct such nominee to surrender the Securities for purchase on the Holder's behalf.

        Securities in Global Form.    A Holder who is a DTC participant, may elect to surrender to Tyco his or her beneficial interest in the Securities by:

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•

delivering to the Paying Agent's account at DTC through DTC's book-entry system his or her beneficial interest in the Securities on or prior to 5:00 p.m., New York City time, on November 17, 2003; and



•

electronically transmitting his or her acceptance through DTC's PTS, subject to the terms and procedures of that system, on or prior to 5:00 p.m., New York City time, on November 17, 2003. In surrendering through PTS, the electronic instructions sent to DTC by the Holder, and transmitted by DTC to the Paying Agent will acknowledge, on behalf of DTC and the Holder, receipt by the Holder of and agreement to be bound by the Purchase Notice.

Securities and the Purchase Notice must be delivered to the Paying Agent to collect payment. Delivery of documents to DTC or the Company does not constitute delivery to the Paying Agent.

        HOLDERS THAT SURRENDER THROUGH DTC NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

4.     Right of Withdrawal. Securities surrendered for purchase may be withdrawn at any time prior to 5:00 p.m., New York City time, on November 17, 2003. Holders may also withdraw surrendered Securities at any time after 12:00 midnight, New York City time, on December 16, 2003, the expiration of 40 business days from the date of this Company Notice, if their Securities have not yet been accepted for payment. In order to withdraw Securities, Holders must deliver to the Paying Agent written notice, substantially in the form enclosed herewith, containing:

•

the certificate number(s) and principal amount at maturity of the Securities with respect to which such notice of withdrawal is being submitted;



•

the principal amount at maturity, if any, of such Securities which remain subject to the original Purchase Notice and which have been or will be delivered for purchase by the Company; and



•

the Holder's signature, in the same manner as the original signature on the Purchase Notice by which such Securities were surrendered for purchase.

        The signature on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) unless such Securities have been surrendered for purchase for the account of an Eligible Institution. Any properly withdrawn Securities will be deemed not validly surrendered for purposes of the Put Option. Securities withdrawn from the Put Option may be resurrendered on or before 5:00 p.m., New York City time, on November 17, 2003 by following the surrender procedures described in Section 3 above.

        HOLDERS THAT WITHDRAW THROUGH DTC NEED NOT SUBMIT A PHYSICAL NOTICE OF WITHDRAWAL TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE WITHDRAWAL PROCEDURES OF DTC.

5.     Payment for Surrendered Securities. We will promptly forward to the Paying Agent, no later than 10:00 a.m., New York City time, on November 18, 2003 (the "Payment Date") the appropriate amount of funds required to pay the Purchase Price for the surrendered Securities. The Paying Agent will promptly distribute the cash to each Holder who validly surrendered Securities on the later to occur of the Payment Date or the date on which the Paying Agent receives the certificate representing the surrendered Securities.

        The total amount of funds required by the Company to purchase all of the Securities is approximately $2.5 billion (assuming all of the Securities are validly surrendered for purchase and accepted for payment). In the event any Securities are surrendered and accepted for payment, the Company intends to use available cash to purchase the Securities.

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6.     Securities Acquired. Any Securities purchased by the Company pursuant to the Put Option will be cancelled by the Trustee, pursuant to the terms of the Indenture.

7.     Plans or Proposals of the Company. Other than as described herein, the Company currently has no plans which would be material to a Holder's decision to surrender Securities for purchase in the Put Option, which relate to or which would result in:

•

any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;



•

any purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries;



•

any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company;



•

any change in the present board of directors or management of the Company, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer;



•

any other material change in the corporate structure or business of the Company;



•

any class of equity securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an automated quotation system operated by a national securities association;



•

any class of equity securities of the Company becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act;



•

the suspension of the obligation of the Company to file reports under Section 15(d) of the Exchange Act;



•

the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; or



•

any changes in the charter, bylaws or other governing instruments of the Company, or other actions that could impede the acquisition of control of the Company.

8.     Interests of Directors, Executive Officers and Affiliates of the Company in the Securities. To the knowledge of the Company:

•

none of the Company, or its executive officers, directors, subsidiaries or other affiliates has any beneficial interest in the Securities;



•

none of the officers or directors of the subsidiaries of the Company has any beneficial interest in the Securities;



•

the Company will not purchase any Securities from such persons; and



•

during the 60 days preceding the date of this Company Notice, none of such officers, directors or affiliates has engaged in any transactions in the Securities.

        A list of the directors and executive officers of the Company is attached to this Company Notice as Annex A.

        Except as described above, none of the Company, or to its knowledge, any of its affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or agreement with any other person relating, directly or indirectly, to the Put Option or with respect to any of its securities, including, but not limited to, any contract, arrangement, understanding or agreement

9

concerning the transfer or the voting of the securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.

9.     Purchases of Securities by the Company and Its Affiliates. Each of the Company and its affiliates, including their executive officers and directors, are prohibited under applicable United States federal securities laws from purchasing Securities (or the right to purchase Securities) other than through the Put Option until the expiration of at least the tenth business day after the Purchase Date. Following such time, if any Securities remain outstanding, the Company and its respective affiliates may purchase Securities in the open market, in private transactions, through a subsequent tender offer, or otherwise, any of which may be consummated at purchase prices higher or lower than the Purchase Price. Any decision to purchase Securities after the Put Option, if any, will depend upon many factors, including the market price of the Securities, the amount of Securities surrendered for purchase pursuant to the Put Option, the market price of the Common Shares, the business and financial position of the Company, and general economic and market conditions.

10.   Material United States Tax Considerations. The following discussion summarizes certain United States federal income tax consequences resulting from the surrender of the Securities for purchase pursuant to the Put Option. It is provided for general informational purposes only and is not tax advice. It is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations promulgated thereunder, Internal Revenue Service ("IRS") rulings, and judicial decisions, all as currently in effect, and all of which are subject to change, possibly with retroactive effect. The discussion assumes that the Securities are held as "capital assets" within the meaning of section 1221 of the Code. The discussion does not address all of the federal income tax consequences that may be relevant to you in light of your particular tax situation or to certain classes of holders subject to special treatment under the federal income tax laws, (including, without limitation, certain financial institutions, brokers, dealers or traders in securities or commodities, insurance companies, "S" corporations, expatriates, tax-exempt organizations, persons who are subject to alternative minimum tax, persons who hold Securities as a position in a "straddle" or as part of a "hedging" or "conversion" transaction, or persons that have a functional currency other than the United States dollar).

        THIS SUMMARY OF UNITED STATES FEDERAL TAX CONSEQUENCES IS PROVIDED FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. WE URGE YOU TO CONSULT YOUR TAX ADVISOR CONCERNING THE TAX CONSEQUENCES OF THE PUT OPTION, INCLUDING THE UNITED STATES FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES AND POTENTIAL CHANGES IN THE TAX LAWS.

        As used herein, a U.S. Holder means a beneficial owner of Securities that is, for U.S. federal income tax purposes: (i) a citizen or resident of the United States, (ii) a corporation, or other entity taxable as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust (a) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. As used herein, the term "Non-U.S. Holder" means a beneficial owner of Securities, other than a partnership, that is not a U.S. Holder as defined above.

        The tax treatment of a partnership that holds Securities will generally depend on the status of the partners and the activities of the partnership. Holders that are partnerships should consult their own tax advisors about the U.S. federal income tax consequences of surrendering Securities pursuant to the Put Option.

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Sale of Securities Pursuant to the Put Option by U.S. Holders. A U.S. Holder's receipt of cash in exchange for Securities pursuant to the Put Option will be a taxable transaction for U.S. federal income tax purposes. Subject to the market discount rules described below, a U.S. Holder will generally recognize capital gain or loss on the sale of a Security in an amount equal to the difference between the amount of cash received for the Security (except for any amount attributable to interest, including OID (defined below), that such Holder has not already taken into income, which amount will continue to be taxable to as interest otherwise would be) and their "adjusted tax basis" in the Security at the time of the sale. The capital gain or loss will be long-term if a surrendering U.S. Holder held the Security for more than one year at the time of the sale. Long-term capital gains of non-corporate U.S. Holders are generally taxable at lower rates than those applicable to ordinary income or short-term capital gains. Capital gains of corporate U.S. Holders are generally taxable at the regular tax rates applicable to corporations. A Holder's ability to deduct capital losses may be limited.

        Generally, a U.S. Holder will have an adjusted tax basis in the Securities equal to the amount paid for the Security, increased by the amount of Original Issue Discount ("OID") previously accrued by the U.S. Holder and, if the election described below has been made, market discount previously included in the U.S. Holder's income and decreased by any acquisition premium in respect of the Securities that has been previously taken into account as an offset to OID income. OID generally is the excess of the stated redemption price at maturity of a Security over its issue price and a ratable daily portion of the amount allocable to each accrual period (each of which must be no longer than one year) must be included in income by a Holder, where the amount allocable to each accrual period is determined on a constant yield basis.

        An exception to the capital gain treatment described above may apply if you purchased a Security at a "market discount." If you acquired a Security at a cost that is less than its adjusted issue price, the amount of such difference is treated as market discount for U.S. federal income tax purposes, unless such difference is less than .0025 multiplied by the adjusted issue price multiplied by the number of complete years to maturity from the date of acquisition. In general, any gain realized by a U.S. Holder on the sale of a Security having market discount will be treated as ordinary income to the extent of the market discount that you have accrued (on a straight line basis or, at your election, on a constant yield basis), unless such Holder has elected to include market discount in income currently as it accrues.

Sale of Securities Pursuant to the Put Option by Non-U.S. Holders. A Non-U.S. Holder who receives cash in exchange for Securities pursuant to the Put Option generally will not be subject to U.S. federal income tax on any gain recognized, unless: (i) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the United States or (ii) such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met.

        If a Non-U.S. Holder is engaged in a trade or business in the United States, and if the gain on the Securities is effectively connected with the conduct of such trade or business, the Non-U.S. Holder will generally be subject to regular U.S. federal income tax on any gain realized on the sale or exchange of the Securities in the same manner as if it were a U.S. Holder. In addition, if such Non-U.S. Holder is a foreign corporation, such Holder may be subject to a branch profits tax equal to 30% (or such lower rate provided by an applicable treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

Information Reporting and Backup Withholding. The Code and the Treasury Regulations require those who make specified payments to report the payments to the IRS. Among the specified payments are interest and proceeds paid by brokers to their customers. Payments made to U.S. Holders will generally be subject to such "information reporting," unless the U.S. Holder is an exempt recipient, such as a corporation and certain tax-exempt organizations.

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        The "backup withholding" rules generally require payors to withhold tax at a rate of 28% from payments subject to information reporting if the recipient fails to furnish its taxpayer identification number to the payor or fails to certify that payments received by such Holder are not subject to backup withholding. In order to satisfy these requirements, U.S. Holders electing to surrender Securities should complete the Form W-9 which is part of the Purchase Notice and provide it with the Securities being surrendered. A U.S. Holder exempt from backup withholding and information reporting should so indicate in Part 2 of the Form W-9.

        If a Non-U.S. Holder holds Securities through the non-U.S. office of a non-U.S. related broker or financial institution, backup withholding and information reporting generally will not apply. Information reporting, and possibly backup withholding, may apply if the Securities are held by a Non-U.S. Holder through a U.S. broker or financial institution or the U.S. office of a non-U.S. broker or financial institution and the Non-U.S. Holder fails to provide appropriate information (on Form W-8BEN or other applicable form) to the payor. Non-U.S. Holders should consult their tax advisors with respect to the application of U.S. information reporting and backup withholding rules to the disposition of Securities pursuant to the Put Option.

11.   Additional Information. Tyco is subject to the reporting and other informational requirements of the Exchange Act and, in accordance therewith, files reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information can be inspected and copied at the Public Reference Section of the SEC located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. Such material may also be accessed electronically by means of the SEC's home page on the Internet at www.sec.gov. Such reports and other information concerning Tyco may also be inspected at the offices of the NYSE located at 20 Broad Street, New York, New York 10005.

        The Company has filed with the SEC a Tender Offer Statement on Schedule TO-I, pursuant to Section 13(e)(4) of the Exchange Act and Rule 13e-4 promulgated thereunder, furnishing certain information with respect to the Put Option. The Tender Offer Statement on Schedule TO-I, together with any exhibits and any amendments thereto, may be examined and copies may be obtained at the same places and in the same manner as set forth above.

        The documents listed below contain important information about the Company and its financial condition.

•

Tyco's Annual Report on Form 10-K for the year ended September 30, 2002, filed on December 30, 2003, as amended by Amendment No. 1 filed January 28, 2003 and Amendment No. 2 filed July 29, 2003;



•

All other reports filed pursuant to Section 13, 14 or 15(d) of the Exchange Act since the end of the fiscal year covered by the Form 10-K mentioned above;



•

All documents filed with the SEC by Tyco pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Company Notice and prior to 5:00 p.m., New York City time, on the Purchase Date; and



•

The description of the Securities and Tyco's Common Shares set forth in Tyco's Registration Statement on Form S-3 (File No. 333-51548) dated December 8, 2000, including any amendments or reports filed with the SEC for the purpose of updating such description.

        In the event of conflicting information in these documents, the information in the latest filed documents should be considered correct.

12.   No Solicitations. The Company has not employed any persons to make solicitations or recommendations in connection with the Put Option.

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13.   Definitions. All capitalized terms used but not specifically defined herein shall have the meanings given to such terms in the Indenture.

14.   Conflicts. In the event of any conflict between this Company Notice and the accompanying Purchase Notice on the one hand and the terms of the Indenture or any applicable laws on the other hand, the terms of the Indenture or applicable laws, as the case may be, will control.

None of the Company or its board of directors or employees is making any recommendation to any Holder as to whether to surrender or refrain from surrendering Securities for purchase pursuant to this Company Notice. Each Holder must make his or her own decision whether to surrender his or her Securities for purchase and, if so, the principal amount of Securities to surrender based on their own assessment of current market value and other relevant factors.

TYCO INTERNATIONAL LTD.

October 17, 2003

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ANNEX A

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

        The following table sets forth the names of each of the members of Tyco's board of directors and executive officers:

Name	Positions Held
Edward D. Breen	Chairman of the Board, Chief Executive Officer
John A. Krol	Lead Director
Admiral Dennis C. Blair, USN Ret.	Director
George W. Buckley	Director
Bruce S. Gordon	Director
H. Carl McCall	Director
Mackey J. McDonald	Director
Brendan R. O'Neill	Director
Sandra S. Wijnberg	Director
Jerome B. York	Director
Dana S. Deasy	Senior Vice President and Chief Information Officer
John E. Evard	Senior Vice President, Tax
David J. FitzPatrick	Executive Vice President and Chief Financial Officer
Jürgen W. Gromer	President, Tyco Electronics
Martina Hund-Mejean	Senior Vice President, Treasurer
William B. Lytton	Executive Vice President, General Counsel and Asst. Secretary
Robert P. Mead	President, Tyco Engineered Products and Services
Richard J. Meelia	President, Tyco Healthcare & Specialty Products
Eric M. Pillmore	Senior Vice President, Corporate Governance
David E. Robinson	President, Tyco Fire & Security
Laurie Siegel	Senior Vice President, Human Resources
Terry A. Sutter	President, Tyco Plastics and Adhesives
Charles H. Young	Senior Vice President, Corporate Communications

        Tyco maintains its registered and principal executive offices at Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda. The executive offices of Tyco's principal United States subsidiaries are located at 273 Corporate Drive, Suite 100, Portsmouth, New Hampshire 03801. The telephone number there is (603) 334-3900.

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SUMMARY TERM SHEET
IMPORTANT INFORMATION CONCERNING THE PUT OPTION
ANNEX A BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

EX-99.(A)(1)(B)

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Exhibit 99(a)(1)(B)

TYCO INTERNATIONAL LTD.

PURCHASE NOTICE
TO SURRENDER
TYCO INTERNATIONAL LTD.
LIQUID YIELD OPTION™ NOTES DUE 2020
(ZERO COUPON-SENIOR)

CUSIP Nos.: 902124 AC 0 and 902124 AA 4

Pursuant to the Company Notice
Dated October 17, 2003

        This Purchase Notice relates to the purchase of Liquid Yield Option™ Notes due 2002 (Zero Coupon-Senior) (the "Securities") of Tyco International Ltd., a company organized under the laws of Bermuda (the "Company" or "Tyco"), at the option of the holder thereof, pursuant to the terms and conditions specified in the Company Notice, dated October 17, 2003, and the Indenture, dated as of November 17, 2000, as amended by Supplemental Indenture No. 1 dated as of October 17, 2003 (together, the "Indenture"), between the Company and U.S. Bank National Association (successor trustee to State Street Bank and Trust Company, N.A.), a national banking association organized and existing under the laws of the United States of America (the "Paying Agent").

Your right to surrender your Securities to the Company for purchase will expire at 5:00 p.m., New York City time, on Monday, November 17, 2003 (the "Purchase Date"). Holders of Securities (the "Holders") must validly deliver this Purchase Notice on or before the Purchase Date (and not have withdrawn such Purchase Notice) prior to 5:00 p.m., New York City time, on the Purchase Date, in order to receive $775.66 per $1,000 principal amount at maturity of Securities (the "$1,000 principal amount"). Securities surrendered for purchase may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Purchase Date. You may also withdraw surrendered Securities if the Company has not yet accepted them for payment after 12:00 midnight, New York City time, on December 16, 2003 (the expiration of 40 business days from the date of the Company Notice). HOLDERS THAT SURRENDER THROUGH THE DEPOSITORY TRUST COMPANY ("DTC") NEED NOT SUBMIT A PHYSICAL COPY OF THIS PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

The addresses of the Paying Agent are as follows:

By Hand:	By Registered or Certified Mail or Overnight Courier:
U.S. Bank National Association West Side Flats Operations Center Corporate Trust Services 60 Livingston Avenue 1st Floor — Bond Drop Window St. Paul, MN 55107	U.S. Bank National Association West Side Flats Operations Center Corporate Trust Services 60 Livingston Avenue 2nd Floor — Specialized Finance St. Paul, MN 55107
or	or
U.S. Bank National Association Corporate Trust Services 100 Wall Street, Suite 1600 16th Floor — Bond Drop Window New York, NY 10005	U.S. Bank National Association Corporate Trust Services 100 Wall Street, Suite 1600 New York, NY 10005

The instructions accompanying this Purchase Notice should be read carefully before this Purchase Notice is completed.

        This Purchase Notice can be used only if:

•

certificate(s) representing Securities are to be physically delivered to the Paying Agent; or



•

a surrender of Securities will be made by book-entry transfer to the Paying Agent's account at DTC through the DTC's Automatic Tenders over the Participant Terminal System ("PTS"), subject to the terms and procedures of that system. Holders that surrender through DTC need not submit a physical Purchase Notice to the Paying Agent if such Holders comply with the transmittal procedures of DTC.

        Any beneficial owner whose Securities are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to surrender such Securities should contact such registered holder of the Securities promptly and instruct such registered holder to surrender on behalf of the beneficial owner.

Delivery of this Purchase Notice and all other required documents to an address other than as set forth above does not constitute valid delivery to the Paying Agent. Delivery of documents to DTC or the Company does not constitute delivery to the Paying Agent. The method of delivery of all documents, including certificates representing Securities, is at the risk of the Holder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. You must sign this Purchase Notice in the appropriate space provided for your signature, with signature guarantee if required, and complete the Form W-9 set forth below. See instructions 1, 2 and 12.

Ladies and Gentlemen:

        By execution of this Purchase Notice, each signatory hereof (the "undersigned") represents that the undersigned has received the Company Notice, dated October 17, 2003 (the "Company Notice"), of Tyco International Ltd., a company organized under the laws of Bermuda (the "Company" or "Tyco"), which provides the notice to the holders (the "Holders") required pursuant to the Securities (as defined below) and Indenture, dated as of November 17, 2000 (the "Indenture"), between the Company and U.S. Bank National Association (successor trustee to State Street Bank and Trust Company, N.A.), a national banking association organized and existing under the laws of the United States of America (the "Paying Agent"). This Purchase Notice relates to the Company's Liquid Yield Option™ Notes due 2020 (Zero Coupon-Senior) (the "Securities"), and the Holder's right to surrender the Securities for purchase by the Company for $775.66 per $1,000 principal amount at maturity of the Securities (the "Purchase Price"), subject to the terms and conditions of the Indenture and the Company Notice. Upon the terms and subject to the conditions set forth herein and in the Indenture, and effective upon the acceptance for payment thereof, the undersigned hereby irrevocably sells, assigns and transfers all right and title to the Company in and to the Securities surrendered hereby.

        The undersigned hereby irrevocably constitutes and appoints the Paying Agent the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Paying Agent also acts as the agent of the Company) with respect to such Securities, with full power of substitution (such power-of-attorney being deemed to be an irrevocable power coupled with an interest) to (1) present such Securities and all evidences of transfer and authenticity to, or transfer ownership of, such Securities on the account books maintained by the Depository Trust Company ("DTC") to, or upon the order of, the Company, (2) present such Securities for transfer and cancellation on the books of the relevant security registrar, and (3) receive all benefits and otherwise exercise all rights of beneficial ownership of such Securities, all in accordance with the terms of and conditions to the Company Notice and the Indenture.

        The undersigned hereby represents and warrants that:

        (a)   the undersigned owns the Securities surrendered hereby as contemplated by Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and has full power and authority to validly surrender the Securities surrendered hereby;

        (b)   when and to the extent the Company accepts such Securities for payment, the Company will acquire good, marketable and unencumbered title to them, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their surrender or transfer, and not subject to any adverse claim;

        (c)   on request, the undersigned will execute and deliver any additional documents that the Paying Agent or the Company deems necessary or desirable to complete the surrender of the Securities surrendered for purchase hereby and accepted for payment; and

        (d)   the undersigned has read and agrees to all of the terms of the Company Notice and this Purchase Notice.

        The undersigned understands that surrender of the Securities is not made in acceptable form until receipt by the Paying Agent of this Purchase Notice, duly completed and signed, together with all accompanying evidence of authority in form satisfactory to the Company in its sole discretion (which may delegate power in whole or in part to the Paying Agent). All questions as to form of documents, eligibility, validity (including time of receipt) and acceptance for payment of any surrender of Securities for purchase hereunder will be determined by the Company in its sole discretion (which may delegate power in whole or in part to the Paying Agent) and such determination shall be final and binding on all parties.

2

        The undersigned understands that all Securities properly surrendered for purchase on or before 5:00 p.m., New York City time, on November 17, 2003, and not withdrawn prior to 5:00 p.m., New York City time, on November 17, 2003, (the "Purchase Date"), will be purchased at the Purchase Price, in cash, upon the terms and conditions specified in the Indenture and as set forth in the Company Notice. The undersigned understands that acceptance of the Securities by the Company for payment will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Indenture, the Company Notice and this Purchase Notice.

        It is understood and hereby acknowledged by the undersigned that the certificate(s) evidencing the Securities need not be delivered concurrently herewith in order to surrender such Securities evidenced thereby. However, the Company shall not be obligated to deliver the Purchase Price for such Securities until such time that the certificate(s) evidencing such Securities are received by the Paying Agent.

        Unless otherwise indicated under "Special Issuance Instructions" or "Special Delivery Instructions" below, the check for the Purchase Price for any Securities tendered hereby that are purchased will be issued to the order of the undersigned and mailed to the address indicated in the box entitled "Description of Securities Being Surrendered for Purchase." In the event that the boxes entitled "Special Issuance Instructions" and/or "Special Delivery Instructions" are completed, the check will be issued in the name of, and the payment of the aggregate Purchase Price will be mailed to, the address so indicated.

        All authority conferred or agreed to be conferred in this Purchase Notice shall not be affected by and shall survive the death or incapacity of the undersigned, and any obligations of the undersigned under this Purchase Notice shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

NOTE: SIGNATURES MUST BE PROVIDED.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

3

DESCRIPTION OF SECURITIES BEING SURRENDERED FOR PURCHASE
Name(s) and Address(es) of Registered Holder(s) (Please fill in exactly as name(s) appear(s) on Securities)(1)		Securities Being Surrendered for Purchase (Attach additional signed list, if necessary)
		Security Certificate Number(s)(2)	Principal Amount Represented Securities	Principal Amount Being Surrendered(2)(3)
		Total Amount Surrendered for Purchase
(1)	Must correspond exactly to the name(s) that appear(s) on the certificate(s) for the Securities and the Paying Agent's record of registered holders or, if surrendered by a DTC participant, exactly as such participant's name(s) and address(es) appear(s) on the security position listing of DTC.
(2)	Need not be completed if Securities are being surrendered by book-entry transfer.
(3)	Unless otherwise specified, the entire aggregate principal amount evidenced by such Securities will be deemed to have been surrendered for purchase.

METHOD OF DELIVERY

o CHECK HERE IF SECURITIES ARE BEING OR WILL BE PHYSICALLY DELIVERED HEREWITH.

o CHECK HERE IF SECURITIES ARE BEING OR WILL BE DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE PAYING AGENT WITH DTC, AND COMPLETE THE FOLLOWING:

Name of Surrendering Institution:

DTC Account Number:

Contact Person:

Address:

Telephone (with international dialing code):

Facsimile (with international dialing code):

Date Surrendered:

Transaction Code Number:

4

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 2, 4, 5 and 6)

To be completed ONLY if Securities not surrendered or not purchased and/or any check for the aggregate Purchase Price of Securities purchased are to be issued in the name of and sent to someone other than the undersigned, or if Securities surrendered by book-entry transfer that are not accepted for purchase are to be credited to an account maintained at DTC other than the one designated above.

Issue Check and/or Securities to:

Name: (Please Print)

Address:

(Taxpayer Identification Number or Social Security Number)

Credit unpurchased Securities by book-entry to DTC account number:

(DTC Account Number)

(Account Party)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 2, 4, 5 and 6)

To be completed ONLY if Securities not surrendered or not purchased and/or any check for the aggregate Purchase Price of Securities purchased, issued in the name of the undersigned, are to be sent to someone other than the undersigned, or to the undersigned at an address other than that indicated above.

Mail Check and/or Securities to:

Name: (Please Print)

Address:

(Including Zip Code)

NOTE: SIGNATURES MUST BE PROVIDED ON THE FOLLOWING PAGE.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

5

SIGNATURE
(See Instructions 1 and 5)
(Please Complete Substitute Form W-9)

Must be signed by registered Holder(s) exactly as name(s) appear(s) on the Securities or on a security position listing or by person(s) authorized to become registered Holder(s) of the Securities by documents transmitted with this Purchase Notice. If the signature is by an attorney-in-fact, executor, administrator, trustee, guardian, partner, officer of a corporation or another party acting in a fiduciary or representative capacity, please set forth the signer's full title.

(Signature(s) of Registered Holder(s) or Authorized Signatory)

Dated: , 2003

Name(s): (Please Print)

Capacity (full title):

Area Code(s) and Telephone Number(s):

Tax ID/SS Number(s): (Taxpayer Identification Number(s) or Social Security Number(s))

Address(es):

(Include Zip Code)

The Guarantee Below Must Be Completed in Accordance with the Instructions

GUARANTEE OF SIGNATURE(S)

(See Instructions 2 and 5)

  
Authorized Signature:

Name:

Title:

Name of Eligible Institution:

Address:

Area Code and Telephone Number:

Dated: , 2003

6

INSTRUCTIONS
Forming Part of the Terms and Conditions of this Purchase Notice

        1.     Delivery of Purchase Notice and Securities. This Purchase Notice can be used only if Securities are to be delivered to the Paying Agent or a surrender of Securities will be made by book-entry transfer to the Paying Agent's account at DTC. Holders that surrender through DTC need not submit a physical Purchase Notice to the Paying Agent if such Holders comply with the transmittal procedures of DTC. A properly completed and duly executed Purchase Notice or agent's message and any other required documents must be delivered to the Paying Agent at the appropriate address set forth on the first page of this Purchase Notice and must be received by the Paying Agent prior to 5:00 p.m., New York City time, on the Purchase Date. The term "agent's message" means a message, transmitted to DTC and received by the Paying Agent and forming a part of a book-entry transfer, that states that DTC has received an express acknowledgement that the undersigned agrees to be bound by this Purchase Notice and that the Company may enforce this Purchase Notice against the undersigned. Delivery of documents to DTC or the Company does not constitute delivery to the Paying Agent.

        The method of delivery of all documents, including Securities, this Purchase Notice and any other required documents, is at the election and risk of the surrendering Holder(s). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended.

        Each surrendering Holder, by execution of this Purchase Notice, waives any right to receive any notice of the acceptance of his or her surrender.

2.     Guarantee of Signatures. No signature guarantee is required if either:

        (a)   this Purchase Notice is signed by the registered Holder(s) of the Securities (which term, for purposes of this Purchase Notice, includes any participant in DTC whose name appears on a security position listing as the Holder of such Securities) surrendered by the Purchase Notice, unless such Holder has completed the box entitled "Special Issuance Instructions" and/or "Special Delivery Instructions" above; or

        (b)   the Securities surrendered by this Purchase Notice are surrendered for the account of an eligible guarantor institution, as defined in Rule 17Ad-15 under the Exchange Act (each, an "Eligible Institution").

        In all other cases an Eligible Institution must guarantee the signatures on this Purchase Notice. See Instruction 5.

3.     Inadequate Space. If the space provided in the box captioned "Description of Securities Being Surrendered for Purchase" is inadequate, the Security certificate numbers, the principal amount represented by the Securities and the principal amount surrendered should be listed on a separate signed schedule and attached to this Purchase Notice.

4.     Partial Surrenders and Unpurchased Securities. (Not applicable to Holders who surrender by book-entry transfer.) If less than all of the principal amount evidenced by the Securities is to be surrendered for purchase, fill in the portion of the principal amount of such Securities which is to be surrendered for purchase in the column entitled "Principal Amount Surrendered for Purchase" in the box captioned "Description of Securities Being Surrendered for Purchase." In such case, a new certificate for the remainder of the Securities evidenced by the old certificate will be issued and sent to the registered Holder(s), unless otherwise specified in the box entitled "Special Issuance Instructions" and/or "Special Delivery Instructions" in this Purchase Notice, as promptly as practicable following the later of the Purchase Date or the date the Paying Agent receives the certificate(s) evidencing the surrendered Securities; provided, however, that each Security purchased and each new Security issued

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shall be in a principal amount at maturity of $1,000 or integral multiples thereof. The full principal amount of Securities listed is deemed to have been surrendered unless otherwise indicated.

5.     Signatures on Purchase Notice and Endorsements.

        (a)   If this Purchase Notice is signed by the registered Holder(s) of the Securities surrendered for purchase hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Securities without any change whatsoever.

        (b)   If the Securities are registered in the names of two or more joint Holders, each such Holder must sign this Purchase Notice.

        (c)   If any surrendered Securities are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Purchase Notices as there are different registrations of Securities.

        (d)   (Not applicable to Holders who surrender by book-entry transfer.) When this Purchase Notice is signed by the registered Holder(s) of the Securities and transmitted hereby, no endorsement of Securities is required unless payment is to be made, or the Securities not surrendered or not purchased are to be issued, to a person other than the registered Holder(s). See Instruction 2. In such an event, signature(s) on such Securities must be guaranteed by an Eligible Institution. If this Purchase Notice is signed by a person other than the registered Holder(s) of the Securities listed, the assignment form on the Securities must be completed and signed exactly as the name(s) of the registered Holder(s) appear on the Securities and signature(s) on such Securities must be guaranteed by an Eligible Institution. See Instruction 2.

        (e)   If this Purchase Notice is signed by attorneys-in-fact, executors, administrators, trustees, guardians, partners, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company of their authority so to act.

6.     Special Payment and Special Delivery Instructions. The surrendering Holder(s) signing this Purchase Notice should indicate in the applicable box or boxes the name and address to which Securities for principal amounts not surrendered or checks for payment of the aggregate Purchase Price are to be issued or sent, if different from the name(s) and address(es) of such Holder(s). In the case of issuance in a different name, the taxpayer identification number or social security number of the person named must also be indicated. If no instructions are given, Securities not surrendered will be returned to the Holder(s). Any Holder(s) surrendering by book-entry transfer may request that Securities not surrendered be credited to such account at DTC as such Holder(s) may designate under the caption "Special Issuance Instructions." If no such instructions are given, any such Securities not surrendered will be returned by crediting the account at DTC designated above.

7.     Irregularities. The Company will determine, in its sole discretion, all questions as to the form of documents, eligibility, validity (including time of receipt) and acceptance for payment of any surrender of Securities and its determinations shall be final and binding on all parties. The Company reserves the absolute right to reject any or all surrenders it determines not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in the surrender of any particular Security. No surrender of Securities will be deemed to have been properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with surrenders must be cured within such time as the Company shall determine. The Company's interpretation of the terms of the Purchase Notice (including these instructions) will be final and binding on all parties. None of the Company, the Paying Agent or any other person is or will be obligated to give notice of any defects or irregularities in surrenders of Securities and none of them will incur any liability for failure to give such notice.

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8.     Mutilated, Lost, Stolen or Destroyed Certificates for Securities. Any Holder(s) whose certificates for Securities have been mutilated, lost, stolen or destroyed should write to or telephone the Paying Agent at the address or telephone number set forth on the front cover page of this Purchase Notice.

        The Holder will then be instructed by the Paying Agent as to the steps that must be taken in order to replace the certificates. The payment of the Purchase Price cannot be made until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed.

9.     Questions and Requests for Assistance and Additional Copies. Questions and requests for assistance may be directed to the Paying Agent and additional copies of the Company Notice and this Purchase Notice may also be obtained from the Paying Agent.

10.   Withdrawal Right. You may withdraw previously surrendered Securities at any time until 5:00 p.m., New York City time, on the Purchase Date. See Section 4 of the Company Notice for a more detailed description of withdrawal rights. You may also withdraw surrendered Securities if the Company has not yet accepted them for payment after 12:00 midnight, New York City time, on December 16, 2003 (the expiration of 40 business days from the date of the Company Notice).

11.   Transfer Taxes. If payment of the Purchase Price is to be made to, or if Securities not surrendered or purchased are to be registered in the name of, any persons other than the registered Holder(s), or if surrendered Securities are registered in the name of any person other than the person(s) signing this Purchase Notice, the amount of any transfer taxes (whether imposed on the registered Holder(s) or such other person) payable on account of the transfer to such other person will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes or an exemption therefrom is submitted.

12.   Important Tax Information. Under U.S. federal income tax law, a Holder that surrenders Securities is required to provide the Paying Agent with such Holder's current taxpayer identification number ("TIN") on a properly completed Form W-9, or, alternatively, to establish another basis for an exemption from backup withholding. If such Holder is an individual, the TIN is his or her Social Security number. If the Paying Agent is not provided with the correct TIN, the Holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, any payment made to such Holder with respect to Securities purchased pursuant to the Company Notice may be subject to 28% backup withholding.

        Certain Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that Holder must submit to the Paying Agent a properly completed Internal Revenue Service Form W-8 BEN (a "Form W-8 BEN"), signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8 BEN can be obtained from the Paying Agent. See the enclosed Form W-9 for additional instructions.

        If backup withholding applies, the Paying Agent is required to withhold 28% of any payment made to the Holder or other payee. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. The Paying Agent cannot refund amounts withheld by reason of backup withholding.

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TYCO INTERNATIONAL LTD.
PURCHASE NOTICE TO SURRENDER TYCO INTERNATIONAL LTD. LIQUID YIELD OPTION™ NOTES DUE 2020 (ZERO COUPON-SENIOR)
CUSIP Nos.: 902124 AC 0 and 902124 AA 4
Pursuant to the Company Notice Dated October 17, 2003
The addresses of the Paying Agent are as follows

EX-99.(A)(1)(C)

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Exhibit 99(a)(1)(c)

TYCO INTERNATIONAL LTD.


NOTICE OF WITHDRAWAL
OF SURRENDER OF
TYCO INTERNATIONAL LTD.
LIQUID YIELD OPTION™ NOTES DUE 2020
(ZERO COUPON-SENIOR)


CUSIP Nos.: 902124 AC 0 and 902124 AA 4


Pursuant to the Company Notice
dated October 17, 2003

        THIS OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, NOVEMBER 17, 2003 (THE "PURCHASE DATE"). REGISTERED HOLDERS OF SECURITIES MUST DELIVER A PURCHASE NOTICE ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE PURCHASE DATE IN ORDER TO RECEIVE THE PURCHASE PRICE. SECURITIES SURRENDERED FOR PURCHASE MAY BE WITHDRAWN IF THE REGISTERED HOLDER SUBMITS AND THE PAYING AGENT RECEIVES THIS COMPLETED AND SIGNED NOTICE OF WITHDRAWAL NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON THE PURCHASE DATE. YOU MAY ALSO WITHDRAW SURRENDERED SECURITIES IF THE COMPANY HAS NOT YET ACCEPTED THEM FOR PAYMENT AFTER 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 16, 2003 (THE EXPIRATION OF 40 BUSINESS DAYS FROM THE DATE OF THE COMPANY NOTICE). HOLDERS THAT SURRENDER THROUGH DTC NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

The addresses of the Paying Agent are:

By Hand: U.S. Bank National Association West Side Flats Operations Center Corporate Trust Services 60 Livingston Avenue 1st Floor—Bond Drop Window St. Paul, MN 55107	By Registered or Certified Mail or Overnight Courier: U.S. Bank National Association West Side Flats Operations Center Corporate Trust Services 60 Livingston Avenue 2nd Floor—Specialized Finance St. Paul, MN 55107
or	or
U.S. Bank National Association Corporate Trust Services 100 Wall Street, Suite 1600 16th Floor—Bond Drop Window New York, NY 10005	U.S. Bank National Association Corporate Trust Services 100 Wall Street, Suite 1600 New York, NY 10005

        All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company Notice, dated October 17, 2003, and the accompanying Purchase Notice, of Tyco International Ltd., a company organized under the laws of Bermuda (the "Company" or "Tyco"), relating to the purchase by the Company, at the option of the holder thereof, of the Company's Liquid Yield Option™ Notes due 2020 (Zero Coupon-Senior) (the "Securities") for $775.66 per $1,000 principal amount at maturity of the Securities, subject to the terms and conditions of the Indenture and the Option Materials.

        This Notice of Withdrawal is to be completed by registered holders of Securities desiring to withdraw the surrender of such Securities in the Put Option if (i) Securities have been previously surrendered to the Paying Agent by the delivery of a Purchase Notice, or (ii) delivery of such Securities has been previously made by book-entry transfer to the Paying Agent's account at the Depository Trust Company ("DTC") pursuant to the book-entry transfer procedures described under the caption "Procedures to be Followed by Holders Electing to Surrender Securities for Purchase" in the Company Notice.

Ladies and Gentlemen:

        The undersigned hereby withdraws the undersigned's surrender for purchase to the Company of the Securities described below, which Securities were previously surrendered for purchase pursuant to the Company Notice.

        The undersigned understands that the withdrawal of Securities previously surrendered in this Put Option, effected by this Notice of Withdrawal, may not be rescinded and that such Securities will no longer be deemed to be validly surrendered for purchase for purposes of the undersigned's Purchase Notice. Such withdrawn Securities may be resurrendered for purchase only by following the procedures for surrendering set forth in the Company Notice and in the accompanying Purchase Notice.

        All authority conferred or agreed to be conferred in this Notice of Withdrawal shall not be affected by and shall survive the death or incapacity of the undersigned, and any obligations of the undersigned under this Notice of Withdrawal shall be binding upon the heirs, personal and legal representatives, trustees in bankruptcy, successors and assigns of the undersigned.

*  *  *

DESCRIPTION OF SECURITIES BEING WITHDRAWN
Name(s) and Address(es) of Registered Holder(s) (Please fill in exactly as name(s) appear(s) on Securities)(1)		Securities Being Withdrawn (Attach additional signed list, if necessary)
		Security Certificate Number(s)(2)	Principal Amount Represented Securities	Principal Amount Being Withdrawn(2)(3)
		Total Amount Being Withdrawn
(1)	Must correspond exactly to the name(s) that appear(s) on the certificate(s) for the Securities and the Paying Agent's record of registered holders or, if surrendered by a DTC participant, exactly as such participant's name(s) and address(es) appear(s) on the security position listing of DTC.
(2)	Need not be completed if Securities are being surrendered by book-entry transfer.
(3)	Unless otherwise specified, the entire aggregate principal amount evidenced by such Securities will be deemed to have been withdrawn.

METHOD OF DELIVERY

o CHECK HERE IF SECURITIES WERE PHYSICALLY DELIVERED TO THE PAYING AGENT.

o CHECK HERE IF SECURITIES WERE OR ARE TO BE DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE PAYING AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Surrendering Institution:

Address:

Telephone (with international dialing code):

Facsimile (with international dialing code):

Contact Person: Date Surrendered:

DTC Account Number: Transaction Code Number:

2

SIGNATURE
(To Be Completed by All Registered Holders of Securities Being Withdrawn)

Must be signed by registered Holder(s) exactly as name(s) appear(s) on the Securities or on a security position listing or by person(s) authorized to become registered Holder(s) of the Securities by documents transmitted with this Notice of Withdrawal. If the signature is by an attorney-in-fact, executor, administrator, trustee, guardian, partner, officer of a corporation or another party acting in a fiduciary or representative capacity, please set forth the signer's full title.

(Signature(s) of Registered Holder(s) or Authorized Signatory)

Dated: , 2003

Name(s):

(Please Print)

Capacity (full title):

Address(es):

(Include Zip Code)

Area Code(s) and Telephone Number(s):

The Guarantee Below Must Be Completed in Accordance with the Instructions

GUARANTEE OF SIGNATURE(S)

  
Authorized Signature:

Name:

Title:

Name of Eligible Institution:

Address:

(Include Zip Code)

Area Code and Telephone Number:

Dated: , 2003

3

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TYCO INTERNATIONAL LTD. NOTICE OF WITHDRAWAL OF SURRENDER OF TYCO INTERNATIONAL LTD. LIQUID YIELD OPTION™ NOTES DUE 2020 (ZERO COUPON-SENIOR) CUSIP Nos.: 902124 AC 0 and 902124 AA 4 Pursuant to the Company Notice dated October 17, 2003
The addresses of the Paying Agent are

EX-99.(A)(1)(D)

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Exhibit 99(a)(1)(D)

What Number to Give the Paying Agent

        The Holder is required to give the Paying Agent his or her TIN (e.g., Social Security number or Employer Identification Number). If the Securities are held in more than one name or are held not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report.

PAYER'S NAME: U.S. Bank National Association (successor trustee to State Street Bank and Trust Company)

SUBSTITUTE Form W-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX TO THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security or                                  Employer Identification Number
	Part 2 — Certification — Under penalties of perjury, I certify that:
Department of the Treasury Internal Revenue Service	(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because (i) I am exempt from backup withholding, (ii) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of failure to report all interest or dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).
Payer's Request for Taxpayer Identification Number (TIN)	Certificate instructions — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).		Part 3 Awaiting TIN    o

Signature
Name	(Please Print)
Date

NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 30% OF ANY GROSS PAYMENTS MADE TO YOU PURSUANT TO THE OPTION. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
	YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

            I certify under penalty of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 30% of all reportable payments made to me thereafter will be withheld until I provide such a number.

Signature Date , 2003

Name (please print)

IMPORTANT: The Purchase Notice (together with the Securities or confirmation of book-entry transfer of the Securities and all other required documents) must be received by the Paying Agent at the address set forth on the first page of the Purchase Notice prior to 5:00 p.m., New York City time, on November 17, 2003.

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Exhibit 99(a)(1)(D)

EX-99.(A)(1)(E)

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Exhibit 99(a)(1)(E)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Paying Agent.— Social security numbers have nine digits separated by two hyphens, i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen, i.e., 00-0000000. The table below will help determine the number to give the Paying Agent.

For this type of account:		Give the SOCIAL SECURITY number of:	For this type of account:		Give the name and EMPLOYER IDENTIFICATION number of:
1.	An individual's account	The individual	6.	A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) (4)
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)	7.	Corporate account	The corporation
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)	8.	Religious, charitable or educational organization account	The organization
4.	a. A revocable savings trust account (in which grantor is also trustee) b. Any "trust" account that is not a legal or valid trust under State law	The grantor trustee (1) The actual owner (1)	9.	Partnership account held in the name of the business	The partnership
5.	Sole proprietorship account	The owner (3)	10.	Association, club, or other tax-exempt organization	The organization
			11.	A broker or registered nominee	The broker or nominee
			12.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your Employer Identification Number or your Social Security Number.

(4)

List first and circle the name of the legal trust, estate, or pension trust.

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
Page 2

Obtaining a Number

        If you don't have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card (for resident individuals), Form SS-4, Application for Employer Identification Number (for businesses and all other entities), or Form W-7 for International Taxpayer Identification Number (for alien individuals required to file U.S. tax returns), at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

To complete Substitute Form W-9 if you do not have a taxpayer identification number, write "Applied For" in the space for the taxpayer identification number in Part I, sign and date the Form, and give it to the requester. Generally, you will then have 60 days to obtain a taxpayer identification number and furnish it to the requester. If the requester does not receive your taxpayer identification number within 60 days, backup withholding, if applicable, will begin and will continue until you furnish your taxpayer identification number to the requester.

Payees Exempt from Backup Withholding

        Unless otherwise noted herein, all references below to section numbers or to regulations are references to the Internal Revenue Code and the regulations promulgated thereunder.

Payees specifically exempted from backup withholding on ALL payments include the following:

1.

A corporation.



2.

A financial institution.



3.

An organization exempt from tax under Section 501(a), or an individual retirement plan or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(F)(2).



4.

The United States or any agency or instrumentality thereof.



5.

A State, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof.



6.

A foreign government or a political subdivision thereof, or any agency or instrumentality thereof.



7.

An international organization or any agency or instrumentality thereof.



8.

A registered dealer in securities or commodities registered in the United States or a possession of the United States.



9.

A real estate investment trust.



10.

A common trust fund operated by a bank under Section 584(a).



11.

An entity registered at all times during the tax year under the Investment Company Act of 1940.



12.

A foreign central bank of issue.



13.

A future commission merchant registered with the Commodities Futures Trading Commission.



14.

A person registered under the Investment Advisors Act of 1940 who regularly acts as a broker.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•

Payments to nonresident aliens subject to withholding under Section 1441.



•

Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner.



•

Payments of patronage dividends where the amount received is not paid in money.



•

Payments made by certain foreign organizations.



•

Payments made to a nominee.

Payments of interest not generally subject to backup withholding include the following:

•

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if (i) this interest is $600 or more, (ii) the interest is paid in the course of the Paying Agent's trade or business, and (iii) you have not provided your correct taxpayer identification number to the Paying Agent.



•

Payments of tax-exempt interest (including exempt-interest dividends under Section 852).



•

Payments described in Section 6049(b)(5) to nonresident aliens.



•

Payments on tax-free covenant bonds under Section 1451.



•

Payments made by certain foreign organizations.



•

Payments made to a nominee.

Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYING AGENT. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYING AGENT.

Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Sections 6041, 6041A(a), 6045, and 6050A.

Privacy Act Notices—Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to the Paying Agent who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The Paying Agent must be given the numbers whether or not recipients are required to file tax returns. The Paying Agent must generally withhold 30% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to the Paying Agent. Certain penalties may also apply.

Penalties

(1)

Penalty for Failure to Furnish Taxpayer Identification Number—If you fail to furnish your taxpayer identification number to the Paying Agent, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)

Civil Penalty for False Statements With Respect to Withholding—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3)

Criminal Penalty for Falsifying Information—If you falsify certifications or affirmations, you are subject to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

EX-99.(A)(5)(A)

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Exhibit 99(a)(5)(A)

TYCO ANNOUNCES COMMENCEMENT OF TENDER
PERIOD FOR LYONS™ DUE 2020

        Pembroke, Bermuda, October 17, 2003—Tyco International Ltd. (NYSE-TYC, BSX-TYC, LSE-TYI) today announced that holders of its Liquid Yield Option™ Notes due 2020 (Zero Coupon-Senior) (the "LYONs") have the right to surrender their LYONs for purchase during a period that begins today and ends on Monday, November 17, 2003. Pursuant to the indenture under which the LYONs were issued in November of 2000, each holder of the LYONs has the right to require Tyco to purchase, until 5:00 p.m., New York time on Monday, November 17, 2003, such holder's LYONs at a price equal to $775.66 per $1,000 principal amount at maturity of the LYONs.

        Under the terms of the LYONs, Tyco shall purchase any tendered LYONs solely with cash. The aggregate principal amount due at maturity for all outstanding LYONs is approximately $3.2 billion. If all outstanding LYONs were surrendered for purchase, the aggregate cash purchase price would be approximately $2.5 billion. Tyco intends to use available funds to repurchase the LYONs.

        In order to surrender LYONs for purchase, holders must deliver a purchase notice to U.S. Bank National Association (successor trustee to State Street Bank and Trust Company, N.A.), the trustee and paying agent for the LYONs, on or before 5:00 p.m., New York City time, on Monday, November 17, 2003. Holders may withdraw any LYONs previously surrendered for purchase at any time prior to 5:00 p.m., New York City time, on Monday, November 17, 2003.

        Tyco filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission today. Tyco will make available to LYONs holders, through the Depository Trust Company, documents specifying the terms, conditions and procedures for surrendering and withdrawing LYONs for purchase. LYONs holders are encouraged to read these documents carefully before making any decision with respect to the surrender of LYONs, because these documents contain important information regarding the details of Tyco's obligation to purchase the LYONs.

        The LYONs are convertible into 10.3014 Tyco Common Shares per $1,000 principal amount at maturity of LYONs, subject to certain conditions set forth in the indenture and in the LYONs, and subject to adjustment under certain circumstances.

        This press release does not constitute an offer to purchase the LYONs. The offer to purchase is made solely by Tyco's company notice dated October 17, 2003.

ABOUT TYCO INTERNATIONAL

        Tyco International Ltd. is a diversified manufacturing and service company. Tyco is the world's largest manufacturer and servicer of electrical and electronic components; the world's largest designer, manufacturer, installer and servicer of undersea telecommunications systems; the world's largest manufacturer, installer and provider of fire protection systems and electronic security services and the world's largest manufacturer of specialty valves. Tyco also holds strong leadership positions in medical device products, and plastics and adhesives. Tyco operates in more than 100 countries and had fiscal 2002 revenues from continuing operations of approximately $36 billion.

FORWARD-LOOKING INFORMATION

        This release contains certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward looking and the words "anticipate," "believe," "expect," "estimate," "project," and similar expressions are generally intended to identify forward-looking statements. The forward-looking statements in this release include statements addressing future financial condition and operating results.

        Economic, business, competitive and/or regulatory factors affecting Tyco's businesses are examples of factors, among others, that could cause actual results to differ materially from those described in the forward-looking statements.

        More detailed information about these and other factors is set forth in Tyco's Annual Report on Form 10-K for the fiscal year ended September 30, 2002, as amended, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, as amended. Tyco is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

CONTACTS:	Media: Gary Holmes, 609-720-4387
	Investor Relations:	Ed Arditte, 609-720-4621
		John Roselli, 609-720-4624

*

"Liquid Yield Option" and "LYONs" are Trademarks of Merrill Lynch & Co., Inc.

2

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TYCO ANNOUNCES COMMENCEMENT OF TENDER PERIOD FOR LYONS™ DUE 2020

EX-99.(D)(2)

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Exhibit 99(d)(2)

TYCO INTERNATIONAL LTD.
LIQUID YIELD OPTION™ NOTES DUE 2020
(ZERO COUPON—SENIOR)
SUPPLEMENTAL INDENTURE NO. 1
DATED AS OF OCTOBER 17, 2003

TYCO INTERNATIONAL LTD.,
the Company,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Supplemental Indenture No. 1 to the
Indenture
dated as of November 17, 2000

        This Supplemental Indenture No. 1, dated as of October 17, 2003 (this "Supplemental Indenture"), is entered into by and among Tyco International Ltd., a Bermuda company (the "Company"), and U.S. Bank National Association, as successor to State Street Bank and Trust Company, as Trustee (the "Trustee").

W I T N E S S E T H:

        WHEREAS, the Company and State Street Bank and Trust Company, predecessor to U.S. Bank National Association, as Trustee (the "Trustee") entered into an Indenture, dated as of November 17, 2000 (as supplemented and amended from time to time, the "Indenture"), providing for the issuance of the Company's Liquid Yield Option™ Notes due 2020 (Zero Coupon—Senior) (the "Securities");

        WHEREAS, Section 9.1(1) of the Indenture provides that the Company and the Trustee may amend the Indenture or the Securities without the consent of any Securityholder, so long as such changes do not materially and adversely affect the interests of the Securityholders, to cure any ambiguity, omission, defect or inconsistency in the Indenture;

        WHEREAS, Section 3.13 of the Indenture requires, among other things, that the Company comply with Rule 13e-4 and Rule 14e-1 under the Exchange Act of 1934 (the "Tender Offer Rules") when complying with Sections 3.8 and 3.9 of the Indenture;

        WHEREAS, certain provisions of Section 3.8(a) and 3.9(c) of the Indenture are inconsistent with the requirements of the Tender Offer Rules; and

        WHEREAS, the Company and the Trustee desire to supplement and amend the Indenture to cure the above-referenced inconsistency.

        NOW, THEREFORE,

        For and in consideration of the premises set forth above, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Securityholders as follows:

ARTICLE 1.
AMENDMENTS

        Section 1.1.    The first sentence of Section 3.8(a)(1) of the Indenture up to the word "stating:" shall be amended and restated in its entirety to read as follows:

"(1) delivery to the Paying Agent by the Holder of a written notice of purchase (a "Purchase Notice") at any time from the opening of business on the date that is 20 Business Days prior to the close of business on such Purchase Date stating:"

        Section 1.2.    The first sentence of Section 3.9(c) of the Indenture up to the word "stating:" shall be amended and restated in its entirety to read as follows:

"(c) A Holder may exercise its rights specified in Section 3.9(a) upon delivery of a written notice of purchase (a "Change in Control Purchase Notice") to the Paying Agent at any time prior to the close of business on the Change in Control Purchase Date, stating:"

ARTICLE 2.
MISCELLANEOUS

        Section 2.1.    The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects adopted, ratified and confirmed, and all of the terms, provisions and conditions thereof shall be and remain in full force and effect, and this Supplemental Indenture and all its provisions shall be deemed a part thereof.

        Section 2.2.    In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

        Section 2.3.    THIS SUPPLEMENTAL INDENTURE AND ALL DISPUTES, CONTROVERSIES OR CLAIMS ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR A BREACH HEREOF SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS AND RULES OF SAID STATE.

        Section 2.4.    This Supplemental Indenture has been simultaneously executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Delivery by telecopier of an executed signature page hereto shall be effective as delivery of a manually executed counterpart hereof.

        IN WITNESS WHEREOF, the Company and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

TYCO INTERNATIONAL LTD.
By:	/s/  DAVID J. FITZPATRICK
	Name:	David J. FitzPatrick
	Title:	Executive Vice President and Chief Executive Officer
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	/s/  GERALD WHEELER Authorized Signatory

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W I T N E S S E T H
ARTICLE 1. AMENDMENTS
ARTICLE 2. MISCELLANEOUS