SC TO-I

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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

TYCO INTERNATIONAL LTD.
TYCO INTERNATIONAL GROUP S.A.
(Name of Subject Company (Issuer))

TYCO INTERNATIONAL LTD.
TYCO INTERNATIONAL GROUP S.A.
(Name of Filing Persons (Offeror))

Zero Coupon Convertible Debentures due 2021
(Title of Class of Securities)

902118 AW 8
(CUSIP Number of Class of Securities)

William B. Lytton, Esq
c/o Tyco International (US) Inc.
9 Roszel Road
Princeton, New Jersey 08540
(609) 720-4200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Steven R. Finley, Esq.
Sean P. Griffiths, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166-0193
Tel. (212) 351-4000
Fax. (212) 351-4035

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$71,387.36	$7.64

*

Calculated solely for purposes of determining the filing fee. The purchase price of the Zero Coupon Convertible Debentures due 2021, as described herein, is $811.22 per $1,000 principal amount at maturity outstanding. As of January 12, 2007, there was approximately $88,000.00 in aggregate principal amount at maturity outstanding, resulting in an aggregate maximum purchase price of $71,387.36.

**

The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 5 for Fiscal Year 2007 issued by the Securities and Exchange Commission on December 8, 2006, and equals $107 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.	Filing Party:	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 ("Tyco"), and Tyco International Group S.A., a company organized under the laws of Luxembourg and a wholly owned subsidiary of Tyco (the "Company"), and relates to the offer to purchase the Zero Coupon Convertible Debentures due 2021 issued by the Company on February 12, 2001 (the "Securities"), upon the terms and subject to the conditions set forth in the Indenture (as defined below), the Company Notice, dated January 12, 2007 (the "Company Notice"), and the related offer materials filed as Exhibits (a)(1)(B) to (d)(2) to this Schedule TO-I (which Company Notice and related offer materials, as amended or supplemented from time to time, collectively constitute the "Option"). The Securities were issued pursuant to an Indenture, dated February 12, 2001, by and among the Company, Tyco and U.S. Bank, N.A. (as successor trustee to State Street Bank and Trust Company), as Trustee ("Trustee"), as amended by Supplemental Indenture No. 1, dated January 10, 2003, by and among the Company, Tyco and Trustee (the "Indenture").

        The Option will expire at 5:00 p.m., New York City time, on February 12, 2007. 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").

Items 1 through 9.

        The Company is the issuer of the Securities and is offering to purchase all of the Securities pursuant to the terms of the Indenture. The payment and performance of all obligations of the Company under the Indenture and the Securities are fully and unconditionally guaranteed by Tyco, the Company's parent company. The Securities are convertible into common shares, nominal value $0.20 per share, of Tyco (the "Common Shares"). Tyco maintains its registered and principal executive offices at 90 Pitts Bay Road, Second Floor, Pembroke HM 08, Bermuda. The executive offices of Tyco's principal United States subsidiaries are located at 9 Roszel Road, Princeton, New Jersey 08540. The telephone number there is (609) 720-4200. The Company maintains its registered and principal executive offices at 17, Boulevard de la Grande-Duchesse Charlotte, L-1331 Luxembourg. The Company's telephone number is (352) 464-340-1. As permitted by General Instruction F to Schedule TO, all of the information set forth in the Option is incorporated by reference into this Schedule TO-I.

Item 10. Financial Statements

        (a)   Tyco and the Company believe that their financial condition is not material to a Securityholder's decision whether to put the Securities to the Company because the consideration being paid to holders surrendering Securities consists solely of cash, the Option is not subject to any financing conditions, the Option applies to all outstanding Securities and Tyco is a public reporting company that files reports electronically on EDGAR. The financial condition and results of operations of Tyco and its subsidiaries (including the Company) 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

(a)(1)(A)	Company Notice to Holders of Tyco International Group S.A. Zero Coupon Convertible Debentures due 2021, dated January 12, 2007.
(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. and Tyco International Group S.A. on January 12, 2007.
(b)	Not applicable.
(d)(1)	Indenture, dated February 12, 2001, by and among Tyco International Group S.A., Tyco International Ltd. and State Street Bank and Trust Company, incorporated by reference to Exhibit 4.2 to Tyco's Registration Statement on Form S-3 (File Nos. 333-57180 and 333-57180-01), as filed with the Securities and Exchange Commission on March 16, 2001.
(d)(2)	Supplemental Indenture No. 1, dated January 10, 2003, by and among Tyco International Group S.A., Tyco International Ltd. and U.S. Bank, N.A. (as successor trustee to State Street Bank and Trust Company), incorporated by reference to Exhibit (d)(2) to Tyco and the Company's Schedule TO-I, as filed with the Securities and Exchange Commission on January 14, 2003.
(g)	Not applicable.
(h)	Not applicable.

Item 13. Information Required by Schedule 13E-3

        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/  CHRISTOPHER J. COUGHLIN Name: Christopher J. Coughlin Title: Executive Vice President and Chief Financial Officer
TYCO INTERNATIONAL GROUP S.A.
By:	/s/  MICHELANGELO STEFANI Name: Michelangelo Stefani Title: Managing Director

Dated: January 12, 2007

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EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Company Notice to Holders of Tyco International Group S.A. Zero Coupon Convertible Debentures due 2021, dated January 12, 2007.
(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. and Tyco International Group S.A. on January 12, 2007.
(b)	Not applicable.
(d)(1)	Indenture, dated February 12, 2001, by and among Tyco International Group S.A., Tyco International Ltd. and State Street Bank and Trust Company, incorporated by reference to Exhibit 4.2 to Tyco's Registration Statement on Form S-3 (File Nos. 333-57180 and 333-57180-01), as filed with the Securities and Exchange Commission on March 16, 2001.
(d)(2)	Supplemental Indenture No. 1, dated January 10, 2003, by and among Tyco International Group S.A., Tyco International Ltd. and U.S. Bank, N.A. (as successor trustee to State Street Bank and Trust Company), incorporated by reference to Exhibit (d)(2) to Tyco and the Company's Schedule TO-I, as filed with the Securities and Exchange Commission on January 14, 2003.
(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)

COMPANY NOTICE
TO HOLDERS OF
TYCO INTERNATIONAL GROUP S.A.
ZERO COUPON CONVERTIBLE DEBENTURES DUE 2021

CUSIP Number: 902118 AW 8

        NOTICE IS HEREBY GIVEN pursuant to the terms and conditions of the Indenture, dated February 12, 2001, as amended by Supplemental Indenture No. 1, dated January 10, 2003 (the "Indenture"), by and among Tyco International Group S.A., a company organized under the laws of Luxembourg (the "Company"), Tyco International Ltd., a company organized under the laws of Bermuda ("Tyco") and U.S. Bank, N.A. (as successor trustee to State Street Bank and Trust Company), a national banking association organized and existing under the laws of the United States of America (the "Paying Agent"), relating to the Zero Coupon Convertible Debentures due 2021 of the Company (the "Securities"), that at the option of the holder thereof (the "Holder"), each Security will be purchased by the Company for $811.22 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 this Company Notice, including the accompanying Purchase Notice (the "Option"). Holders may surrender their Securities from January 12, 2007, through 5:00 p.m., New York City time, on February 12, 2007. This Company Notice is being sent pursuant to the provisions of Section 3.8 of the Indenture and paragraph 6 of the Securities. All capitalized terms used but not specifically defined herein shall have the meanings given to such terms in the Indenture.

To exercise your option to have the Company purchase the Securities and receive payment of $811.22 per $1,000 principal amount at maturity of the Securities ("$1,000 principal amount"), you must validly surrender the Securities and the enclosed Purchase Notice to the Paying Agent (and not have withdrawn such surrendered Securities and Purchase Notice), before 5:00 p.m., New York City time, on Monday, February 12, 2007 (the "Purchase Date"); Securities surrendered for purchase may be withdrawn at any time before 5:00 p.m., New York City time, on the Purchase Date. Holders may also withdraw surrendered Securities at any time after expiration of 40 business days from the date of this Company Notice if their Securities have not yet been accepted for payment. The right of Holders to surrender Securities for purchase in the Option expires at 5:00 p.m., New York City time, on the Purchase Date.

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.

        The addresses for the Paying Agent are as follows:

In Person or Overnight Mail:	By Registered or Certified Mail:
U.S. Bank, N.A. Corporate Trust Services/Specialized Finance 60 Livingston Avenue, 1st Floor Bond Drop Window St. Paul, MN 55107 Tel: (800) 934-6802	U.S. Bank, N.A. Corporate Trust Services P.O. Box 64111 St. Paul, MN 55164-0111 Tel: (800) 934-6802

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

The date of this Company Notice is January 12, 2007.

TABLE OF CONTENTS

				Page
SUMMARY TERM SHEET				1
IMPORTANT INFORMATION CONCERNING THE OPTION				4
	1.	Information Concerning the Company and Tyco		4
	2.	Information Concerning the Securities		4
		2.1	The Company's Obligation to Purchase the Securities	5
		2.2	Purchase Price	5
		2.3	Conversion Rights of the Securities	5
		2.4	Market for the Securities and Tyco Common Shares	6
		2.5	Redemption	6
		2.6	Change in Control	6
		2.7	Ranking	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		8
	7.	Plans or Proposals of the Company and Tyco		8
	8.	Interests of Directors, Executive Officers and Affiliates of the Company and Tyco in the Securities		9
	9.	Purchases of Securities by the Company, Tyco and Their Respective Affiliates		10
	10.	Material United States and Luxembourg Tax Considerations		10
	11.	Additional Information		12
	12.	No Solicitations		13
	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, Tyco or their respective boards of directors or employees are 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.

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SUMMARY TERM SHEET

The following are answers to some of the questions that you may have about the Option. To understand the Option fully and for a more complete description of the terms of the Option, we urge you to read carefully the remainder of this Company Notice and the accompanying Purchase Notice because 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.

    •     Who is offering to purchase my Securities?

        Tyco International Group S.A., a company organized under the laws of Luxembourg (the "Company"), is offering to purchase your validly surrendered Zero Coupon Convertible Debentures due 2021 (the "Securities"). (Page 4)

    •     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 January 12, 2007, there was approximately $88,000.00 aggregate principal amount at maturity of Securities outstanding. The Securities were issued under an Indenture, dated February 12, 2001, as amended by Supplemental Indenture No. 1, dated January 10, 2003 (the "Indenture"), by and among the Company, Tyco International Ltd., a company organized under the laws of Bermuda ("Tyco"), and U.S. Bank, N.A. (as successor trustee to State Street Bank and Trust Company), a national banking association organized and existing under the laws of the United States of America (the "Paying Agent"). (Pages 4-5)

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

        Pursuant to the Indenture, we will pay, in cash, a purchase price of $811.22 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)

    •     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, Tyco's operating results and the market for similar securities. To the extent available, Holders are urged to obtain current market quotations for the Securities before making any decision with respect to the Option. (Pages 5-6)

    •     Why are you making the offer?

        The Company is required to make the offer pursuant to the terms of the Securities and the Indenture. (Page 5)

    •     What does the board of directors for each of Tyco and the Company think of the Option?

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

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    •     When does the Option expire?

        The Option expires at 5:00 p.m., New York City time, on February 12, 2007. The Company will not extend the period Holders have to accept the Option. (Page 5)

    •     What are the conditions to the purchase by the Company of the Securities?

        Provided that the purchase by the Company of validly surrendered Securities is not unlawful, such purchase will not be subject to any other conditions. (Page 5)

    •     How do I surrender my Securities?

        To surrender your Securities for purchase pursuant to the 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 February 12, 2007. 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 February 12, 2007. 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.



•

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. (Pages 6-8)

    •     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 Option. We will promptly forward to the Paying Agent, before 10:00 a.m., New York City time, on February 13, 2007, the funds required to pay the Purchase Price for the surrendered Securities, and the Paying Agent will promptly distribute such funds to the Holders. (Page 8)

    •     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 February 12, 2007. You may also withdraw previously surrendered Securities at any time after the expiration of 40 business days from the date of this Company Notice if your Securities have not yet been accepted for payment by us. (Page 8)

    •     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 before 5:00 p.m., New York City time, on February 12, 2007.

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)

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    •     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 Option, we will not purchase your Securities and such Securities will remain outstanding subject to their existing terms. (Page 7)

    •     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 (a "$1,000 principal amount") or an integral multiple thereof, unless such requirement was waived in a previous tender offer for the Securities. (Page 7)

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

        Yes. 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 8.6916 common shares of Tyco, the parent corporation of the Company, subject to the terms, conditions and adjustments specified in the Indenture. (Page 5)

        As previously reported in Tyco's periodic filings, including Tyco's annual report on Form 10-K, filed on December 11, 2006, Tyco announced on January 13, 2006 that its board of directors had approved a plan to separate Tyco into three separate, publicly traded companies—Tyco Healthcare, Tyco Electronics and a combination of Tyco Fire and Security and Engineered Products and Services. (Page 4)

    •     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 Option?

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

    •     Who is the Paying Agent?

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

    •     Who can I talk to if I have questions about the Option?

        Questions and requests for assistance in connection with the surrender of Securities for purchase in this Option may be directed to U.S. Bank, N.A. at (800) 934-6802.

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IMPORTANT INFORMATION CONCERNING THE OPTION

1.Information Concerning the Company and Tyco.    Tyco International Group S.A., a company organized under the laws of Luxembourg (the "Company"), is offering to purchase its Zero Coupon Convertible Debentures due 2021 (the "Securities").

        The Company was formed as a Luxembourg company on March 30, 1998, as a wholly owned subsidiary of Tyco International Ltd., a company organized under the laws of Bermuda ("Tyco"). The Company is a holding company whose only business is to own indirectly a substantial portion of the operating subsidiaries of Tyco and to perform treasury operations for Tyco companies. Otherwise, it conducts no independent business.

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

•

designs, manufactures and distributes electrical and electronic components and related solutions;



•

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



•

designs, manufactures and distributes medical devices and supplies, imaging agents, pharmaceuticals and adult incontinence and infant care products; and



•

designs, manufactures, distributes and services engineered products, including industrial valves and controls, as well as steel tubular goods, and provides consulting, engineering and construction management and operating services.

        Tyco maintains its registered and principal executive offices at 90 Pitts Bay Road, Second Floor, Pembroke HM 08, Bermuda. The executive offices of Tyco's principal United States subsidiaries are located at 9 Roszel Road, Princeton, NJ 08540. The telephone number there is (609) 720-4200. The Company, a Luxembourg subsidiary, maintains its registered and principal executive offices at 17, Boulevard de la Grande-Duchesse Charlotte, L-1331 Luxembourg. The Company's telephone number is (352) 464-340-1.

        As previously reported in Tyco's periodic filings, including Tyco's annual report on Form 10-K, filed on December 11, 2006, Tyco announced on January 13, 2006 that its board of directors had approved a plan to separate Tyco into three separate, publicly traded companies—Tyco Healthcare, Tyco Electronics, and a combination of Tyco Fire and Security and Engineered Products and Services (the "Proposed Separation").

        Consummation of the Proposed Separation is subject to certain conditions, including final approval by Tyco's board of directors, receipt of certain tax rulings, necessary opinions of counsel, the filing and effectiveness of registration statements with the Securities and Exchange Commission and the completion of any necessary debt refinancings. Approval by the Company's shareholders is not required as a condition to the consummation of the Proposed Separation. Tyco has received an initial private letter ruling from the United States Internal Revenue Service regarding the U.S. federal income tax consequences of the Proposed Separation noting it will qualify for favorable tax treatment. Tyco expects to file Registration Statements in connection with the Proposed Separation during the first calendar quarter of 2007. Following the Proposed Separation, holders of the Common Shares (as defined below) will own 100% of the outstanding equity in all three companies through tax-free stock dividends.

2.Information Concerning the Securities.    The Securities were issued under an Indenture, dated February 12, 2001, as amended by Supplemental Indenture No. 1, dated January 10, 2003 (the "Indenture"), by and among the Company, Tyco and U.S. Bank, N.A. (as successor trustee to State Street Bank and Trust Company), a national banking association organized and existing under the laws of the United States of America (the "Paying Agent"). The Securities mature on February 12, 2021.

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        The Indenture was amended by Supplemental Indenture No. 1, dated January 10, 2003, by and among the Company, Tyco and the Paying Agent, to extend the period during which holders of the Securities (each a "Holder") may Surrender Securities, in compliance with United States federal securities laws.

2.1The Company's Obligation to Purchase the Securities.    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 February 12, 2007, February 12, 2009 and February 12, 2016. The purchase price on such dates shall equal the Issue Price (as defined in the Indenture) of $741.65 plus accrued Original Issue Discount (as defined in the Indenture) as of the applicable purchase date.

        This Option will expire at 5:00 p.m., New York City time, on Monday, February 12, 2007 (the "Purchase Date"). Provided that the purchase by the Company of validly surrendered Securities is not unlawful, such purchase will not be subject to any other conditions and will be made promptly after expiration of the Option. The payment by the Company for validly tendered Securities is subject to the Payment Agent's receipt of the certificate(s) representing the surrendered Securities.

2.2Purchase Price.    Pursuant to the terms of the Indenture and the Securities, the purchase price to be paid by the Company for the Securities promptly after the Purchase Date is $811.22 per $1,000 principal amount at maturity 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 and not withdrawn. If you are surrendering only a portion of your Securities for purchase, such Securities will be accepted only in principal amounts at maturity equal to $1,000 (the "$1,000 principal amount") or integral multiples thereof, unless such requirement was waived in a previous tender offer for the Securities. 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 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 Common Shares (as defined below) before making a decision whether to surrender their Securities for purchase.

        None of the Company, Tyco or their respective boards of directors or employees are 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 and other relevant factors.

2.3Conversion 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 January 12, 2007 is 8.6916 Common Shares per $1,000 principal amount of the Securities. 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 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 before 5:00 p.m., New York City time, on the Purchase Date, as described in Section 4 hereto.

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2.4Market 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, Tyco's operating results and the market for similar securities. To the extent available, Holders are urged to obtain current market quotations for the Securities before making any decision with respect to the Option. The Securities are held through the Depository Trust Company ("DTC"). As of January 12, 2007, there was approximately $88,000.00 aggregate principal amount at maturity of Securities outstanding and DTC was and is the sole record holder of the Securities.

        The Common Shares of Tyco into which the Securities are convertible are listed on the NYSE, under the symbol "TYC" The following table sets forth, for the fiscal quarters indicated, the high and low sales prices of the Common Shares as reported on the NYSE.

Year ended September 30, 2005
	First Quarter	$36.42	$29.65	$0.1000
	Second Quarter	$36.58	$32.85	$0.1000
	Third Quarter	$34.48	$27.27	$0.1000
	Fourth Quarter	$31.08	$26.97	$0.1000
Year ended September 29, 2006
	First Quarter	$29.65	$25.66	$0.1000
	Second Quarter	$31.28	$24.65	$0.1000
	Third Quarter	$28.70	$25.53	$0.1000
	Fourth Quarter	$28.07	$24.97	$0.1000
Year ended September 28, 2007
	First Quarter	$31.83	$27.70	$0.1000
	Second Quarter (through January 11, 2007)	$32.32	$29.28	—

        On January 11, 2007, the last reported sales price of the Common Shares on the NYSE was $32.15 per share. As of such date, there was approximately 1,976,168,492 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 Option.

        As discussed above, on January 13, 2006, Tyco announced that its board of directors had approved a plan to separate Tyco into three separate, publicly traded companies—Tyco Healthcare, Tyco Electronics and a combination of Tyco Fire and Security and Engineered Products and Services. The dividend policies of each will be established in the sole discretion of the boards of directors of each.

2.5Redemption.    The Securities are not redeemable by the Company before February 12, 2009. Beginning on February 12, 2009, the Securities are redeemable for cash at any time at the option of the Company, in whole or in part, at a redemption price 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.

2.6Change in Control.    The Securities may be redeemed at the option of the Holder if there is a Change in Control (as defined in the Indenture) at a redemption price equal to the Issue Price (as defined in the Indenture) plus accrued Original Issue Discount (as defined in the Indenture) to the date of redemption.

2.7Ranking.    The Securities are unsecured and unsubordinated obligations of the Company and are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Tyco. The Securities and guarantees rank equal in right of payment with all of the Company's and Tyco's existing and future unsecured and unsubordinated indebtedness, respectively. The Securities and guarantees are

6

effectively subordinated to all existing and future indebtedness and other liabilities of the Company's and Tyco's subsidiaries, respectively.

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 surrender and do not withdraw the Securities on or before 5:00 p.m., New York City time, on the Purchase Date. Only registered Holders are authorized to surrender their Securities for purchase. Holders may surrender some or all of their Securities; however, if you are surrendering only a portion of your Securities, such Securities must be in $1,000 principal amount or an integral multiple thereof, unless such requirement was waived in a previous tender offer for the Securities.

        If Holders do not validly surrender their Securities on or before 5:00 p.m., New York City time, on the Purchase Date, their Securities will remain outstanding subject to the existing terms of the Securities.

3.1Method 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 the Purchase Date to permit delivery to the Paying Agent before 5:00 p.m., New York City time, on February 12, 2007.

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

•

the certificate number of the Securities being delivered for purchase;



•

the portion of the principal amount of the Securities which will be delivered to be purchased, which portion must be in principal amounts of $1,000 at maturity or an integral multiple thereof, unless such requirement was waived in a previous tender offer for the Securities; and



•

a statement that such Securities shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in the Indenture and paragraph 6 of the Securities.

3.3Delivery of Securities.

        Securities in Certificated Form.    To receive the Purchase Price, Holders of Securities in certificated form must deliver to the Paying Agent the Securities to be surrendered for purchase and the accompanying Purchase Notice, or a copy thereof, on or before 5:00 p.m., New York City time, on the Purchase Date.

        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 the Company his or her beneficial interest in the 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 the Purchase Date; and

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•

electronically transmitting his or her acceptance through DTC's PTS, subject to the terms and procedures of that system. 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, Tyco 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 before 5:00 p.m., New York City time, on the Purchase Date. Holders may also withdraw surrendered Securities at any time after 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 Option. Securities withdrawn from the Option may be resurrendered 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.    The Purchase Price for any Securities validly surrendered for purchase and not withdrawn shall be paid to the Holder promptly following the Purchase Date. Each Holder of a beneficial interest in the Securities that has properly delivered such beneficial interest for purchase by the Company through DTC and not validly withdrawn such delivery before 5:00 p.m., New York City time, on the Purchase Date, will receive the Purchase Price promptly following the Purchase Date.

        The total amount of funds required by the Company to purchase all of the Securities is approximately $72,000 (assuming all of the Securities are validly surrendered for purchase and accepted for payment). Tendered Securities will be purchased with cash on hand.

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

7.Plans or Proposals of the Company and Tyco.    Other than in connection with the Proposed Separation or as otherwise described herein, the Company and Tyco currently have no plans which

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would be material to a Holder's decision to surrender Securities for purchase in the Option, which relate to or which would result in:

•

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



•

any purchase, sale or transfer of a material amount of assets of the Company, Tyco or any of their respective subsidiaries;



•

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



•

any change in the present board of directors or management of the Company or Tyco, 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 or Tyco;



•

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



•

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



•

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



•

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



•

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

8.Interests of Directors, Executive Officers and Affiliates of the Company and Tyco in the Securities.    Except as otherwise disclosed below, to the knowledge of each of the Company and Tyco:

•

none of the Company, Tyco or their respective 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 or Tyco 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 the Company, Tyco or their respective officers, directors or affiliates has engaged in any transactions in the Securities.

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

        In connection with his or her services to Tyco and its affiliates, each of the Company's and Tyco's executive officers and directors is a party to ordinary stock option, stock unit or restricted stock plans or other arrangements involving the Common Shares. Except as described above, none of the Company, Tyco or, to their knowledge, any of their respective 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 Option or with respect to any of their respective securities, including, but not limited to, any contract, arrangement, understanding or agreement concerning the transfer or the

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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, Tyco and Their Respective Affiliates.    Each of the Company, Tyco and their respective affiliates, including their respective 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 Option until at least the tenth business day after the Purchase Date. Following such time, if any Securities remain outstanding, the Company, Tyco and their 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 expiration of the 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 Option, the market price of the Common Shares, the business and financial position of Tyco and the Company, and general economic and market conditions.

10.Material United States and Luxembourg Tax Considerations.

        U.S. Federal Income Tax Considerations.    The following discussion, which is for general information only, is a summary of the material U.S. federal income tax considerations relating to the surrender of Securities for purchase pursuant to the Option. This discussion does not purport to be a complete analysis of all potential tax effects of the Option. This summary is based upon laws, regulations, rulings and decisions currently in effect, all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. Moreover, this summary applies only to Holders who hold Securities as "capital assets" within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"), and does not purport to deal with persons in special tax situations, such as financial institutions, insurance companies, regulated investment companies, tax exempt investors, dealers in securities and currencies, U.S. expatriates, persons holding Securities as a position in a "straddle," "hedge," "conversion" or other integrated transaction for tax purposes, persons who own, directly or indirectly, 10% or more of our voting power, or U.S. Holders (as defined below) whose functional currency is not the U.S. dollar. Further, this discussion does not address the consequences under U.S. federal estate or gift tax laws or the laws of any U.S. state or locality or any foreign jurisdiction.

        For purposes of this discussion, a "U.S. Holder" means a beneficial owner of Securities that is, for U.S. federal income tax purposes: a citizen or resident of the United States; a corporation (or other entity that has elected to be treated as a corporation) created or organized in or under the laws of the United States or any political subdivision thereof; an estate the income of which is subject to U.S. federal income tax regardless of its source; a trust if a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have authority to control all of its substantial decisions; and certain electing trusts that were in existence and treated as U.S. trusts on August 20, 1996. 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 Option.

U.S. Holders

        A U.S. Holder who receives cash in exchange for Securities pursuant to the Option will recognize taxable gain or loss equal to the difference between (i) the amount of cash received, and (ii) the Holder's adjusted tax basis in the Securities surrendered. A U.S. Holder's adjusted tax basis in the Securities will generally equal the U.S. Holder's cost of the Securities increased by any original issue

10

discount or market discount previously included in income by such Holder with respect to such Securities. Subject to the market discount rules discussed below, such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the Holder held the Securities for more than one year. Long-term capital gain of non-corporate taxpayers is generally subject to a maximum tax rate of 15%. The deductibility of capital losses is subject to limitations.

        A U.S. Holder who acquired Securities at a market discount generally will be required to treat any gain recognized upon the purchase of its Securities pursuant to the Option as ordinary income rather than capital gain to the extent of the accrued market discount, unless the U.S. Holder elected to include market discount in income as it accrued. Subject to a de minimis exception, "market discount" generally equals the excess of the "adjusted issue price" (the sum of the issue price of the Securities and the aggregate amount of original issue discount includible in gross income by all prior holders of the Securities) of the Securities at the time acquired by the Holder over the Holder's initial tax basis in the Securities.

Non-U.S. Holders

        A non-U.S. Holder who receives cash in exchange for Securities pursuant to the Option generally will not be subject to U.S. federal income tax on any gain recognized, unless (a) the gain is effectively connected with the conduct by such non-U.S. Holder of a trade or business, or, in the case of a treaty resident, is attributable to a permanent establishment or a fixed base, in the United States, or (b) such non-U.S. Holder is an individual who is present in the U.S. for 183 days or more in the taxable year of disposition and certain other conditions are met.

        A non-U.S. holder described in clause (a) above will be subject to U.S. federal income tax on the net gain derived from the sale in the same manner as a U.S. holder. If a non-U.S. holder is eligible for the benefits of a tax treaty between the United States and its country of residence, any such gain will be subject to U.S. federal income tax in the manner specified by the treaty and generally will only be subject to such tax if such gain is attributable to a permanent establishment maintained by the non-U.S. holder in the United States. To claim the benefit of a treaty, a non-U.S. holder must properly submit an IRS Form W-8BEN (or suitable successor or substitute form). A non-U.S. holder that is a foreign corporation and is described in clause (a) above will be subject to tax on gain under regular graduated U.S. federal income tax rates and, in addition, may be subject to a branch profits tax at a 30% rate or a lower rate if so specified by an applicable income tax treaty. An individual non-U.S. holder described in the second clause (b) above will be subject to a flat 30% U.S. federal income tax on the gain derived from the sale, which may be offset by U.S. source capital losses, even though the holder is not considered a resident of the United States.

Backup Withholding

        Under the backup withholding provisions of the Code, a U.S. Holder who surrenders Securities for purchase will generally be subject to backup withholding at the rate of 28% of any gross payment if (a) such Holder fails to provide a certified Taxpayer Identification Number (Employer Identification Number or Social Security Number) or certification of exempt status, (b) has been notified by the Internal Revenue Service that it is subject to backup withholding as a result of the failure to properly report payments of interest or dividends, or (c) in certain circumstances, has failed to certify under penalty of perjury that it is not subject to backup withholding. U.S. Holders electing to surrender Securities should complete the Substitute Form W-9 which is part of the Purchase Notice and attach it to the Securities being surrendered.

        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 be required. Information reporting, and possibly backup withholding, may apply if the Securities are held by a

11

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). 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 Option.

        Any amounts withheld under the backup withholding rules will generally be allowed as a refund or a credit against a Holder's U.S. federal income tax liability provided the required information is properly furnished to the Internal Revenue Service on a timely basis.

        Luxembourg Tax Considerations.    Under current Luxembourg tax laws, no withholding or deduction is imposed in Luxembourg in respect of payments to be made to purchase the Securities pursuant to the Option. Holders of Securities who are neither resident in Luxembourg nor engaged in a trade or business through a permanent establishment, a fixed place of business or a permanent representative in Luxembourg will not be subject to taxes or duties in Luxembourg with respect to gains realized on the disposition of the Securities pursuant to the Option. Individuals and "residual entities" that are residents of a Member State of the European Union or one of the associated or dependent territories of the Member States, and that are holding debt instruments, may be subject to the EU Savings Directive 2003/48/CE dated June 3, 2003.

        All descriptions of tax considerations are for Holders' guidance only and are not tax advice. The Company and Tyco recommend that Holders consult with their tax and financial advisors with respect to the tax consequences of surrendering Securities for purchase, including the applicability and effect of state, local and foreign tax laws, before surrendering their Securities for purchase.

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 100 F Street, Room 1580, 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.

        Tyco and the Company have 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 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 Tyco, the Company and their financial condition.

•

Tyco's annual report on Form 10-K for its fiscal year ended September 29, 2006, filed on December 11, 2006;



•

All other reports filed pursuant to Section 13(a) 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



•

The description of Tyco Common Shares set forth in the Tyco Registration Statement on Form S-3 (File No. 333-57180) filed on March 16, 2001, including any amendment or report filed with the SEC for the purpose of updating such description.

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

12.No Solicitations.    Neither the Company nor Tyco has employed any persons to make solicitations or recommendations in connection with the Option.

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, Tyco or their respective boards of directors or employees are 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.
TYCO INTERNATIONAL GROUP S.A.

January 12, 2007

13

ANNEX A

BOARDS 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	Position Held
Edward D. Breen	Chairman of the Board and Chief Executive Officer
Christopher J. Coughlin	Executive Vice President and Chief Financial Officer
William B. Lytton	Executive Vice President and General Counsel
Naren K. Gursahaney	President of Tyco Engineered Products and Services
David E. Robinson	President of Tyco Fire and Security Services
Edward C. Arditte	Senior Vice President, Strategy and Investor Relations
Carol Anthony Davidson	Senior Vice President, Controller and Chief Accounting Officer
John E. Evard, Jr.	Senior Vice President and Chief Tax Officer
Martina Hund-Mejean	Senior Vice President and Treasurer
Eric M. Pillmore	Senior Vice President of Corporate Governance
Laurie A. Siegel	Senior Vice President, Human Resources
Dennis C. Blair	Director
Brian Duperreault	Director
Bruce S. Gordon	Director
Rajiv L. Gupta	Director
John A. Krol	Director
H. Carl McCall	Director
Mackey J. McDonald	Director
Brendan R. O'Neill	Director
Sandra S. Wijnberg	Director
Jerome B. York	Director

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

Name	Position Held
Michelangelo Stefani	Managing Director
Kevin Francis O'Kelly-Lynch	Managing Director
Madeleine Barber	Director
Mario Calastri	Director
Eric Green	Director
Martina Hund-Mejean	Director

        Tyco maintains its registered and principal executive offices at 90 Pitts Bay Road, Second Floor, Pembroke HM 08, Bermuda. The Executive offices of Tyco's principal United States subsidiaries are located at 9 Roszel Road, Princeton, NJ 08540. The telephone number there is (609) 720-4200. The Company, a Luxembourg subsidiary, maintains its registered and principal executive offices at 17, Boulevard de la Grande-Duchesse Charlotte, L-1331 Luxembourg. The Company's telephone number is (352) 464-340-1.

A-1

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COMPANY NOTICE TO HOLDERS OF TYCO INTERNATIONAL GROUP S.A. ZERO COUPON CONVERTIBLE DEBENTURES DUE 2021 CUSIP Number: 902118 AW 8
TABLE OF CONTENTS
SUMMARY TERM SHEET
IMPORTANT INFORMATION CONCERNING THE OPTION
ANNEX A BOARDS OF DIRECTORS AND EXECUTIVE OFFICERS

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

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Exhibit 99(a)(1)(B)

PURCHASE NOTICE
TO SURRENDER
TYCO INTERNATIONAL GROUP S.A.
ZERO COUPON CONVERTIBLE
DEBENTURES DUE 2021

CUSIP Numbers: 902118 AW 8

Pursuant to the Company Notice
Dated January 12, 2007

        This Purchase Notice relates to the purchase of Zero Coupon Convertible Debentures due 2021 (the "Securities") of Tyco International Group S.A., a company organized under the laws of Luxembourg (the "Company"), at the option of the holder thereof, pursuant to the terms and conditions specified in paragraph 6 of the Securities and as set forth in the Company Notice and the Indenture, dated February 12, 2001, as amended by Supplemental Indenture No. 1, dated January 10, 2003 (the "Indenture"), by and among the Company, Tyco International Ltd., a company organized under the laws of Bermuda ("Tyco") and U.S. Bank, N.A. (as successor trustee to State Street Bank and Trust Company), as Trustee (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, February 12, 2007 (the "Purchase Date"). Holders of Securities (the "Holders") must validly surrender Securities for purchase (and not have withdrawn such Securities) prior to 5:00 p.m., New York City time, on February 12, 2007, in order to receive $811.22 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. Holders may also withdraw surrendered Securities at any time after the expiration of 40 business days from the date of the Company Notice if their Securities have not yet been accepted for payment. 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 Paying Agent is:

In Person or Overnight Mail:	By Registered or Certified Mail:
U.S. Bank, N.A. Corporate Trust Services/Specialized Finance 60 Livingston Avenue, 1st Floor Bond Drop Window St. Paul, MN 55107 Tel: (800) 934-6802	U.S. Bank, N.A. Corporate Trust Services P.O. Box 64111 St. Paul, MN 55164-0111 Tel: (800) 934-6802

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

        This Purchase Notice can be used only if:

•

certificates representing Securities are to be physically delivered with it to the Paying Agent, or



•

a surrender of Securities is being made concurrently 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, Tyco 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 therefore, with signature guarantee if required, and complete the substitute Form W-9 set forth below. See instructions 1, 2 and 12.

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Ladies and Gentlemen:

        By execution of this Purchase Notice, each signatory hereof (the "undersigned") represents that the undersigned has received the Company Notice, dated January 12, 2007 (the "Company Notice"), of Tyco International Group S.A., a company organized under the laws of Luxembourg (the "Company"), which provides the notice to the holders (the "Holders") required pursuant to the Indenture, dated February 12, 2001, as amended by Supplemental Indenture No. 1, dated January 10, 2003 (the "Indenture"), by and among the Company, Tyco International Ltd., a company organized under the laws of Bermuda ("Tyco"), and U.S. Bank, N.A. (as successor trustee to State Street Bank and Trust Company), 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 Zero Coupon Convertible Debentures due 2021 (the "Securities"), and the Holder's right to surrender the Securities for purchase by the Company for $811.22 per $1,000 principal amount at maturity of the Securities (the "Purchase Price"), subject to the terms and conditions of the Indenture, paragraph 6 of the Securities and the Company Notice. Upon the terms and subject to the conditions set forth herein and 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 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

3

power in whole or in part to the Paying Agent) and such determination shall be final and binding on all parties.

        The undersigned understands that all Securities properly surrendered for purchase and not withdrawn prior to 5:00 p.m., New York City time, on Monday, February 12, 2007 (the "Purchase Date") will be purchased at the Purchase Price, in cash, upon the terms and conditions specified in the Indenture, paragraph 6 of the Securities 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.

        The check for the aggregate Purchase Price for such of the Securities surrendered hereby as 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," unless otherwise indicated in the boxes entitled "Special Issuance Instructions" or "Special Delivery Instructions" herein. 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

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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 Surrendered for Purchase (Attach additional signed list, if necessary)
	Security Certificate Number(s)(2)	Principal Amount Represented by Securities	Principal Amount Surrendered for Purchase(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 for purchase by book-entry transfer.

(3)

If you desire to surrender for purchase less than the entire principal amount evidenced by the Securities listed above, please indicate in this column the portion of the principal amount of such Securities that you wish to surrender for purchase, otherwise, the entire 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 PHYSICALLY DELIVERED HEREWITH.

o

CHECK HERE IF SECURITIES ARE BEING 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:

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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:

(Include Zip Code)

(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:

(Include Zip Code)

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

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SIGN HERE

(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 Holder(s)

Date:    , 2007                                                                                        

Name(s):

(Please Print)

Capacity:

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

Tax Id./S.S. Number(s):
(Taxpayer Identification Number(s) or Social Security Number(s))

Address(es):
(Include Zip Code)

The Guarantee Below Must be Completed.

GUARANTEE OF SIGNATURE(S)

(See Instructions 2 and 5)

Authorized Signature:

Name:

Title:

Name of Eligible Institution:

Address:

Area Code and Telephone Number:

Date:    , 2007                                                                                        

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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 with it to the Paying Agent or a surrender of Securities is being made concurrently 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. Securities or confirmation of the delivery of Securities by book-entry transfer to the Paying Agent through DTC, together with a properly completed and duly executed Purchase Notice or agent's message and any other required documents, should 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 Monday, February 12, 2007. 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, Tyco 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 with 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 with 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 Purchase Date; provided, however, that each Security purchased shall be in a principal amount at maturity of $1,000 or integral multiples thereof unless such requirement was waived in a previous

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tender offer for the Securities. The full principal amount of Securities listed and delivered to the Paying Agent 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 endorsements 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 Tyco, 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. This Purchase Notice and related documents cannot be processed 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 Rights.    You may withdraw previously surrendered Securities at any time until 5:00 p.m., New York City time, on February 12, 2007. You may also withdraw surrendered Securities at any time after the expiration of 40 business days from the date of the Company Notice if your Securities have not yet been accepted for payment. See Section 4 of the Company Notice for a more detailed description of withdrawal rights.

        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.    Taxpayer Identification Number.    Each Holder surrendering Securities is required to provide the Paying Agent with the Holder's correct taxpayer identification number ("TIN"), generally the Holder's Social Security or federal employer identification number, and certain other information, on Substitute Form W-9, which is provided below, or, alternatively, to establish another basis for exemption from backup withholding. Additionally, a Holder must cross out item (2) in the Certification box on Substitute Form W-9 if the Holder is subject to backup withholding. Failure to provide the information on the form may subject the Holder to a $50 penalty imposed by the Internal Revenue Service and 28% federal income tax backup withholding on the payments made to the Holder or to the payee with respect to Securities purchased pursuant to the Company Notice. The box in Part 3 of the form should be checked if the Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN. If a Holder complies with these requirements, the payment will not be subject to backup withholding if the TIN is provided to the Paying Agent by the time payment is made. The Paying Agent will withhold 28% on all payments of the Purchase Price if a TIN is not provided to the Paying Agent by the time payment is made. If this applies, the Holder must complete the "Certificate of Awaiting Taxpayer Identification Number."

        Certain Holders (including, among others, all corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt Holders should indicate their exempt status on the Substitute Form W-9. A foreign person may qualify as an exempt recipient by submitting to the Paying Agent a properly completed Internal Revenue Service Form W-8BEN, signed under penalties of perjury, attesting to that Holder's exempt status, or other applicable IRS Form W-8 (including IRS Form W-8IMY or W-8ECI). The applicable Form W-8 can be obtained from the Paying Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions.

        If backup withholding applies, the Paying Agent is required to withhold 28% of any Purchase Price payments made to the Holder or to the payee. Backup withholding is not an additional federal income tax. Rather, any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder's U.S. federal income tax liability provided the required information is furnished to the IRS. The Paying Agent cannot refund amounts withheld by reason of backup withholding.

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PURCHASE NOTICE TO SURRENDER TYCO INTERNATIONAL GROUP S.A. ZERO COUPON CONVERTIBLE DEBENTURES DUE 2021 CUSIP Numbers: 902118 AW 8 Pursuant to the Company Notice Dated January 12, 2007
INSTRUCTIONS Forming Part of the Terms and Conditions of this Purchase Notice

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

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Exhibit 99(a)(1)(C)

NOTICE OF WITHDRAWAL
OF SURRENDER OF
TYCO INTERNATIONAL GROUP S.A.
ZERO COUPON CONVERTIBLE DEBENTURES DUE 2021

CUSIP Number: 902118 AW 8

Pursuant to the Company Notice
dated January 12, 2007

THIS OFFER WILL EXPIRE AT 5:00 p.m., NEW YORK CITY TIME, ON FEBRUARY 12, 2007 (THE "PURCHASE DATE"). REGISTERED HOLDERS OF SECURITIES MUST SURRENDER THEIR SECURITIES 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 FEBRUARY 12, 2007. HOLDERS MAY ALSO WITHDRAW SURRENDERED SECURITIES AT ANY TIME AFTER THE EXPIRATION OF 40 BUSINESS DAYS FROM THE DATE OF THE COMPANY NOTICE IF THEIR SECURITIES HAVE NOT YET BEEN ACCEPTED FOR PAYMENT. 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 Paying Agent is:

U.S. BANK, N.A.
Corporate Trust Services
P.O. Box 64111
St. Paul, MN 55164-0111
Tel: (800) 934-6802

        All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company Notice, dated January 12, 2007, and the accompanying Purchase Notice, of Tyco International Group S.A., a company organized under the laws of Luxembourg (the "Company"), relating to the purchase by the Company, at the option of the holder thereof, of the Company's Zero Coupon Convertible Debentures due 2021 (the "Securities") for $811.22 per $1,000 principal amount at maturity of the Securities, subject to the terms and conditions of the Indenture and the Option.

        This Notice of Withdrawal is to be completed by registered holders of Securities desiring to withdraw the surrender of such Securities in the Option if (i) Securities have been previously surrendered to the Paying Agent, 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 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 by 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 for purchase 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 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:                                                 Facsimile:

Contact Person:                                    Date Surrendered:

DTC Account Number:                        Transaction Code Number:

2

SIGN HERE

(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)

Date:    , 2007                                                                                        

Name(s):

(Please Print)

Capacity (full title):

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

The Guarantee Below Must be Completed.

GUARANTEE OF SIGNATURE(S)
(See Instructions 2 and 5)

Authorized Signature:

Name:

Title:

Name of Eligible Institution:

Address:
(Include Zip Code)

Area Code and Telephone Number:

Date:    , 2007                                                                                        

3

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Exhibit 99(a)(1)(C)

NOTICE OF WITHDRAWAL OF SURRENDER OF TYCO INTERNATIONAL GROUP S.A. ZERO COUPON CONVERTIBLE DEBENTURES DUE 2021 CUSIP Number: 902118 AW 8 Pursuant to the Company Notice dated January 12, 2007

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, N.A.

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)
Address
Date

NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% 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, 28% of all reportable payments made to me thereafter will be withheld.

Signature Date , 2007

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 February 12, 2007.

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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 or an LLC electing to be taxed as a corporation	The corporation
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)	8.	Religious, charitable or educational organization account	The corporation
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 or an LLC that is treated as a partnership	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, Application for IRS Individual 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 and intend to apply for a TIN, the box in Part 3 of the IRS Form W-9 should be checked and a Certificate of Awaiting Taxpayer Identification Number should be completed. If a taxpayer complies with these requirements, the payment will not be subject to backup withholding if the TIN is provided to the Paying Agent by the time payment is made. The Paying Agent will withhold 28% on all payments of the Purchase Price if a TIN is not provided to the Paying Agent by the time payment is made.

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 28% 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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EX-99.(A)(5)(A)

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Exhibit 99(a)(5)(A)

[TYCO LOGO]

FOR IMMEDIATE RELEASE

Contacts: News Media
Sheri Woodruff
609-720-4399
swoodruff@tyco.com Investor Relations
Ed Arditte
609-720-4621
Karen Chin
609-720-4398

TYCO TO REPURCHASE ZERO COUPON CONVERTIBLE DEBENTURES DUE 2021

        PEMBROKE, Bermuda—Jan. 12, 2007—Tyco International Ltd. (NYSE: TYC; BSX: TYC) today announced that holders of Zero Coupon Convertible Debentures due Feb. 12, 2021 issued by its wholly-owned subsidiary, Tyco International Group S.A., have the right to surrender their debentures for repurchase as of today. Each holder of the debentures has the right to require Tyco to repurchase promptly following the purchase date of Feb. 12, 2007 all or any part of such holder's debentures for cash—at a price equal to the issue price plus the accreted original issue discount. If all outstanding debentures are surrendered for purchase, the aggregate purchase price will be approximately $72,000.

        In order to surrender debentures for repurchase, a purchase notice must be delivered to U.S. Bank, N.A., the trustee for the debentures, on or before 5:00 p.m. New York City time, on Feb. 12, 2007. Holders of debentures complying with the transmittal procedures of the Depositary Trust Company need not submit a physical purchase notice to U.S. Bank. Holders may withdraw any debentures previously surrendered for purchase at any time prior to 5:00 p.m., New York City time, on Feb. 12, 2007.

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

        The debentures are convertible under certain circumstances into 8.6916 Tyco common shares per $1,000 principal amount at maturity of debentures, subject to adjustment under certain circumstances. The debentures are not currently convertible.

        This press release does not constitute an offer to purchase the debentures. The offer to purchase is made solely by Tyco's company notice dated Jan. 12, 2007.

ABOUT TYCO INTERNATIONAL

        Tyco International Ltd. is a global, diversified company that provides vital products and services to customers in four business segments: Electronics, Fire & Security, Healthcare, and Engineered Products & Services. With 2006 revenue of $41 billion, Tyco employs approximately 250,000 people worldwide. More information on Tyco can be found at www.tyco.com.

FORWARD-LOOKING STATEMENTS

This release may contain certain forward-looking statements. 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," "plan," and similar expressions

are generally intended to identify forward-looking statements. The forward-looking statements in this release include statements addressing the following subjects: 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. 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. 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 Sept. 29, 2006.

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TYCO TO REPURCHASE ZERO COUPON CONVERTIBLE DEBENTURES DUE 2021