S-4

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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on August 28, 2008

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TYCO INTERNATIONAL FINANCE S.A. (Exact name of registrant as specified in its charter)	TYCO INTERNATIONAL LTD. (Exact name of registrant as specified in its charter)
Luxembourg (State or other jurisdiction of incorporation or organization)	Bermuda (State or other jurisdiction of incorporation or organization)
7382 (Primary Standard Industrial Classification Code Number)	7382 (Primary Standard Industrial Classification Code Number)
98-0518565 (I.R.S. Employer Identification Number)	98-0390500 (I.R.S. Employer Identification Number)
29 avenue de la Porte Neuve L-2227 Luxembourg Telephone: (352) 266-378-41 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)	90 Pitts Bay Road, Second Floor Pembroke HM 08, Bermuda Telephone: (441) 292-8674 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Judith A. Reinsdorf
Executive Vice President and General Counsel
Tyco International (US) Inc.
9 Roszel Road
Princeton, New Jersey 08540
(609) 720-4200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies:
Steven R. Finley
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166
Telephone: (212) 351-4000
Fax: (212) 351-4035

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per unit(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee(4)
7.0% Notes due 2019	$421,961,000	100%	$421,961,000	$16,583.07
Guarantee of 7.0% Notes due 2019	N/A	$—(3)	$—(3)	$—(3)
6.875% Notes due 2021	$707,404,000	100%	$707,404,000	$27,800.98
Guarantee of 6.875% Notes due 2021	N/A	$—(3)	$—(3)	$—(3)

(1)

The aggregate principal amount of notes that was issued by Tyco International Finance S.A. on June 3, 2008.

(2)

Estimated solely for the purpose of the calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act.

(3)

No additional registration fee is due for guarantees pursuant to Rule 457(n) under the Securities Act.

(4)

Pursuant to Rule 457(g) under the Securities Act, $7,630 of the registration fee currently due for this Registration Statement has been offset against the unused registration fee paid in connection with Tyco International Ltd.'s Form S-1 previously filed on January 18, 2007.

          The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not complete the Exchange Offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED                        , 2008

$1,129,365,000

TYCO INTERNATIONAL FINANCE S.A.

TYCO INTERNATIONAL LTD.

OFFER TO EXCHANGE

New $421,961,000 7.0% Notes due 2019
New $707,404,000 6.875% Notes due 2021

for

$421,961,000 7.0% Notes due 2019
$707,404,000 6.875% Notes due 2021

fully and unconditionally guaranteed, as described herein, by

Tyco International Ltd.

This exchange offer will expire at 5 p.m., New York City time, on                                    , 2008, unless extended.

         Terms of the exchange offer:

•

We are offering:


•

New $421,961,000 7.0% Notes due 2019 in exchange for outstanding $421,961,000 7.0% Notes due 2019;



•

New $707,404,000 6.875% Notes due 2021 in exchange for outstanding $707,404,000 6.875% Notes due 2021; and



•

You may withdraw tendered outstanding notes at any time prior to the expiration of the exchange offer.



•

The exchange of outstanding notes for new notes will not be a taxable exchange for United States federal income tax purposes.



•

The terms of the new notes to be issued are substantially identical to the terms of the outstanding notes, except that transfer restrictions, registration rights and additional interest provisions relating to the outstanding notes do not apply to the new notes.



•

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange securities. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange securities received in exchange for unregistered securities where the unregistered securities were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the date of this prospectus, we will make this prospectus available to any broker-dealer for use in connection with resale. See "Plan of Distribution".



•

We will not receive any proceeds from the exchange offer.



•

There is no existing market for the new notes to be issued, and we do not intend to apply for their listing on any securities exchange.

         In this prospectus, we refer to the new $421,961,000 7.0% Notes due 2019 as the new 2019 notes and to the new $707,404,000 6.875% Notes due 2021 as the new 2021 notes. We refer to these two series of new notes collectively as the new notes. Similarly, we refer to the outstanding notes, by series, as the outstanding 2019 notes and the outstanding 2021 notes, and collectively as the outstanding notes. See "Description of the new notes and the Guarantee" for more information about the new notes.

Investing in the new notes involves risks. See "Risk Factors" beginning on page 8 of this prospectus to read about factors you should consider before participating in the exchange offer.

         Neither the Securities and Exchange Commission, or SEC, nor any other federal or state agency nor the Bermuda Ministry of Finance or Registrar of Companies has approved or disapproved of these securities to be distributed in the exchange offer, nor have any of these organizations or the Bermuda Monetary Authority determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is                        , 2008.

TABLE OF CONTENTS

	Page
MARKET AND INDUSTRY DATA	ii
WHERE YOU CAN FIND MORE INFORMATION	ii
FORWARD-LOOKING STATEMENTS	iii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	v
SUMMARY	1
RISK FACTORS	8
RATIO OF EARNINGS TO FIXED CHARGES	10
USE OF PROCEEDS	11
CAPITALIZATION	12
DESCRIPTION OF THE EXCHANGE OFFER	13
PROCEDURES FOR TENDERING OUTSTANDING NOTES	19
ACCEPTANCE OF OUTSTANDING NOTES FOR EXCHANGE; EXCHANGE FOR NEW NOTES	23
WITHDRAWAL OF TENDERS	24
DESCRIPTION OF THE NEW NOTES AND THE GUARANTEE	25
BOOK-ENTRY DEBT SECURITIES	41
LUXEMBOURG, BERMUDA AND U.S. FEDERAL INCOME TAX CONSIDERATIONS	44
CERTAIN ERISA CONSIDERATIONS	52
PLAN OF DISTRIBUTION	54
ENFORCEMENT OF CIVIL LIABILITIES	56
LEGAL MATTERS	58
EXPERTS	58

        No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus does not offer to sell or ask for offers to buy any securities other than those to which this prospectus relates and it does not constitute an offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. The information contained in this prospectus is current only as of its date.

        This exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of outstanding notes in any jurisdiction in which this exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

i

MARKET AND INDUSTRY DATA

        We obtained the market and competitive position data used in this prospectus from our own research, surveys or studies conducted by third parties and industry or general publications.

WHERE YOU CAN FIND MORE INFORMATION

        We are subject to the informational requirements of the Securities Exchange Act of 1934, or Exchange Act, and, in accordance with these requirements, we file reports and other information relating to our business, financial condition and other matters with the SEC. We are required to disclose in such reports certain information, as of particular dates, concerning our operating results and financial condition, officers and directors, principal holders of securities, any material interests of such persons in transactions with us and other matters. Our filed reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.

        The SEC also maintains a website that contains reports and other information regarding registrants like us that file electronically with the SEC. The address of such site is: http://www.sec.gov. Reports, proxy statements and other information concerning our business may also be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

        Our Internet website is www.tyco.com. We make available free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports filed pursuant to Section 16 and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the SEC. In addition, we have posted the charters for our Audit Committee, Compensation and Human Resources Committee and Nominating and Governance Committee, as well as our Board Governance Principles, under the heading "Governance" in the Corporate Responsibility section of our website.

ii

FORWARD-LOOKING STATEMENTS

        Certain statements in this prospectus or incorporated by reference into this prospectus are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All forward-looking statements involve risks and uncertainties. All statements contained herein that are not clearly historical in nature are forward-looking, and the words "anticipate," "believe," "expect," "estimate," "project" and similar expressions are generally intended to identify forward-looking statements. Any forward-looking statement contained herein, in press releases, written statements or other documents filed with the SEC, or in our communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls, regarding expectations with respect to sales, earnings, cash flows, operating efficiencies, product expansion, backlog, the consummation and benefits of acquisitions and divestitures or other matters, as well as financings and repurchases of debt or equity securities, are subject to known and unknown risks, uncertainties and contingencies. Many of these risks, uncertainties and contingencies are beyond our control, and may cause actual results, performance or achievements to differ materially from anticipated results, performances or achievements. Factors that might affect such forward-looking statements include, among other things:

•

overall economic and business conditions;



•

the demand for Tyco's goods and services;



•

competitive factors in the industries in which Tyco competes;



•

changes in tax requirements (including tax rate changes, new tax laws and revised tax law interpretations);



•

results and consequences of Tyco's internal investigations and governmental investigations concerning Tyco's governance, management, internal controls and operations including its business operations outside the United States;



•

the outcome of litigation and governmental proceedings;



•

effect of income tax audit settlements;



•

the ratings on our debt and our ability to repay or refinance our outstanding indebtedness as it matures;



•

our ability to operate within the limitations imposed by financing arrangements and to maintain our credit ratings;



•

interest rate fluctuations and other changes in borrowing costs;



•

other capital market conditions, including foreign currency rate fluctuations;



•

availability of and fluctuations in the prices of key raw materials, including steel and copper;



•

economic and political conditions in international markets, including governmental changes and restrictions on the ability to transfer capital across borders;



•

the ability to achieve cost savings in connection with Tyco's strategic restructuring and Six Sigma initiatives;



•

potential further impairment of our goodwill and/or our long-lived assets;



•

the impact of fluctuations in the price of Tyco common shares;



•

changes in U.S. and non-U.S. government laws and regulations; and

iii

•

the possible effects on Tyco of pending and future legislation in the United States that may limit or eliminate potential U.S. tax benefits resulting from Tyco's incorporation in Bermuda, or deny U.S. government contracts to Tyco based upon its incorporation in Bermuda.

        The risk factors discussed in "Risk Factors" beginning on page 8 and incorporated into this document by reference could cause our results to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business. We expressly disclaim any obligation to update these forward-looking statements other than as required by law.

iv

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        Tyco International Finance S.A. and Tyco International Ltd. "incorporate by reference" information into this prospectus, which means that we disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained in this prospectus or a subsequently filed document that is incorporated by reference. This prospectus incorporates by reference the documents set forth below, which Tyco International Ltd. has filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except for current reports on Form 8-K containing only disclosure furnished under Items 2.02 or 7.01 of Form 8-K and exhibits relating to such disclosure, unless otherwise specifically stated in the Form 8-K, until the expiration of the exchange offer.

        In accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", certain businesses divested during fiscal year 2008 have been classified as discontinued operations in our interim consolidated financial statements for the three and nine months ended June 27, 2008. The effects of reclassifying such businesses as discontinued operations individually or in the aggregate are not material to previously issued annual and interim financial statements. As a result, the financial statements included in the previously issued Annual Report on Form 10-K for the fiscal year ended September 28, 2007 and interim Quarterly Reports on Form 10-Q for the quarters ended December 28, 2007 and March 28, 2008, which have been incorporated by reference in this registration statement have not been recasted to reflect such businesses as discontinued operations. Upon filing of the annual financial statements on Form 10-K for the fiscal year ended September 26, 2008, we intend to recast the financial statements for fiscal years ended September 28, 2007 and September 29, 2006 to reflect such businesses as discontinued operations. Additionally, we intend to recast the selected financial data for the fiscal years ended September 30, 2005 and 2004. The effect of reflecting such businesses as discontinued operations will increase our loss from continuing operations by $9 million to $2,528 million for the fiscal year ended September 28, 2007. Our income from continuing operations will decrease by $8 million, $10 million and $12 million to $815 million, $571 million and $333 million for the fiscal years ended September 29, 2006 and September 30, 2005 and 2004, respectively. Our net revenues will decrease by $308 million, $272 million, $281 million and $259 million to $18,473 million, $17,064 million, $16,384 million and $15,770 million for the fiscal years ended September 28, 2007, September 29, 2006 and September 30, 2005 and 2004, respectively. The recasting of the financial statements will not have an effect on previously reported net income or loss, total assets and liabilities, shareholders' equity or cash flows from operating, investing and financing activities for the fiscal years ended September 28, 2007, September 29, 2006 and September 30, 2005 and 2004.

•

Annual Report on Form 10-K for the fiscal year ended September 28, 2007, filed on November 27, 2007 (including the portions of our Proxy Statement on Schedule 14A, filed on January 18, 2008, incorporated by reference therein);



•

Current Report on Form 8-K filed on October 22, 2007;



•

Quarterly Report on Form 10-Q for the quarter ended December 28, 2007 filed February 5, 2008;



•

Current Report on Form 8-K filed on February 13, 2008;



•

Current Report on Form 8-K with respect to item 8.01 filed on March 5, 2008;



•

Current Report on Form 8-K filed on April 11, 2008;



•

Current Report on Form 8-K filed on April 14, 2008;

v

•

Current Report on Form 8-K filed on April 16, 2008;



•

all Current Reports on Forms 8-K filed on April 29, 2008;



•

Quarterly Report on Form 10-Q for the quarter ended March 28, 2008 filed May 6, 2008;



•

Current Report on Form 8-K filed on May 12, 2008;



•

Current Report on Form 8-K filed on June 3, 2008;



•

Current Report on Form 8-K filed on June 5, 2008;



•

Current Report on Form 8-K filed on June 26, 2008;



•

Current Report on Form 8-K filed on July 28, 2008; and



•

Quarterly Report on Form 10-Q for the quarter ended June 27, 2008 filed August 5, 2008.

vi

SUMMARY

This summary highlights information contained in this prospectus relating to Tyco International and the notes we are offering. The term "TIFSA" refers to Tyco International Finance S.A., an issuer of the notes. Except as otherwise indicated or unless the context otherwise requires, "Tyco International," "we," "us" and "our" refer to Tyco International Ltd. and its consolidated subsidiaries, including TIFSA. The terms "Tyco" and "Tyco International Ltd." refer only to Tyco International Ltd., a Bermuda exempted company and an issuer of the notes, without including its consolidated subsidiaries.

On June 3, 2008, we issued the outstanding notes pursuant to exchange offers to certain qualified institutional buyers and certain non-U.S. persons. In this prospectus, the term "outstanding notes" refers collectively to the 7.0% Notes due 2019 and the 6.875% Notes due 2021, all issued pursuant to the exchange offers. The term "new notes" refers collectively to the 7.0% Notes due 2019 and the 6.875% Notes due 2021, all as registered hereby under the Securities Act of 1933, as amended (the "Securities Act"). The term "notes" refers to both the outstanding notes and the new notes.

Unless otherwise indicated, references in this prospectus to fiscal 2007, fiscal 2006 and fiscal 2005 are to Tyco International's fiscal years ended September 28, 2007, September 29, 2006 and September 30, 2005.

General

        Effective June 29, 2007, we completed the spin-offs of Covidien and Tyco Electronics, formerly our Healthcare and Electronics businesses, respectively, into separate, publicly traded companies (the "Separation") in the form of a distribution to Tyco shareholders. The distribution was made on June 29, 2007, to Tyco shareholders of record on June 18, 2007, the record date. Each Tyco shareholder received 0.25 of a common share of each of Covidien and Tyco Electronics for each Tyco common share held on the record date. As a result of the distribution, the operations of Tyco's former Healthcare and Electronics businesses are now classified as discontinued operations in all periods presented.

        In connection with the Separation, we realigned our management and segment reporting structure. The segment data presented reflects the new segment structure. We reported financial and operating information in the following five segments, effective March 31, 2007:

•

ADT Worldwide designs, sells, installs, services and monitors electronic security systems to residential, commercial, industrial and governmental customers.



•

Flow Control designs, manufactures, sells and services valves, pipes, fittings, valve automation and heat tracing products for the water and wastewater markets, the oil, gas and other energy markets along with general process industries.



•

Fire Protection Services designs, sells, installs and services fire detection and fire suppression systems to commercial, industrial and governmental customers.



•

Electrical and Metal Products designs, manufactures and sells steel tubing and pipe products, as well as cable products, including pre-wired armored cable and flexible conduit products for commercial construction.



•

Safety Products designs, manufactures and sells fire protection, security and life safety products, including fire suppression products, breathing apparatus, intrusion security, access control and video management systems. In addition, Safety Products manufactures products installed and serviced by ADT Worldwide and Fire Protection Services.

        We also provide general corporate services to our segments and these costs are reported as Corporate and Other.

1

Tyco International Finance S.A.

        Tyco International Finance S.A., or TIFSA, a Luxembourg public limited liability company (société anonyme), is a wholly-owned subsidiary of Tyco International Ltd. TIFSA's registered and principal offices are located at 29 avenue de la Porte Neuve, L-2227 Luxembourg and registered with the Luxembourg Trade and Companies Register under the number B 123.550. Its telephone number at that address is (352) 266-378-41. TIFSA is a holding company established to directly and indirectly own substantially all of the operating subsidiaries of Tyco International Ltd., to issue the notes and to perform treasury operations for Tyco International. Otherwise, it conducts no independent business.

Tyco International Ltd.

        Tyco International Ltd. is a Bermuda exempted company. Its registered and principal office is located at Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda, and its telephone number at that address is (441) 292-8674. Its management office in the United States is located at 9 Roszel Road, Princeton, New Jersey 08540.

Risk Factors

        We face risks in connection with the general conditions and trends of our industry and the operation of our business, and there are risks associated with Tyco's incorporation in Bermuda and TIFSA's formation in Luxembourg, as well as risks associated with an investment in the notes. These risks are discussed in the sections entitled "Risk Factors" below and in the documents incorporated by reference herein.

2

The Exchange Offer

        In connection with exchange offering of the outstanding notes, Tyco and TIFSA entered into an exchange and registration rights agreement with respect to each series of the outstanding notes. Under that agreement, Tyco and TIFSA agreed to use commercially reasonable efforts to file a registration statement relating to the outstanding notes and cause it to become effective by February 3, 2009. The registration statement of which this prospectus forms a part was filed to comply with those obligations under the exchange and registration rights agreement.

Issuer	Tyco International Finance S.A. Tyco International Ltd.
Guarantor	Tyco International Ltd.
New notes offered	Up to $421,961,000 of new 2019 notes. Up to $707,404,000 of new 2021 notes.
Outstanding notes	$421,961,000 7.0% Notes due 2019. $707,404,000 6.875% Notes due 2021.
The exchange offer	We are offering to issue registered new notes in exchange for a like principal amount and like denomination of our outstanding notes of the same series. We are offering to issue these registered new notes to satisfy our obligations under an exchange and registration rights agreement that we entered into when we issued the outstanding notes. You may tender your outstanding notes for exchange by following the procedures described in the section entitled "The Exchange Offer" elsewhere in this prospectus.
Tenders; expiration date; withdrawal	The exchange offer will expire at 5:00 p.m., New York City time, on                  , 2008, which is 30 days after the exchange offer is commenced, unless we extend it. If you decide to exchange your outstanding notes for new notes, you must acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the new notes. You may withdraw any outstanding notes that you tender for exchange at any time prior to the expiration of the exchange offer. If we decide for any reason not to accept any outstanding notes you have tendered for exchange, those outstanding notes will be returned to you without cost promptly after the expiration or termination of the exchange offer. See "The Exchange Offer—Terms of the Exchange Offer" for a more complete description of the tender and withdrawal provisions.
Conditions to the exchange offer	The exchange offer is subject to customary conditions, some of which we may waive. See "The Exchange Offer—Conditions to the Exchange Offer" for a description of the conditions. Other than the federal securities laws, we are not subject to federal or state regulatory requirements in connection with the exchange offer.

3

U.S. federal income tax considerations	Your exchange of outstanding notes for new notes to be issued in the exchange offer will not result in any gain or loss to you for U.S. federal income tax purposes.
Use of proceeds	We will not receive any cash proceeds from the exchange offer.
Exchange agent	Wilmington Trust Company.
Consequences of failure to exchange your outstanding notes	Outstanding notes that are not tendered or that are tendered but not accepted will continue to be subject to the restrictions on transfer that are described in the legend on those notes. In general, you may offer or sell your outstanding notes only if they are registered under, or offered or sold under an exemption from, the Securities Act and applicable state securities laws. Except in limited circumstances with respect to specific types of holders of outstanding notes, we will have no further obligation to register the outstanding notes. If you do not participate in the exchange offer, the liquidity of your outstanding notes could be adversely affected. See "The Exchange Offer—Consequences of Failure to Exchange Outstanding Notes."
Consequences of exchanging your outstanding notes	Based on interpretations of the staff of the SEC, we believe that you may offer for resale, resell or otherwise transfer the new notes that we issue in the exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act if you:
	•	acquire the new notes issued in the exchange offer in the ordinary course of your business;
	•	are not participating, do not intend to participate, and have no arrangement or undertaking with anyone to participate, in the distribution of the new notes issued to you in the exchange offer; and
	•	are not an "affiliate" of Tyco International as defined in Rule 405 of the Securities Act.
	If any of these conditions is not satisfied and you transfer any new notes issued to you in the exchange offer without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We will not be responsible for or indemnify you against any liability you may incur.

4

Any broker-dealer that acquires new notes in the exchange offer for its own account in exchange for outstanding notes that it acquired through market-making or other trading activities must acknowledge that it will deliver a prospectus when it resells or transfers any new notes issued in the exchange offer. See "Plan of Distribution" for a description of the prospectus delivery obligations of broker-dealers in the exchange offer.

Interest on outstanding notes exchanged in the offer

On the record date for the first interest payment date following the consummation of the exchange offer, holders of new notes will receive interest accruing from the most recent date to which interest has been paid on the outstanding notes.

The new notes

        The terms of the new notes we are issuing in this exchange offer and the outstanding notes are identical in all material respects, except the new notes offered in the exchange offer:

•

will have been registered under the Securities Act;



•

will not contain transfer restrictions and registration rights that relate to the outstanding notes; and



•

will not contain provisions relating to the payment of additional interest to the holders of the outstanding notes under circumstances related to the timing of the exchange offer.

5

Summary Terms of the New Notes

        A brief description of the material terms of the new notes follows. For a more complete description, see "Description of the new notes and the Guarantee."

Issuer	Tyco International Finance S.A. Tyco International Ltd.
Guarantor	Tyco International Ltd.
New notes offered	Up to $421,961,000 of new 2019 notes. Up to $707,404,000 of new 2021 notes.
Outstanding notes	$421,961,000 7.0% Notes due 2019. $707,404,000 6.875% Notes due 2021.
Maturity date	The new 2019 notes will mature on December 15, 2019. The new 2021 notes will mature on January 15, 2021.
Accrued interest	Holders whose outstanding notes are accepted for exchange will not receive a payment in respect of interest accrued but unpaid on such outstanding notes from the most recent interest payment date up to but excluding the settlement date. Instead, interest on the new notes received in exchange for such outstanding notes will (i) accrue from the last date on which interest was paid on such outstanding notes and (ii) accrue at the same rate as and be payable on the same dates as interest was payable on such outstanding notes. Furthermore, if any interest payment occurs prior to the settlement date on any outstanding notes already tendered for exchange in the exchange offer, the holder of such outstanding notes will be entitled to receive such interest payment.
Interest payment dates	Interest on the new 2019 notes will be payable semi-annually, in arrears, on June 15 and December 15 of each year.
	Interest on the new 2021 notes will be payable semi-annually, in arrears, on July 15 and January 15 of each year.
Interest rate	7.0% on the new 2019 notes. 6.875% on the new 2021 notes.
Ranking	The new notes will be unsecured and unsubordinated obligations that rank equally in right of payment with all of TIFSA's and Tyco's existing and future unsecured and unsubordinated indebtedness.
Form and denomination	The new notes will be issued in fully registered form. Each series of the new notes will be represented by one or more global notes deposited with the Trustee as a custodian for DTC and registered in the name of Cede & Co., DTC's nominee. Beneficial interests in the global notes will be shown on, and any transfers will be effective only through, records maintained by DTC and its participants.
Minimum denomination	Interests in the global notes will be issued in integral multiples of $1,000.

6

Registration Rights	The new notes will have no registration rights.
Events of default	For a discussion of events that will permit acceleration of the payment of the principal of and accrued interest on the new notes, see "Description of the new notes—Events of Default."
Listing	We do not intend to list the new notes on any securities exchange.
Governing law	New York law.
Book-entry depository	DTC.
Trustee	Wilmington Trust Company.
Risk Factors	See "Risk Factors" beginning on page 8 of this prospectus, and on page 13 of our Annual Report on Form 10-K for the fiscal year ended September 28, 2007, filed on November 27, 2007 for a discussion of factors that should be considered by holders of outstanding notes before tendering their outstanding notes in the exchange offer.

7

RISK FACTORS

Investing in the notes involves various risks, including the risks described below and in the documents we incorporate by reference herein, including our Annual Report on Form 10-K for the fiscal year ended September 28, 2007, filed on November 27, 2007. You should carefully consider these risks and the other information contained in this prospectus before deciding to exchange any outstanding notes. In addition to the risks incorporated by reference herein and those described below, our business is subject to risks that affect many other companies, such as competition, technological obsolescence, labor relations, general economic conditions, geopolitical events and international operations. Additional risks not currently known to us or that we currently believe are immaterial also may impair our business operations, financial condition and liquidity.

Risks Relating to the Notes

You may be adversely affected if you fail to exchange outstanding notes.

        We will issue new notes to you only if your outstanding notes are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes, and you should carefully follow the instructions on how to tender your outstanding notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the outstanding notes. If you are eligible to participate in the exchange offer and do not tender your outstanding notes or if we do not accept your outstanding notes because you did not tender your outstanding notes properly, you will continue to hold outstanding notes that are subject to the existing transfer restrictions and will no longer have any registration rights or be entitled to any additional interest with respect to the outstanding notes. In addition:

•

If you tender your outstanding notes for the purpose of participating in a distribution of the new notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the new notes; and



•

If you are a broker-dealer that receives new notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of those new notes.

        After the exchange offer is consummated, if you continue to hold any outstanding notes, you may have difficulty selling them because there will be fewer outstanding notes outstanding.

There is no public market for the notes, and we do not know if an active trading market will ever develop or, if a market does develop, whether it will be sustained.

        Each series of new notes will constitute a new issue of securities of the same class as the applicable series of outstanding notes, and there is no existing trading market for any series of notes. We cannot assure you as to the development or liquidity of any trading market for the new notes.

        We do not intend to apply for listing or quotation of any series of new notes on any securities exchange or stock market. In addition, if a large amount of outstanding notes are not tendered or are tendered improperly, the limited amount of new notes that would be issued and outstanding after we consummate the exchange offer would reduce liquidity and could lower the market price of those new notes. The liquidity of any market for each series of notes will depend on a number of factors, including:

•

the number of holders of such series of notes;



•

our ability to complete the exchange offer;

8

•

our operating performance, financial condition or prospects;



•

the market for similar securities;



•

the interest of securities dealers in making a market in the applicable series of notes; and



•

prevailing interest rates.

        The market, if any, for the new notes may not be free from disruption, and any such disruption may adversely affect the prices at which you may sell your new notes. You may not be able to sell your new notes at a particular time, and the price that you receive when you sell may not be favorable.

9

RATIO OF EARNINGS TO FIXED CHARGES(1)

        The following table sets forth information regarding our ratio of earnings to fixed charges for the periods shown. For purposes of determining the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes, minority interest, and cumulative effect of accounting changes, fixed charges, and amortization of capitalized interest. Fixed charges consist of interest expense (before interest is capitalized), amortization of debt premiums and discounts, capitalized expenses related to indebtedness, and one-third of rent expense, which represents an appropriate interest factor on operating leases. Fixed charges represent amounts relating to continuing operations.

	For The Nine Months Ended
						Fiscal
	June 27, 2008		June 29, 2007
						2007			2006		2005		2004		2003
Ratio of earnings to fixed charges		3.56		—(2	)		—(3	)		3.67		2.29		1.81		—(4	)

(1)

In accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", certain businesses divested during fiscal year 2008 have been classified as discontinued operations in our interim consolidated financial statements for the three and nine months ended June 27, 2008. The effects of reclassifying such businesses as discontinued operations individually or in the aggregate are not material to previously issued annual and interim financial statements. As a result, the financial statements included in the previously issued Annual Report on Form 10-K for the fiscal year ended September 28, 2007 and interim Quarterly Reports on Form 10-Q for the quarters ended December 28, 2007 and March 28, 2008, which have been incorporated by reference in this registration statement have not been recasted to reflect such businesses as discontinued operations. Upon filing of the annual financial statements on Form 10-K for the fiscal year ended September 26, 2008, we intend to recast the financial statements for fiscal years ended September 28, 2007 and September 29, 2006 to reflect such businesses as discontinued operations. Additionally, we intend to recast the selected financial data for the fiscal years ended September 30, 2005 and 2004. The effect of reflecting such businesses as discontinued operations will increase our loss from continuing operations by $9 million to $2,528 million for the fiscal year ended September 28, 2007. Our income from continuing operations will decrease by $8 million, $10 million and $12 million to $815 million, $571 million and $333 million for the fiscal years ended September 29, 2006 and September 30, 2005 and 2004, respectively. Our net revenues will decrease by $308 million, $272 million, $281 million and $259 million to $18,473 million, $17,064 million, $16,384 million and $15,770 million for the fiscal years ended September 28, 2007, September 29, 2006 and September 30, 2005 and 2004, respectively. The recasting of the financial statements will not have an effect on previously reported net income or loss, total assets and liabilities, shareholders' equity or cash flows from operating, investing and financing activities for the fiscal years ended September 28, 2007, September 29, 2006 and September 30, 2005 and 2004. Additionally, the ratio of earnings to fixed charges disclosed in this Form S-4 for the five fiscal years included in the period ending September 28, 2007 include the results of the divested businesses in earnings from continuing operations before income taxes, minority interest and cumulative effect of accounting changes as the impact was not material to any of the periods presented.

(2)

In the nine months ended June 29, 2007, fixed charges exceeded earnings by $2,542 million.

(3)

In fiscal 2007, fixed charges exceeded earnings by $2,184 million.

(4)

In fiscal 2003, fixed charges exceeded earnings by $434 million.

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USE OF PROCEEDS

        We will not receive any cash proceeds from the issuance of the new notes. In consideration for issuing the new notes as contemplated by this prospectus, we will receive in exchange outstanding notes in like principal amount, which will be cancelled and as such will not result in any change in our indebtedness.

11

CAPITALIZATION

        The following table presents our capitalization as of June 27, 2008 on an unaudited historical basis. This table should be read in conjunction with the financial information incorporated by reference into this prospectus and the consolidated and combined financial statements for Tyco International Ltd. and accompanying notes incorporated by reference in this prospectus.

			As of June 27, 2008
			(in millions)
Indebtedness:
	Short term borrowings:
		Notes	$	515
		Other		24
	Total short-term borrowings			539
	Long-term debt:
		Notes		3,230
		Loan facility		400
		Commercial paper		358
		Other		82
	Total long-term debt			4,070
Total indebtedness				4,609
Minority Interest				58
Shareholders' equity				16,057
Total capitalization			$	20,724

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DESCRIPTION OF THE EXCHANGE OFFER

General

        When TIFSA and Tyco issued the outstanding notes on June 3, 2008, TIFSA and Tyco entered into an exchange and registration rights agreement pursuant to which they agreed:

•

to prepare and file the registration statement of which this prospectus forms a part regarding the exchange of the new notes which are registered under the Securities Act for the outstanding notes;



•

to use their commercially reasonable efforts to have the registration statement be declared effective not later than 245 days after the closing date for the outstanding notes;



•

to use their commercially reasonable efforts to have the exchange offer consummated not later than 45 days after the registration statement has been declared effective;



•

to hold the exchange offer open for at least 30 calendar days; and



•

to use their commercially reasonable efforts to cause the outstanding notes to be freely tradeable under Rule 144 under the Securities Act by holders of the outstanding notes who are not affiliates of TIFSA or Tyco after the 180th day after the issuance of the outstanding notes until the first anniversary of the issuance of the outstanding notes.

        For each outstanding note validly tendered pursuant to the exchange offer and not withdrawn by the holder thereof, the holder will receive in exchange a new note having a principal amount equal to that of the tendered outstanding note. Interest on each new note will accrue from the last interest payment date on which interest was paid on the tendered outstanding note in exchange therefor.

Shelf Registration

        TIFSA and Tyco also agreed to file a shelf registration statement for resale of the outstanding notes and to have such shelf registration statement declared effective by the SEC in the event that:

•

because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, TIFSA or Tyco are not permitted to effect the exchange offer as contemplated by the exchange and registration rights agreement;



•

the exchange offer is not consummated within 290 days of the closing date for the outstanding notes; or



•

the exchange offer is not available to any holder of outstanding notes.

        TIFSA and Tyco are required to file this shelf registration statement within 60 days after the occurrence of any such event to cover resales of the outstanding notes and to use their commercially reasonable efforts to cause the shelf registration statement to be declared effective within 120 days after the occurrence of any such event and to keep effective such shelf registration statement until the earlier of two years after the issue date or such time as all of the applicable outstanding notes have been sold thereunder or cease to be outstanding or cease otherwise to be covered by the exchange and registration rights agreement.

        In the event that a shelf registration statement is filed, TIFSA and Tyco will provide to each holder copies of the prospectus that is a part of the shelf registration statement, notify each such holder when the shelf registration statement for the notes has become effective and take certain other actions as are required to permit unrestricted resales of the notes. Holders of notes will be required to suspend their use of the prospectus included in the shelf registration statement upon notice to that effect from us. A holder that sells notes pursuant to the shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be

13

subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the exchange and registration rights agreement that are applicable to such holder (including certain indemnification rights and obligations).

Additional Interest on Outstanding Notes

        If the outstanding notes do not become freely tradeable after the 180th day after the issuance of the outstanding notes until the first anniversary of the issuance of the outstanding notes, the interest rate borne by the notes will be increased ("additional interest") immediately upon the occurrence of a registration default. Additional interest will accrue on the principal amount of the notes at an annual rate of 0.25% for the first 90-day period during which one or more registration defaults is continuing, and thereafter at an annual rate of 0.50% for the duration one or more registration defaults are continuing. Additional interest will be payable if the shelf registration statement is not declared effective as described above; provided, further, however, that such additional interest will only be payable in case the shelf registration statement is not declared effective as aforesaid with respect to notes that have the right to be included, and whose inclusion has been requested, in the shelf registration statement. Following the cure of all registration defaults, the accrual of additional interest will cease and the interest will revert to the original rate.

        Each broker-dealer that receives new notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes.

        The exchange and registration rights agreement is included as an exhibit to the registration statement of which this prospectus forms a part.

Terms of the Exchange Offer

        This prospectus and the accompanying letter of transmittal (including the certificates that form a part of the letter of transmittal) together constitute the exchange offer. Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange outstanding notes that are properly tendered on or before the expiration date and are not withdrawn as permitted below. We have agreed to use our reasonable efforts to keep the registration statement effective for at least 30 calendar days from the date notice of the exchange offer is mailed. The expiration date for this exchange offer is 5 p.m., New York City time, on                        , 2008, or such later date and time to which we, in our sole discretion, extend the exchange offer.

        The form and terms of the new notes being issued in the exchange offer are the same as the form and terms of the outstanding notes, except that the new notes being issued in the exchange offer:

•

will have been registered under the Securities Act;



•

will not bear the restrictive legends restricting their transfer under the Securities Act; and



•

will not contain the registration rights and additional interest provisions contained in the outstanding notes.

        We expressly reserve the right, in our sole discretion:

•

to extend the expiration date;



•

to delay accepting any outstanding notes;

14

•

to terminate the exchange offer and not accept any outstanding notes for exchange if any of the conditions set forth below under "Conditions to the Exchange Offer" have not been satisfied; and



•

to amend the exchange offer in any manner.

        We will give oral or written notice of any extension, delay, non-acceptance, termination or amendment as promptly as practicable by a public announcement, and in the case of an extension, no later than 9 a.m., New York City time, on the next business day after the previously scheduled expiration date. During an extension, all outstanding notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any outstanding notes not accepted for exchange for any reason will be returned without cost to the holder that tendered them as promptly as practicable after the expiration or termination of the exchange offer.

Conditions to the Exchange Offer

        We are not required to accept for exchange, or to issue new notes in the exchange offer for, any outstanding notes. We may terminate or amend the exchange offer at any time before the acceptance of outstanding notes for exchange if:

•

the exchange offer would violate any applicable federal law, statute, rule or regulation or any applicable interpretation of the staff of the SEC;



•

any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended; or



•

there is a change in the current interpretation by staff of the SEC which permits the new notes issued in the exchange offer in exchange for the outstanding notes to be offered for resale, resold and otherwise transferred by such holders, other than broker-dealers and any such holder which is an "affiliate" of ours within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the new notes acquired in the exchange offer are acquired in the ordinary course of such holder's business and such holder has no arrangement or understanding with any person to participate in the distribution of the new notes.

        The preceding conditions are for our sole benefit, and we may assert them regardless of the circumstances giving rise to any such condition. We may waive the preceding conditions in whole or in part at any time and from time to time in our sole discretion. If we do so, the exchange offer will remain open for at least three business days following any waiver of the preceding conditions. Our failure at any time to exercise the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right which we may assert at any time and from time to time.

The Exchange Agent

        Wilmington Trust Company has been appointed as our exchange agent for the exchange offer. All executed letters of transmittal should be directed to our exchange agent at the address set forth below.

15

Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

Main Delivery To:

By mail, hand delivery or overnight courier:

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1600

By facsimile transmission
(for eligible institutions only)

Fax: 302-636-4139
Attention: Corporate Client Services

Confirm by telephone:
Tel: 302-636-6181

        Delivery of the letter of transmittal to an address other than as set forth above or transmission of such letter of transmittal via facsimile other than as set forth above does not constitute a valid delivery of such letter of transmittal.

Fees and Expenses

        We will not make any payment to brokers, dealers or others soliciting acceptance of the exchange offer except for reimbursement of mailing expenses. We will pay the cash expenses to be incurred by us in connection with the exchange offer, including:

•

the SEC registration fee;



•

fees and expenses of the exchange agent and the trustee;



•

accounting and legal fees;



•

printing fees; and



•

other related fees and expenses.

Transfer Taxes

        Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange. If, however, the new notes issued in the exchange offer are to be delivered to, or are to be issued in the name of, any person other than the holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than the exchange of outstanding notes in connection with the exchange offer, then the holder must pay any of these transfer taxes, whether imposed on the registered holder or on any other person. If satisfactory evidence of payment of, or exemption from, these taxes is not submitted with the letter of transmittal, the amount of these transfer taxes will be billed directly to the tendering holder.

Consequences of Failure to Exchange Outstanding Notes

        Holders who desire to tender their outstanding notes in exchange for new notes registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither the exchange agent

16

nor we are under any duty to give notification of defects or irregularities with respect to the tenders of outstanding notes for exchange.

        Following the consummation of the exchange offer, outstanding notes that are not tendered or are tendered but not accepted will continue to be subject to the provisions in the indenture regarding the transfer and exchange of the outstanding notes and the existing restrictions on transfer set forth in the legend on the outstanding notes and in the offering memorandum dated April 11, 2008 relating to the outstanding notes. Except in limited circumstances with respect to specific types of holders of outstanding notes, we will have no further obligation to provide for the registration under the Securities Act of such outstanding notes. In general, outstanding notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We currently do not anticipate that we will take any action to register the outstanding notes under the Securities Act or under any state securities laws.

        Upon completion of the exchange offer, holders of the outstanding notes will not be entitled to any further registration rights under the exchange and registration rights agreement, except under limited circumstances.

Consequences of Exchanging Outstanding Notes

        Based on interpretations of the staff of the SEC, as set forth in no-action letters to third parties, we believe that the new notes may be offered for resale, resold or otherwise transferred by holders of those new notes, other than by any holder that is an "affiliate" of ours within the meaning of Rule 405 under the Securities Act. The new notes may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

•

the new notes issued in the exchange offer are acquired in the ordinary course of the holder's business; and



•

the holder, other than a broker-dealer, has no arrangement or understanding with any person to participate in the distribution of the new notes issued in the exchange offer.

        However, the SEC has not considered this exchange offer in the context of a no-action letter and we cannot guarantee that the staff of the SEC would make a similar determination with respect to this exchange offer as in such other circumstances.

        Each holder, other than a broker-dealer, must furnish a written representation, at our request, that:

•

it is not an affiliate of ours;



•

it is not engaged in, and does not intend to engage in, a distribution of the new notes issued in the exchange offer and has no arrangement or understanding to participate in a distribution of new notes issued in the exchange offer;



•

it is acquiring the new notes issued in the exchange offer in the ordinary course of its business; and



•

it is not acting on behalf of a person who could not make the three preceding representations.

        Each broker-dealer that receives new notes for its own account in exchange for outstanding notes must acknowledge that:

•

such outstanding notes were acquired by such broker-dealer as a result of market-making or other trading activities; and



•

it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, including the delivery of a prospectus that contains

17

information with respect to any selling holder required by the Securities Act in connection with any resale of new notes issued in the exchange offer.

        Furthermore, any broker-dealer that acquired any of its outstanding notes directly from us:

•

may not rely on the applicable interpretation of the SEC staff's position contained in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1989), Morgan, Stanley & Co., Incorporated, SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1983); and



•

must also be named as a selling holder of the new notes in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

        In addition, to comply with state securities laws of certain jurisdictions, the new notes issued in the exchange offer may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification is available and complied with by the holders selling the new notes. We have agreed in the exchange and registration rights agreement that, prior to any public offering of transfer restricted notes, we will use our reasonable efforts to register or qualify the transfer restricted notes for offer or sale under the securities laws of those states as any holder of the new notes reasonably requests at the time the registration statement of which this prospectus forms a part is declared effective. We are not required to qualify generally to do business in any jurisdiction where we are not so qualified or to take any action which would subject us to general service of process or to taxation where we are not now so subject. Unless a holder requests, we currently do not intend to register or qualify the sale of the new notes in any state where an exemption from registration or qualification is required and not available.

18

PROCEDURES FOR TENDERING OUTSTANDING NOTES

        A holder's tender of outstanding notes pursuant to the procedures set forth below will constitute the tendering holder's acceptance of the terms and conditions of the exchange offer. Our acceptance for exchange of outstanding notes tendered pursuant to the procedures described below will constitute a binding agreement between the tendering holder and us in accordance with the terms and subject to the conditions of the exchange offer. Only registered holders are authorized to tender their outstanding notes.

        To effectively tender outstanding notes, holders must, before the expiration date:

•

deliver the letter of transmittal (or facsimile of the letter of transmittal), with any required signature guarantees, or deliver an Agent's Message in lieu of the letter of transmittal;



•

make a book-entry tender of such holder's outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent's account; and



•

deliver any other required documents to the exchange agent.

        If you beneficially own outstanding notes and those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian and you wish to tender your outstanding notes in the exchange offer, you should contact the registered holder as soon as possible and instruct it to tender the outstanding notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.

Agent's Message

        To effectively tender outstanding notes that are held through DTC, DTC participants should electronically transmit their acceptance through DTC's Automated Tender Offer Program, or ATOP, for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an "Agent's Message" to the exchange agent for its acceptance. Delivery of tendered outstanding notes held through DTC must be made to the exchange agent pursuant to the book-entry delivery procedures set forth below under "—Book-entry Transfer."

        The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, as defined below, which states that DTC has received an express acknowledgment from the DTC participant tendering outstanding notes that are the subject of such book-entry confirmation that such DTC participant has received and agrees to be bound by the terms of the offer as set forth in this prospectus and the letter of transmittal and that TIFSA and Tyco may enforce such agreement against such participant.

Delivery of the agent's message by DTC may be done in lieu of execution and delivery of a letter of transmittal (and the certificates that form a part thereof) by the participant identified in the agent's message. Accordingly, the letter of transmittal need not be completed by a holder tendering through ATOP.

Book-Entry Transfer

        The exchange agent will establish one or more accounts with respect to the outstanding notes at DTC for purposes of the exchange offer. For purposes of this exchange offer, the term "Holder" includes participants in DTC that are holders of the outstanding notes.

        Any financial institution that is a participant in DTC may make book-entry delivery of their outstanding notes by causing DTC to transfer their outstanding notes to the exchange agent's account at DTC in accordance with DTC's procedures for transfer. DTC will then send an agent's message (as defined herein) to the exchange agent.

19

        Although delivery of outstanding notes may be effected through book-entry at DTC, the letter of transmittal (or facsimile of the letter of transmittal), with any required signature guarantees, or an agent's message in connection with a book-entry transfer, plus, in any case, all other required documents, be transmitted to and received by the exchange agent at one or more of its addresses set forth in this prospectus on or prior to the expiration date. The confirmation of a book-entry transfer into the exchange agent's account at DTC as described above is referred to in this prospectus as a "Book-Entry Confirmation."

General Matters

        An agent's message in lieu of the letter of transmittal and any other required documents must be transmitted to and received by the exchange agent at its address set forth on the back cover of this prospectus prior to the expiration date. Delivery of such documents to DTC does not constitute delivery to the exchange agent. Holders desiring to tender outstanding notes should note that they must allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC before the expiration date. Tenders of outstanding notes and any agent's message not received by the exchange agent on or prior to the expiration date may be disregarded and deemed to have no effect.

Letter of Transmittal; Representations, Warranties and Covenants of Holders of Outstanding Notes

        By tendering outstanding notes through DTC, and subject to and effective upon acceptance for exchange of, and exchange of, the notes tendered therewith, a tendering holder irrevocably sells, assigns and transfers to, or upon the order of TIFSA and Tyco, all right, title and interest in and to all outstanding notes that are being tendered hereby.

        All questions as to the form of all documents and the validity (including time of receipt) and acceptance of all tenders of outstanding notes will be determined by TIFSA and Tyco, in their sole discretion, the determination of which shall be final and binding. Alternative, conditional or contingent tenders of outstanding notes will not be considered valid. TIFSA and Tyco reserve the absolute right, in their sole discretion, to reject any or all tenders of outstanding notes that are not in proper form or the acceptance of which, in TIFSA's and Tyco's opinion, would be unlawful. TIFSA and Tyco also reserve the right to waive any defects, irregularities or conditions of tender as to particular outstanding notes.

        TIFSA's and Tyco's interpretation of the terms and conditions of the offer (including the instructions in the letter of transmittal) will be final and binding.

        Any defect or irregularity in connection with tenders of outstanding notes must be cured within such time as TIFSA and Tyco determine, unless waived by TIFSA and Tyco. Tenders of outstanding notes shall not be deemed to have been made until all defects and irregularities have been waived by TIFSA and Tyco or cured. A defective tender (which defect is not waived by TIFSA and Tyco) will constitute neither a valid tender of outstanding notes. None of TIFSA, Tyco, the exchange agent, the trustee or any other person will be under any duty to give notice of any defects or irregularities in tenders of outstanding notes, or will incur any liability to holders for failure to give any such notice.

        By tendering, each holder will represent to us that, among other things, the person acquiring new notes in the exchange offer is obtaining them in the ordinary course of its business, whether or not such person is the holder, and that neither the holder nor such other person has any arrangement or understanding with any person to participate in the distribution of the new notes. If any holder or any such other person is an "affiliate", as defined in Rule 405 under the Securities Act, of ours, or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution of the new notes, such holder or any such other person:

•

may not rely on the applicable interpretations of the staff of the SEC; and

20

•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        In addition, each holder of outstanding notes tendered in the exchange offer upon the submission of the letter of transmittal will be deemed to represent, warrant and agree that:

        (1)   It has received and reviewed this prospectus.

        (2)   It is the beneficial owner (as defined below) of, or a duly authorized representative of one or more beneficial owners of, the outstanding notes tendered thereby, and it has full power and authority to execute the letter of transmittal.

        (3)   It owned the outstanding notes being tendered thereby as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind; and we will acquire good, indefeasible and unencumbered title to those outstanding notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when we accept the same.

        (4)   It will not sell, pledge, hypothecate or otherwise encumber or transfer any outstanding notes tendered thereby from the date of the letter of transmittal, and any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect.

        (5)   In evaluating the exchange offer and in making its decision whether to participate in the exchange offer by submitting a letter of transmittal and tendering its outstanding notes, it has made its own independent appraisal of the matters referred to in this prospectus and the letter of transmittal and in any related communications and it is not relying on any statement, representation or warranty, express or implied, made to it by us or the exchange agent, other than those contained in this prospectus, as amended or supplemented through the expiration date.

        (6)   The execution and delivery of the letter of transmittal shall constitute an undertaking to execute any further documents and give any further assurances that may be required in connection with any of the foregoing, in each case on and subject to the terms and conditions described or referred to in this prospectus.

        (7)   The submission of the letter of transmittal to the exchange agent shall, subject to a holder's ability to withdraw its tender prior to the expiration date, and subject to the terms and conditions of the exchange offer, constitute the irrevocable appointment of the exchange agent as its attorney and agent and an irrevocable instruction to that attorney and agent to complete and execute all or any forms of transfer and other documents at the discretion of that attorney and agent in relation to the outstanding notes tendered thereby in favor of us or any other person or persons as we may direct and to deliver those forms of transfer and other documents in the attorney's and agent's discretion and the certificates and other documents of title relating to the registration of outstanding notes and to execute all other documents and to do all other acts and things as may be in the opinion of that attorney or agent necessary or expedient for the purpose of, or in connection with, the acceptance of the exchange offer, and to vest in us or our nominees those outstanding notes.

        (8)   If the outstanding notes are assets of (i) an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, or "ERISA," that is subject to Title I of ERISA, (ii) a "plan" as defined in Section 4975 of the Internal Revenue Code of 1986, as amended, or the "Code," (iii) a "governmental plan" as defined in Section 3(32) of ERISA or any other plan that is subject to a law substantially similar to Title I of ERISA or Section 4975 of the Code, or (iv) an entity deemed to hold plan assets of any of the foregoing, the exchange of the outstanding notes and the acquisition, holding and disposition of

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the new notes will not result in a nonexempt prohibited transaction under ERISA, Section 4975 of the Code or any substantially similar applicable law.

        (9)   The beneficial interest in the unrestricted global security is being acquired for the holder's own account without transfer.

        (10) The exchange from a restricted security to an unrestricted security has been effected in compliance with the transfer restrictions applicable to the Global Securities and pursuant to and in accordance with the Securities Act

        (11) The restrictions on transfer contained in the indenture and the private placement legend are not required in order to maintain compliance with the Securities Act

        (12) The beneficial interest in the unrestricted global security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

        (13) The terms and conditions of the exchange offer shall be deemed to be incorporated in, and form a part of, the letter of transmittal, which shall be read and construed accordingly.

        The representations, warranties and agreements of a holder tendering outstanding notes will be deemed to be repeated and reconfirmed on and as of the expiration date and the settlement date. For purposes of this prospectus, the "beneficial owner" of any outstanding notes means any holder that exercises investment discretion with respect to those outstanding notes.

        If a person or persons other than the registered holder or holders of the outstanding notes tendered for exchange signs the letter of transmittal, the letter of transmittal must be accompanied by appropriate powers of attorney signed exactly as the name or names of the registered holder or holders that appear on the outstanding notes. If trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity sign the letter of transmittal or any power of attorney, such persons should so indicate when signing, and you must submit proper evidence satisfactory to us of such person's authority to so act unless we waive this requirement. The letter of transmittal or facsimile thereof or an agent's message, with any required signature guarantees and any other required documents, must be transmitted to and received by the exchange agent at the address set forth above under "The Exchange Agent" on or prior to the expiration date.

Other Matters

The letter of transmittal and outstanding notes should be sent only to the exchange agent, and not to TIFSA, Tyco or the Book-Entry Transfer Facility. Delivery of such documents will be deemed made only when actually received by the exchange agent. No alternative, conditional or contingent tenders of outstanding notes will be accepted.

        Each broker-dealer that receives new notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

The method of delivery of outstanding notes and the letter of transmittal, including delivery through DTC and any acceptance of an Agent's Message transmitted through ATOP, is at the election and risk of the person tendering outstanding notes and delivering the letter of transmittal. Except as otherwise provided in the letter of transmittal, delivery will be made only when actually received by the exchange agent.

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ACCEPTANCE OF OUTSTANDING NOTES FOR EXCHANGE; EXCHANGE FOR NEW NOTES

        Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all outstanding notes properly tendered and will issue new notes registered under the Securities Act. For purposes of the exchange offer, we will be deemed to have accepted properly tendered outstanding notes for exchange when, as and if we have given oral or written notice to the exchange agent, with written confirmation of any oral notice to be given promptly thereafter. See "Conditions to the Exchange Offer" for a discussion of the conditions that must be satisfied before we accept any outstanding notes for exchange.

        Tenders of outstanding notes pursuant to any of the procedures described above, and acceptance thereof by TIFSA and Tyco for exchange, will constitute a binding agreement between TIFSA, Tyco and the tendering holder of such outstanding notes, upon the terms and subject to the conditions of the exchange offer in effect on the expiration date.

        New notes will be recorded in book-entry form by the exchange agent on the settlement date upon receipt of notice that the outstanding notes have been accepted for exchange.

        Registered holders of new notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the issue date of the outstanding notes or, if interest has been paid, the most recent date to which interest has been paid. Outstanding notes that we accept for exchange will cease to accrue interest from and after the date of consummation of the exchange offer. Under the exchange and registration rights agreement, we may be required to make additional payments in the form of additional interest to the holders of the outstanding notes under circumstances relating to the timing of the exchange offer, as discussed above.

        In all cases, we will issue new notes in the exchange offer for outstanding notes that are accepted for exchange only after the exchange agent timely receives:

•

a timely book-entry confirmation of such outstanding notes into the exchange agent's account at DTC;



•

an agent's message that, among other things, contains an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal; and



•

all other required documents.

        If for any reason set forth in the terms and conditions of the exchange offer we do not accept any tendered outstanding notes, or if a holder submits outstanding notes for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged outstanding notes will be credited to an account maintained with DTC. We will return the outstanding notes or have them credited to DTC as promptly as practicable after the expiration or termination of the exchange offer.

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WITHDRAWAL OF TENDERS

        You may withdraw tenders of your outstanding notes at any time prior to 5 p.m., New York City time, on the expiration date. For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at the address set forth below under "The Exchange Agent" prior to 5 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

•

specify the name of the person having tendered the outstanding notes to be withdrawn; and



•

identify the outstanding notes to be withdrawn, including the principal amount of such outstanding notes.

        Any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of such notices and our determination will be final and binding on all parties. Any tendered outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes which have been tendered for exchange but which are not exchanged for any reason will be credited to an account maintained with DTC for the outstanding notes. The outstanding notes will be returned or credited to this account as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be re-tendered by following one of the procedures described under "Exchange Offer Procedures" at any time on or prior to 5 p.m., New York City time, on the expiration date.

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DESCRIPTION OF THE NEW NOTES AND THE GUARANTEE

        The new 2019 notes and new 2021 notes will be issued as separate series of debt securities under the indenture, dated as of June 9, 1998, as supplemented, among Tyco International Finance S.A., Tyco International Ltd. and Wilmington Trust Company, as trustee. References to the indenture in this description refer to the indenture as supplemented.

        The indenture is subject to, and governed by, the Trust Indenture Act of 1939, as amended. The statements made hereunder relating to the indenture and the new notes and the guarantees to be issued thereunder are summaries of certain provisions thereof, do not purport to be complete, and are subject, and qualified in their entirety by reference, to all provisions of the indenture, copies of which have been filed with the SEC. For the definitions of certain capitalized terms, see "Certain Definitions" below.

        The indenture does not limit the aggregate principal amount of debt securities that may be issued thereunder. Tyco and TIFSA may issue additional debt securities in the future without the consent of the holders of outstanding notes. If Tyco or TIFSA issue additional notes of any series offered hereby, those notes will contain the same terms as and be deemed part of the same series as such series of notes offered hereby. The terms and provisions of other series of debt securities that may be issued under the indenture may differ. Tyco and TIFSA may issue other debt securities separately, upon conversion of or in exchange for other securities or as part of a unit with other securities.

        The terms of the new notes are identical in all material respects to the terms of the outstanding notes, except the new notes will not contain transfer restrictions and holders of new notes will no longer have any registration rights and we will not be obligated to pay additional interest as described in the exchange and registration rights agreement.

        The exchange offer is being made to satisfy our obligations under the exchange and registration rights agreement. The trustee will authenticate and deliver new notes for original issue only in exchange for a like principal amount of outstanding notes. Any outstanding notes of a series that remain outstanding after the consummation of the exchange offer, together with the new notes of such series, will be treated as a single class of securities under the indenture. Accordingly, all references in this section to specified percentages in aggregate principal amount of outstanding notes of a series shall be deemed to mean, at any time after the exchange offer is consummated, such percentage in aggregate principal amount of the outstanding notes and the new notes outstanding of such series.

General

        The new 2019 notes will be issued by Tyco and TIFSA in an initial aggregate principal amount of up to $421,961,000 and the new 2021 notes will be issued in an initial aggregate principal amount of up to $707,404,000. The actual initial aggregate principal amount of the new 2019 notes and new 2021 notes will equal the aggregate principal amount of the outstanding 2019 notes and outstanding 2021 notes, respectively, that are accepted for exchange in the exchange offers.

        The interest rate, interest payment dates and maturity dates of each series of new notes will be as follows:

	New 2019 notes	New 2021 notes
Interest Rate Per Annum	7.0%	6.875%
Semi-annual Interest Payment Dates	June 15th / December 15th	January 15th / July 15th
Maturity Date	December 15, 2019	January 15, 2021

        Holders whose outstanding notes are accepted for exchange will not receive a payment in respect of interest accrued but unpaid on such outstanding notes from the most recent interest payment date up to but excluding the settlement date. Instead, interest on the new notes received in exchange for

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such outstanding notes will accrue from the last date on which interest was paid on such outstanding notes and accrue at the same rate as interest was payable on such outstanding notes. Furthermore, if any interest payment occurs prior to the settlement date on any outstanding notes already tendered for exchange in the exchange offer, the holder of such outstanding notes will be entitled to receive such interest payment.

        The new 2019 notes will bear interest, payable semiannually, on the dates listed in the table above, commencing on the first payment date following the issuance of the new 2019 notes, to the persons in whose names such new 2019 notes are registered at the close of business on June 1 or December 1 (whether or not a Business Day), immediately preceding such interest payment date.

        The new 2021 notes will bear interest, payable semiannually, on the dates listed in the table above, commencing on the first payment date following the issuance of the new 2021 notes, to the persons in whose names such new 2021 notes are registered at the close of business on January 1 or July 1 (whether or not a Business Day), immediately preceding such interest payment date.

        "Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or obligated by law, executive order or governmental decree to be closed.

        The new notes of each series will be issued in the form of one or more registered global securities and will be deposited with, or on behalf of, The Depository Trust Company, as depositary (the "Depositary"), and registered in the name of the Depositary's nominee. A description of the Depositary's procedures with respect to the global securities is set forth below under "Book-Entry Debt Securities."

Guarantees

        Tyco will unconditionally guarantee the due and punctual payment of the principal of, premium, if any, and interest and any Additional Amounts (as defined below under "Payment of Additional Amounts"), if any, on the new notes when and as the same shall become due and payable, whether at maturity, upon redemption or otherwise. The guarantees are unsecured and unsubordinated obligations of Tyco and will rank equally with all other unsecured and unsubordinated obligations of Tyco. The guarantees provide that in the event of a default in payment of principal of, premium, if any, or interest on a new note, the holder of the new note may institute legal proceedings directly against Tyco to enforce the guarantees without first proceeding against TIFSA and Tyco. In addition, under certain circumstances described under "Covenants—Limitation on Indebtedness of Subsidiaries," subsidiaries of Tyco may execute and deliver additional guarantees.

        The aggregate amount of the obligations owed pursuant to the guarantees will be reduced to the extent necessary to prevent such guarantee from violating or becoming voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Optional Redemption

        Each series of the new notes will be redeemable, in whole or in part, at the option of TIFSA and Tyco at any time at a redemption price equal to the greater of (i) 100% of the principal amount of such new notes, and (ii) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate (as defined below), plus 15 basis points in the case of the new 2019 notes, or plus 25 basis points in the case of the new 2021 notes, plus, in each case, accrued

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interest thereon to the date of redemption. Each series of the new notes are also subject to redemption to the extent described in "Redemption Upon Changes in Withholding Taxes."

        "Adjusted Redemption Treasury Rate" means, with respect to any redemption date, the annual rate equal to the semiannual equivalent yield to maturity or interpolated (on a 30/360 day count basis) yield to maturity of the Comparable Redemption Treasury Issue, assuming a price for the Comparable Redemption Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Redemption Treasury Price for such redemption date.

        "Comparable Redemption Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the applicable series of new notes to be redeemed that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such new notes.

        "Comparable Redemption Treasury Price" means, with respect to any redemption date, (i) the average of the Redemption Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Redemption Reference Treasury Dealer Quotations (unless there is more than one highest or lowest quotation, in which case only one such highest and/or lowest quotation shall be excluded), or (ii) if the Quotation Agent obtains fewer than four such Redemption Reference Treasury Dealer Quotations, the average of all such Redemption Reference Treasury Dealer Quotations.

        "Quotation Agent" means a Redemption Reference Treasury Dealer appointed as such agent by TIFSA or Tyco.

        "Redemption Reference Treasury Dealer" means each of J.P. Morgan Securities Inc. and four other primary U.S. Government securities dealers in The City of New York selected by TIFSA or Tyco.

        "Redemption Reference Treasury Dealer Quotations" means, with respect to each Redemption Reference Treasury Dealer and any redemption date, the offer price for the Comparable Redemption Treasury Issue (expressed in each case as a percentage of its principal amount) for settlement on the redemption date quoted in writing to the Quotation Agent by such Redemption Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

Redemption Upon Changes in Withholding Taxes

        Each series of the new notes may be redeemed, as a whole but not in part, at the election of TIFSA and Tyco, upon not less than 30 nor more than 60 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (defined below), if any, if as a result of any amendment to, or change in, the laws or regulations of Luxembourg or Bermuda or any political subdivision or taxing authority thereof or therein having power to tax (a "Taxing Authority"), or any change in the application or official interpretation of such laws or regulations which amendment or change becomes effective (and, with respect to the new 2021 notes, is announced) after, in the case of the new 2019 notes, June 9, 1998 or, in the case of the new 2021 notes, January 12, 1999, TIFSA and Tyco have become or will become obligated to pay Additional Amounts, on the next date on which any amount would be payable with respect to the new notes of such series, and such obligation cannot be avoided by the use of reasonable measures available to TIFSA and Tyco; provided, however, that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which TIFSA and Tyco would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, TIFSA and Tyco shall deliver to the Trustee (i) an officer's certificate from TIFSA and Tyco stating that the obligation to pay Additional

27

Amounts cannot be avoided by TIFSA and Tyco taking reasonable measures available to it and (ii) a written opinion of independent legal counsel to each of TIFSA and Tyco (of recognized standing) to the effect that TIFSA and Tyco have or will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that TIFSA and Tyco cannot avoid the payment of such Additional Amounts by taking reasonable measures available to them.

Notice of Redemption

        The following provisions shall be applicable to any redemption described under "Optional Redemption" and "Redemption Upon Changes in Withholding Taxes" above. Notice of redemption to the holders of new notes of any series to be redeemed in whole or in part shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption. The notice of redemption to each such holder shall specify the principal amount or portion thereof of each new note of such series held by such holder to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, that payment will be made upon presentation and surrender of such new notes, that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. At least one Business Day prior to the redemption date specified in the notice of redemption given, TIFSA and Tyco will deposit with the Trustee or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the new notes so called for redemption. Tyco and TIFSA may act as their own paying agents as provided in the indenture.

        If less than all the new notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, the new notes to be redeemed. If notice of redemption has been given as above provided, on and after the redemption date specified in such notice (unless TIFSA and Tyco shall default in the payment of such new notes at the redemption price, together with interest accrued to said date) interest on the new notes or portions of new notes so called for redemption shall cease to accrue, and the holders thereof shall have no right in respect of such new notes except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption.

Payment of Additional Amounts

        All payments made by TIFSA and Tyco under or with respect to the new notes and the guarantees of a series will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Authority (as defined above) ("Taxes"), unless TIFSA and Tyco are required to withhold or deduct Taxes by law or by the interpretation or administration thereof. In the event that TIFSA and Tyco are required to so withhold or deduct any amount for or on account of any Taxes from any payment made under or with respect to the new notes or the guarantees of a series, as the case may be, TIFSA and Tyco will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each holder of such new notes (including Additional Amounts) after such withholding or deduction will equal the amount that such holder would have received if such Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a holder of new notes to the extent:

        (a)   that any such Taxes would not have been so imposed but for the existence of any present or former connection between such holder and the Taxing Authority imposing such Taxes (other

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than the mere receipt of such payment, acquisition, ownership or disposition of such new notes or the exercise or enforcement of rights under such new notes, the guarantees or the indenture);

        (b)   of any estate, inheritance, gift, sales, transfer, or personal property Taxes imposed with respect to such new notes, subject to certain exceptions;

        (c)   that any such Taxes would not have been so imposed but for the presentation of such new notes (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or holder thereof would have been entitled to Additional Amounts had the new notes been presented for payment on any date during such 30-day period; or

        (d)   that such holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if (x) the making of such declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant Taxing Authority as a precondition to an exemption from, or reduction in, the relevant Taxes, and (y) at least 60 days prior to the first payment date with respect to which TIFSA and Tyco shall apply the provisions described in this paragraph (d), TIFSA and Tyco shall have notified all holders of such new notes in writing that they shall be required to provide such declaration or claim.

        TIFSA and Tyco will also (i) make such withholding or deduction of Taxes and (ii) remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. TIFSA and Tyco will use their reasonable best efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Taxing Authority imposing such Taxes.

        TIFSA or Tyco, as the case may be, will, upon request, make available to the holders of the new notes of a series, within 60 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by TIFSA, Tyco or if, notwithstanding TIFSA and Tyco's efforts to obtain such receipts, the same are not obtainable, other evidence of such payments by TIFSA and Tyco.

        At least 30 days prior to each date on which any payment under or with respect to the new notes of a series is due and payable, if TIFSA and Tyco will be obligated to pay Additional Amounts with respect to such payment, TIFSA and Tyco will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and such other information as is necessary to enable such Trustee to pay such Additional Amounts to holders of such new notes on the payment date.

        The provisions described under the heading "Payment of Additional Amounts" shall survive any termination of the discharge of the indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to TIFSA or Tyco are organized or is engaged in business for tax purposes or any political subdivisions or taxing authority or agency thereof or therein.

        In addition, TIFSA and Tyco will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and Additional Amounts with respect thereto, payable in Luxembourg, Bermuda or the United States or any political subdivision or taxing authority of or in the foregoing in respect of the creation, issue, offering, enforcement, redemption or retirement of the new notes of a series.

        Whenever in the indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption price, interest or any other amount payable under or with respect to any debt security issued thereunder, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

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Change of Control

        With respect to each series of the new notes, if a Change of Control Triggering Event (as defined below) occurs, unless TIFSA and Tyco have exercised their option to redeem the new notes of such series, they shall be required to make an offer (a "Change of Control Offer") to each Holder of an unredeemed series of new notes to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that holder's new notes on the terms set forth in the supplemental indenture for such series of new notes. In a Change of Control Offer, TIFSA and Tyco shall be required to offer payment in cash equal to 101% of the aggregate principal amount of new notes of such series repurchased, plus accrued and unpaid interest, if any, on the new notes of such series repurchased to the date of repurchase (a "Change of Control Payment"). Within 30 days following any Change of Control Triggering Event or, at TIFSA's and Tyco's option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the new notes of such series describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such new notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a "Change of Control Payment Date"). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

        Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of a new note, but in that event the principal amount of such new note remaining outstanding after repurchase must be equal to $1,000 or an integral multiple of $1,000 in excess thereof.

        TIFSA and Tyco shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by them and the third party purchases all new notes of a series properly tendered and not withdrawn under its offer. In addition, TIFSA and Tyco shall not repurchase any new notes of a series if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

        For purposes of the Change of Control Offer provisions of each series of the new notes, the following terms are applicable:

        "Change Of Control" means the occurrence on or after April 11, 2008 of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions (other than any transaction or series of transactions that is the subject of the Existing Litigation or otherwise relates to the Separation Transactions), of all or substantially all of the assets of Tyco and its subsidiaries, taken as a whole, to any person, other than Tyco or a direct or indirect wholly-owned subsidiary of Tyco; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of Tyco's outstanding Voting Stock or other Voting Stock into which Tyco's Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (3) Tyco consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, Tyco, in any such event pursuant to a transaction in which any of Tyco's outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of Tyco's Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving

30

person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; (4) the first day on which a majority of the members of Tyco's Board of Directors are not Continuing Directors; or (5) the adoption of a plan relating to Tyco's liquidation or dissolution. Notwithstanding the foregoing, a transaction shall not be deemed to involve a Change of Control under clause (1), (2) or (5) above if (i) Tyco becomes a direct or indirect wholly-owned subsidiary of a holding company or a holding company becomes the successor to Tyco under Section 8.2 of the Indenture pursuant to a transaction that is permitted under Section 8.1 of the Indenture and (ii) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction (or a series of related transactions) are substantially the same (and hold in the same proportions) as the holders of Tyco's Voting Stock immediately prior to that transaction. The term "person," as used in this definition, means any Person and any two or more Persons as provided in Section 13(d)(3) of the Exchange Act. For purposes of this definition, "Voting Stock" means, with respect to any specified "Person" as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such Person.

        "Change Of Control Triggering Event" means the occurrence of both a Change of Control and a Rating Event.

        "Continuing Directors" means, as of any date of determination, any member of Tyco's Board of Directors who (1) was a member of such Board of Directors on April 11, 2008 or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of Tyco's proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

        "Existing Litigation" means the proceeding originally entitled The Bank of New York v. Tyco International Group S.A., No. 07 Civ. 4659 (SAS), pending in the United States District Court for the Southern District of New York.

        "Fitch" means Fitch Inc., and its successors.

        "Investment Grade Rating" means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by TIFSA and Tyco.

        "Moody's" means Moody's Investors Service, Inc., and its successors.

        "Rating Agencies" means (1) each of Fitch, Moody's and S&P; and (2) if any of Fitch, Moody's or S&P ceases to rate the new notes or fails to make a rating of such series of new notes publicly available for reasons outside of the TIFSA's and Tyco's control, a "nationally recognized statistical rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by TIFSA and Tyco (as certified by a resolution of TIFSA's and Tyco's Boards of Directors) as a replacement agency for Fitch, Moody's or S&P, or all of them, as the case may be.

        "Rating Event" means the rating on the applicable series of new notes is lowered by at least two of the three Rating Agencies and such new notes are rated below an Investment Grade Rating by at least two of the three Rating Agencies on any day during the period (which period shall be extended so long as the rating of such new notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing 60 days prior to the first public notice of the occurrence of a Change of Control or Tyco's intention to effect a Change of Control and ending 60 days following consummation of such Change of Control.

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        "Separation Transactions" means the series of transactions preparatory to and in connection with the separation of the electronics and healthcare businesses and related assets and liabilities of Tyco and its subsidiaries and the distribution of such electronics and healthcare businesses and related assets and liabilities to Tyco's shareholders.

        "S&P" means Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc., and its successors.

Covenants

        The indenture provides for the following covenants.

Limitations on Liens

        TIFSA and Tyco covenant that, so long as any new notes of the applicable series remain outstanding (but subject to defeasance, as provided in the indenture), they will not, and will not permit any Restricted Subsidiary (as defined below) to, issue, assume or guarantee any Indebtedness (as defined below) which is secured by a mortgage, pledge, security interest, lien or encumbrance (each a "lien") upon any Principal Property (as defined below), or any shares of stock of or Indebtedness issued by any Restricted Subsidiary, whether now owned or hereafter acquired, without effectively providing that, for so long as such lien shall continue in existence with respect to such secured Indebtedness, such new notes (together with, if TIFSA and Tyco shall so determine, any other Indebtedness of TIFSA and Tyco ranking equally with such new notes, provided that Indebtedness which is secured by a lien and Indebtedness which is not so secured shall not solely by reason of such lien be deemed to be of different ranking) shall be equally and ratably secured with (or at TIFSA and Tyco's option prior to) such secured Indebtedness, except that the foregoing covenant shall not apply to: (a) liens existing on, in the case of the new 2019 notes, June 9, 1998 or, in the case of the new 2021 notes, January 12, 1999; (b) liens on the stock, assets or Indebtedness of a Person existing at the same time such Person becomes a Restricted Subsidiary unless created in contemplation of such Restricted Subsidiary becoming such; (c) liens on any assets or Indebtedness of a Person existing at the time such entity is merged into TIFSA, Tyco or a Subsidiary or at the time of a purchase, lease or other acquisition of the assets of a Person or firm as an entirety or substantially as an entirety by TIFSA, Tyco or a Restricted Subsidiary; (d) liens on any Principal Property existing at the time of acquisition thereof by TIFSA, Tyco or any Restricted Subsidiary, or liens to secure the payment of the purchase price of such Principal Property, or to secure Indebtedness incurred, assumed or guaranteed by TIFSA, Tyco or a Restricted Subsidiary for the purpose of financing all or any part of the purchase price of such Principal Property or improvements or construction thereon, which Indebtedness is incurred, assumed or guaranteed prior to, at the time of, within one year after such acquisition (or in the case of real property, completion of such improvement or construction or commencement of full operation of such property, whichever is later), provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any Principal Property thereafter owned by TIFSA or Tyco or any Restricted Subsidiary, other than the Principal Property so acquired, constructed or improved; (e) liens securing Indebtedness owing by any Restricted Subsidiary to TIFSA, Tyco or a Subsidiary or by TIFSA to Tyco; (f) liens in favor of the United States of America or any State thereof or any other country, or political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract, statute, rule or regulation or to secure any Indebtedness incurred or guaranteed for the purpose of financing all or any part of the purchase price (or, in the case of real property, the cost of construction or improvement) of the Principal Property subject to such liens (including but not limited to, liens incurred in connection with pollution control, industrial revenue or similar financings); (g) pledges, liens or deposits under worker's compensation or similar legislation that are not dischargeable, or in connection with bids, tenders, contracts (other than for the payment of money) or leases to which TIFSA, Tyco or any Restricted Subsidiary is a party, or to secure the public

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or statutory obligations of TIFSA, Tyco or any Restricted Subsidiary, or in connection with obtaining or maintaining self-insurance, or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or to secure surety, performance, appeal or customs bonds to which TIFSA, Tyco or any Restricted Subsidiary is a party, or in litigation or other proceedings in connection with the matters heretofore referred to in this clause, such as, but not limited to, interpleader proceedings, and other similar pledges, liens or deposits made or incurred in the ordinary course of business; (h) certain liens in connection with legal proceedings, including certain liens arising out of judgments or awards, to the extent such proceedings are being contested or appealed in good faith; final unappealable judgment liens which are satisfied within 15 days of the date of judgment; or liens incurred for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding; (i) liens for certain taxes or assessments, landlord's liens and liens and charges incidental to the conduct of the business of TIFSA, Tyco or any Restricted Subsidiary, or the ownership of their respective assets, which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not, in the opinion of the Boards of Directors of TIFSA and Tyco, materially impair the use of such assets in the operation of the business of TIFSA, Tyco or such Restricted Subsidiary or the value of such Principal Property for the purposes thereof; (j) liens to secure TIFSA and Tyco's or any Restricted Subsidiary's obligations under agreements with respect to spot, forward, future and option transactions, entered into in the ordinary course of business; (k) liens not permitted by the foregoing clauses (a) to (j), inclusive, if at the time of, and after giving effect to, the creation or assumption of such lien, the aggregate amount of all outstanding Indebtedness of TIFSA, Tyco and their Restricted Subsidiaries (without duplication) secured by all liens not so permitted by the foregoing clauses (a) through (j), inclusive, together with the Attributable Debt (as defined below) in respect of Sale and Lease-Back Transactions (as defined below) permitted by paragraph (a) under "Limitation on Sale and Lease-Back Transactions" below does not exceed the greater of $100,000,000 and 10% of Consolidated Net Worth (as defined below); and (l) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part, of any lien referred to in the foregoing clauses (a) to (k), inclusive, except that the principal amount of Indebtedness secured thereby unless otherwise excepted under clauses (a) through (k) shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or part of the assets (or any replacement therefor) which secured the lien so extended, renewed or replaced (plus improvements and construction on real property).

Limitation on Sale and Lease-back Transactions

        TIFSA and Tyco will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to a Principal Property unless (a) TIFSA, Tyco or such Restricted Subsidiary would, at the time of entering into a Sale and Lease-Back Transaction, be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such transaction, without equally and ratably securing the new notes pursuant to the provisions described under "Limitations on Liens" above, or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to their fair value (as determined by TIFSA's and Tyco's Boards of Directors) and an amount equal to the net proceeds is applied, within 180 days of the effective date of such transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of a series of debt securities issued under the indenture, or of Funded Indebtedness (as defined below) of TIFSA, Tyco or a consolidated Subsidiary of TIFSA and Tyco that ranks on a parity with or senior to such new notes (subject to credits for certain voluntary retirement of Funded Indebtedness and certain delivery of such new notes to the Trustee for retirement and cancellation).

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Limitation on Indebtedness of Subsidiaries

        (a)   Neither TIFSA nor Tyco will cause or permit any Subsidiary (which is not a Guarantor), directly or indirectly, to create, incur, assume, guarantee or otherwise in any manner become liable for the payment of or otherwise incur (collectively, "incur"), any Indebtedness (including any Acquired Indebtedness but excluding any Permitted Subsidiary Indebtedness) unless such Subsidiary simultaneously executes and delivers a supplemental indenture providing for a guarantee of a series of debt securities issued under the indenture.

        (b)   Notwithstanding the foregoing, any guarantee by a Subsidiary of the new notes of a series shall provide by its terms that it (and all liens securing the same) shall be automatically and unconditionally released and discharged upon: (i) any sale, exchange or transfer, to any Person not an Affiliate of TIFSA and Tyco, of all of TIFSA and Tyco's equity interests in, or all or substantially all the assets of, such Subsidiary, which transaction is in compliance with the terms of the indenture and such Subsidiary is released from all guarantees, if any, by it of other Indebtedness of TIFSA, Tyco or any Subsidiaries; (ii) the payment in full of all obligations under the Indebtedness giving rise to such guarantee; or (iii) with respect to Indebtedness described in paragraph (a) above constituting guarantees, the release by the holders of such Indebtedness of the guarantee by such Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), at such time as (A) no other Indebtedness (other than Permitted Subsidiary Indebtedness) has been guaranteed by such Subsidiary, as the case may be, or (B) the holders of all such other Indebtedness which is guaranteed by such Subsidiary also release the guarantee by such Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness).

        (c)   For purposes of this covenant, any Acquired Indebtedness is not deemed to have been incurred until 180 days from the date (A) the Person obligated on such Acquired Indebtedness becomes a Subsidiary or (B) the acquisition of assets in connection with which such Acquired Indebtedness was assumed is consummated.

Merger, Consolidation, Sale or Conveyance

        Neither TIFSA, Tyco nor any other Guarantor will merge or consolidate with any other corporation and will not sell or convey all or substantially all of its assets (in one or more series of related transactions other than any transaction or series of related transactions that is the subject of the Existing Litigation or otherwise relates to the Separation Transactions) to any Person, unless TIFSA, Tyco or such other Guarantor, as the case may be, shall be the continuing corporation, or the successor corporation or Person that acquires all or substantially all of the assets of TIFSA, Tyco or such other Guarantor, as the case may be, shall expressly assume the payment of principal of, premium, if any, and interest on the debt securities issued under the indenture and the observance of all the covenants and agreements under the indenture to be performed or observed by TIFSA, Tyco or such other Guarantor, as the case may be, and immediately after such merger, consolidation, sale or conveyance, TIFSA, Tyco or such other Guarantor, as the case may be, such Person or such successor corporation shall not be in default in the performance of the covenants and agreements of the indenture to be performed or observed by TIFSA, Tyco or such other Guarantor, as the case may be; provided that the foregoing shall not apply to a Guarantor other than Tyco if in connection with any such merger, consolidation, sale or conveyance the guarantee of such Guarantor is released and discharged pursuant to paragraph (b) of the "Limitation on Indebtedness of Subsidiaries" covenant.

Events of Default

        Each of the following will be an Event of Default with respect to each series of new notes: default for 30 days in payment of any interest on any new notes of such series; default in any payment of principal of or premium, if any, on any new notes of such series; default by TIFSA, Tyco or any other

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Guarantor in performance of any other of the covenants or agreements in respect of the new notes of such series and related guarantees or the indenture which shall not have been remedied for a period of 90 days after written notice to Tyco by the Trustee or the holders of at least 25% of the principal amount of all new notes of such series, specifying that such notice is a "Notice of Default" under the indenture; default by TIFSA, Tyco or any other Guarantor in the payment at the final maturity thereof, after the expiration of any applicable grace period, of principal of, premium, if any, or interest on Indebtedness for money borrowed (other than Non-Recourse Indebtedness, as defined) in the principal amount then outstanding of $50,000,000 or more, or acceleration of any Indebtedness in such principal amount so that it becomes due and payable prior to the date on which it would otherwise have become due and payable and such acceleration is not rescinded within ten business days after notice to Tyco by the Trustee or the holders of at least 25% of the principal amount of all of the new notes of such series at the time outstanding (treated as one class); any related guarantee ceases to be, or TIFSA, Tyco or any Guarantor asserts in writing that such guarantee is not, in full force and effect and enforceable in accordance with its terms; or certain events involving bankruptcy, insolvency or reorganization of TIFSA, Tyco or any Significant Subsidiary Guarantor. The indenture provides that the Trustee shall transmit notice of any uncured default under the indenture with respect to any series, within 90 days after the occurrence of such default, to the holders of new notes of each affected series, except that the Trustee may withhold notice to the holders of any series of the new notes of any default (except in payment of principal of, premium, if any, or interest on such series of new notes) if the Trustee considers it in the interest of the holders of such series of new notes to do so.

        If (a) an Event of Default due to the default in payment of principal of, premium, if any, or interest on any series of debt securities issued under the indenture or due to the default in the performance or breach of any other covenant or agreement of TIFSA, Tyco or any Guarantor applicable to the debt securities of such series but not applicable to all outstanding debt securities issued under the indenture shall have occurred and be continuing, either the Trustee or the holders of not less than 25% in principal amount of the debt securities of each affected series issued under the indenture and then outstanding (each such series voting as a separate class) may declare the principal of all debt securities of such affected series and interest accrued thereon to be due and payable immediately; and (b) if an Event of Default due to a default in the performance of any other of the covenants or agreements in the indenture applicable to all outstanding debt securities issued thereunder and then outstanding, or due to a default in payment at final maturity or upon acceleration of indebtedness for money borrowed in the principal amount then outstanding of $50,000,000 or more, or to certain events of bankruptcy, insolvency and reorganization of TIFSA, Tyco or any Significant Subsidiary Guarantor shall have occurred and be continuing, either the Trustee or the holders of not less than 25% in principal amount of all debt securities issued under the indenture and then outstanding (treated as one class) may declare the principal of all such debt securities and interest accrued thereon to be due and payable immediately, but upon certain conditions such declarations may be annulled and past defaults may be waived (except a nonpayment of such debt securities which shall have become due by acceleration) by the holders of a majority in principal amount of the debt securities of all such affected series then outstanding (each such series voting as a separate class or all such debt securities voting as a single class, as the case may be).

        The holders of a majority in principal amount of the debt securities of each series then outstanding and affected (with each series voting as a separate class) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the debt securities of such series under the indenture, subject to certain limitations specified in the indenture.

        The indenture provides that no holder of debt securities of any series may institute any action against TIFSA or Tyco under the indenture (except actions for payment of overdue principal, premium, if any, or interest) unless such holder previously shall have given to the Trustee written notice of

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default and continuance thereof and unless the holders of not less than 25% in principal amount of the debt securities of each affected series (with each series voting as a separate class) issued under the indenture and then outstanding shall have requested the Trustee to institute such action and shall have offered the Trustee reasonable indemnity, and the Trustee shall not have instituted such action within 60 days of such request, and the Trustee shall not have received direction inconsistent with such written request by the holders of a majority in principal amount of the debt securities of each affected series (with each series voting as a separate class) issued under such indenture and then outstanding.

        The indenture requires the annual filing by TIFSA and Tyco with the Trustee of a written statement as to compliance with the covenants and agreements contained in the indenture.

Discharge, Defeasance and Covenant Defeasance

        TIFSA and Tyco may discharge or defease their obligations under the indenture as set forth below.

        Under terms satisfactory to the Trustee, TIFSA and Tyco may discharge this indenture with respect to a series of the new notes that have not already been delivered to the Trustee for cancellation and which have either become due and payable or are by their terms due and payable within one year (or which may be called for redemption within one year) by irrevocably depositing with the Trustee cash or direct obligations of the United States as trust funds in an amount certified to be sufficient to pay at maturity (or upon redemption) the principal of, premium, if any, and interest and Additional Amounts, if any, on such new notes. However, TIFSA and Tyco may not thereby avoid their duty to register the transfer or exchange of such new notes, to replace any such mutilated, destroyed, lost or stolen new notes or to maintain an office or agency in respect of such new notes.

        In the case of any series of debt securities in respect of which the exact amounts of principal of and interest due on such series can be determined at the time of making the deposit referred to below, TIFSA and Tyco at their option at any time may also (i) discharge any and all of their obligations to holders of such series of debt securities ("defeasance"), but may not thereby avoid their duty to register the transfer or exchange of such debt securities, to replace any such mutilated, destroyed, lost, or stolen debt securities or to maintain an office or agency in respect of such series of debt securities or (ii) be released with respect to any outstanding series of debt securities issued under the indenture from the obligations imposed by the covenants described under the captions "Covenants" and "Merger, Consolidation, Sale or Conveyance" above and omit to comply with such covenants without creating an Event of Default ("covenant defeasance"). Defeasance or covenant defeasance may be effected only if, among other things: (i) TIFSA and Tyco irrevocably deposit with the Trustee cash and/or direct obligations of the United States, as trust funds in an amount certified by a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm to be sufficient to pay each installment of principal of, premium, if any, and interest and Additional Amounts, if any, on all outstanding debt securities issued under the indenture on the dates such installments of principal, premium, if any, and interest are due; (ii) no default or Event of Default shall have occurred and be continuing on the date of the deposit referred to in clause (i) or, in respect of certain events of bankruptcy, insolvency or reorganization, during the period ending on the 91st day after the date of such deposit (or any longer applicable preference period); and (iii) TIFSA and Tyco deliver to the Trustee (A) an opinion of counsel to the effect that the holders of such series of debt securities will not recognize any income, gain or loss for United States federal income tax purpose as a result of such deposit and defeasance or covenant defeasance, as applicable, and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance or covenant defeasance, as applicable, had not occurred (in the case of defeasance, such opinion must be based on a ruling of the IRS, or IRS, or a change in United States federal income tax law occurring after the date of the indenture) and (B) an opinion of counsel to the effect that (x) payments from the defeasance trust will be free and exempt from any and all withholding and other taxes imposed or levied by or on behalf of a Taxing Authority, and

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(y) holders of such series of debt securities will not recognize any income, gain or loss for Luxembourg income tax and other Luxembourg tax purposes as a result of such deposit and defeasance or covenant defeasance, as applicable, and will be subject to Luxembourg income tax and other Luxembourg tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance or covenant defeasance, as applicable, had not occurred.

Modification of the Indenture

        The indenture contains provisions permitting TIFSA, Tyco and the Trustee, with the consent of the holders of not less than a majority of principal amount of the debt securities under the indenture at the time outstanding of all series affected (voting as one class), to modify the indenture or any supplemental indenture or the rights of the holders of the debt securities, except that no such modification shall (i) extend the final maturity of any of the debt securities or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy or impair or affect the right of any holder of such debt securities to institute suit for the payment thereof without the consent of the holder of each of the debt securities so affected or (ii) reduce the percentage in principal amount of the debt securities, the consent of the holders of which is required for any such modification, without the consent of the holders of all debt securities then outstanding.

        The indenture contains provisions permitting TIFSA, Tyco and the Trustee, without the consent of any holders of debt securities under the 1998 indenture, to enter into a supplemental indenture, among other things, for purposes of curing any ambiguity or correcting or supplementing any provision contained in the indenture or in any supplemental indenture or making other provisions in regard to the matters or questions arising under the indenture or any supplemental indenture as the Boards of Directors of TIFSA and Tyco deem necessary or desirable and which does not adversely affect the interests of the holders of such debt securities in any material respect. TIFSA, Tyco and the Trustee, without the consent of any holders of such debt securities, may also enter into a supplemental indenture to establish the form or terms of any series of debt securities as are not otherwise inconsistent with any of the provisions of the indenture.

Concerning the Trustee

        Wilmington Trust Company will serve as the trustee for the new notes. The address of the relevant corporate trust office of the Trustee is Rodney Square North, 1100 North Market Street, Wilmington, DE 19890-1600. The Trustee may hold new notes, or any other debt securities issued under the indenture, act as a depository for funds of, make loans to, or perform other services for, Tyco, TIFSA and their subsidiaries as if it were not the Trustee.

Certain Definitions

        "Acquired Indebtedness" means Indebtedness of a Person (i) existing at the time such Person becomes a Restricted Subsidiary or (ii) assumed in connection with the acquisition of assets by such Person, in each case, other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or such acquisition, as the case may be.

        "Affiliate" means, with respect to any specified Person: (i) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; (ii) any other Person that owns, directly or indirectly, 10% or more of such specified Person's Capital Stock or any officer or director of any such specified Person or other Person; or (iii) any other Person 10% or more of the Voting Stock of which is beneficially owned or held directly or indirectly by such specified Person. For the purposes of this definition, "control" when used with respect to any specified

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Person means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

        "Attributable Debt" means in connection with a Sale and Lease-Back Transaction, as of any particular time, the aggregate of present values (discounted at a rate per annum equal to the average interest borne by all outstanding debt securities issued under the indenture determined on a weighted average basis and compounded semi-annually) of the obligations of TIFSA, Tyco or any Restricted Subsidiary for net rental payments during the remaining term of the applicable lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended). The term "net rental payments" under any lease of any period shall mean the sum of the rental and other payments required to be paid in such period by the lessee thereunder, not including, however, any amounts required to be paid by such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, reconstruction, insurance, taxes, assessments, water rates or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, reconstruction, insurance, taxes, assessments, water rates or similar charges.

        "Capital Stock" of any Person means any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person's capital stock, other equity interests whether now outstanding or issued after the date of the indenture, partnership interests (whether general or limited), any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person and any rights (other than debt securities convertible into Capital Stock), warrants or options exchangeable for or convertible into such Capital Stock.

        "Consolidated Net Worth" means, at any date, the total assets less the total liabilities, in each case appearing on the most recently prepared consolidated balance sheet of TIFSA or Tyco, as the case may be, and its subsidiaries as of the end of a fiscal quarter of TIFSA or Tyco, as the case may be, prepared in accordance with United States generally accepted accounting principles as in effect on the date of calculation.

        "Consolidated Tangible Assets" means, at any date, the total assets less all intangible assets appearing on the most recently prepared consolidated balance sheet of TIFSA or Tyco, as the case may be, as of the end of a fiscal quarter of TIFSA or Tyco, as the case may be, prepared in accordance with United States generally accepted accounting principles as in effect on the date of calculation.

        "Funded Indebtedness" means any Indebtedness maturing by its terms more than one year from the date of the determination thereof, including any Indebtedness renewable or extendible at the option of the obligor to a date later than one year from the date of the determination thereof.

        "Guarantee" means the unconditional and unsubordinated guarantee by Tyco or any Guarantor of the due and punctual payment of the principal of and interest on the new notes (including premium and Additional Amounts, if any) when and as the same shall become due and payable, whether at the stated maturity, by acceleration, call for redemption or otherwise, in accordance with the terms of such new notes and the indenture.

        "Guarantor" means Tyco or any Subsidiary that after the date of the indenture executes a guarantee of the new notes contemplated by the "Limitation on Indebtedness of Subsidiaries" covenant, until a successor replaces such party pursuant to the applicable provisions of the indenture and, thereafter, shall mean such successor.

        "Indebtedness" means, without duplication, the principal or face amount of (i) all obligations for borrowed money, (ii) all obligations evidenced by debentures, notes or other similar instruments, (iii) all obligations in respect of letters of credit or bankers acceptances or similar instruments (or

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reimbursement obligations with respect thereto), (iv) all obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (v) all obligations as lessee which are capitalized in accordance with United States generally accepted accounting principles, and (vi) all Indebtedness of others guaranteed by TIFSA, Tyco or any of their Subsidiaries or for which TIFSA, Tyco or any of their Subsidiaries is legally responsible or liable (whether by agreement to purchase indebtedness of, or to supply funds or to invest in, others).

        "Intangible Assets" means the amount (if any) which would be stated under the heading "Costs in Excess of Net Assets of Acquired Companies" or under any other heading relating to intangible assets separately listed, in each case on the face of the aforesaid consolidated balance sheet.

        "Permitted Subsidiary Indebtedness" means any of the following: (i) Indebtedness in an aggregate amount, without duplication, not to exceed, as of the date of determination, 5% of the Consolidated Tangible Assets of TIFSA or Tyco (excluding any Indebtedness described in clauses (ii) through (viii) herein), as the case may be; (ii) Indebtedness owed to TIFSA, Tyco or any Subsidiary; (iii) obligations under standby letters of credit or similar arrangements supporting the performance of a Person under a contract or agreement in the ordinary course of business; (iv) obligations as lessee in the ordinary course of business which are capitalized in accordance with United States generally accepted accounting principles; (v) Indebtedness that was Permitted Subsidiary Indebtedness at the time that it was first incurred; (vi) Acquired Indebtedness that by its terms is not callable or redeemable prior to its stated maturity and that remains outstanding following such time as the Subsidiary obligated under such Acquired Indebtedness in good faith has made or caused to be made an offer to acquire all such Indebtedness, including, without limitation, an offer to exchange such Indebtedness for securities of TIFSA or Tyco, as the case may be, on terms which, in the opinion of an independent investment banking firm of national reputation and standing, are consistent with market practices in existence at the time for offers of a similar nature, provided that the initial expiration date of any such offer shall be not later than the expiration of the time period set forth in paragraph (c) of the "Limitation of Indebtedness of Subsidiaries" covenant; (vii) Indebtedness outstanding on the date of the indenture and (viii) any renewals, extensions, substitutions, refundings, refinancings or replacements (collectively, a "refinancing") of any Indebtedness referred to in clause (vii) of this definition of "Permitted Subsidiary Indebtedness" of a Subsidiary organized under a jurisdiction other than the United States or any State thereof or the District of Columbia, including any successive refinancings so long as the borrower under such refinancing is such Subsidiary and the aggregate principal amount of Indebtedness represented thereby (or if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness plus any accreted value attributable thereto since the original issuance of such Indebtedness) is not increased by such refinancing plus the lesser of (A) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (B) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of such Restricted Subsidiary incurred in connection with such refinancing.

        "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

        "Principal Property" means any manufacturing, processing or assembly plant or facility or any warehouse or distribution facility which is used by any U.S. Subsidiary after the date of the indenture, other than any such plants, facilities, warehouses or portions thereof, which in the opinion of the Boards of Directors of TIFSA and Tyco, are not collectively of material importance to the total business conducted by TIFSA, Tyco and their Restricted Subsidiaries as an entirety, or which, in each case, has a book value, on the date of the acquisition or completion of the initial construction thereof

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by TIFSA or Tyco, as the case may be, of less than 1.5% of Consolidated Tangible Assets of TIFSA or Tyco, as the case may be.

        "Restricted Subsidiary" means any Subsidiary which owns or leases a Principal Property.

        "Sale and Lease-Back Transaction" means an arrangement with any Person providing for the leasing by TIFSA, Tyco or a Restricted Subsidiary of any Principal Property whereby such Principal Property has been or is to be sold or transferred by TIFSA, Tyco or a Restricted Subsidiary to such Person; provided, however, that the foregoing shall not apply to any such arrangement involving a lease for a term, including renewal rights, for not more than three years.

        "Significant Subsidiary Guarantor" means any one or more Guarantors (other than Tyco) which, at the date of determination, together with its or their respective subsidiaries in the aggregate, (i) for the most recently completed fiscal year of TIFSA or Tyco, as the case may be, accounted for more than 10% of the consolidated revenues of TIFSA or Tyco, as the case may be, or (ii) at the end of such fiscal year, was the owner (beneficial or otherwise) of more than 10% of the consolidated assets of TIFSA or Tyco, as the case may be, as determined in accordance with United States generally accepted accounting principles and reflected on TIFSA's or Tyco's, as the case may be, consolidated financial statements.

        "Subsidiary" means any corporation of which at least a majority of the outstanding Voting Stock shall at the time directly or indirectly be owned or controlled by TIFSA, Tyco or by one or more Subsidiaries or by TIFSA, Tyco and one or more Subsidiaries.

        "Voting Stock" of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time Capital Stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

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BOOK-ENTRY DEBT SECURITIES

Book-Entry, Delivery and Form

        Each series of new notes will be issued in registered, global form. The new notes for each series initially will be represented by notes in registered, global form without interest coupons called collectively the global notes. The global notes will be deposited upon issuance with the Trustee as custodian for DTC, in New York, New York, and registered in the name of DTC's nominee, Cede & Co., in each case for credit to an account of a direct or indirect participant in DTC as described below. Global notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the global notes may be held through the Euroclear System, or Euroclear, and Clearstream Banking, S.A., or Clearstream, each as indirect participants in DTC.

        Beneficial interests in the global notes may not be exchanged for notes in certificated form, or certificated notes except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes." Transfers between participants in DTC will be effected in accordance with DTC rules and will be settled in immediately available funds.

Exchange of Global Notes for Certificated Notes

        For each series of notes, a global note is exchangeable for certificated notes if:

        (1)   DTC (a) notifies TIFSA and Tyco that it is unwilling or unable to continue as depositary for the global notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, TIFSA and Tyco fail to appoint a successor depositary within 90 days; or

        (2)   TIFSA and Tyco, at their option, notify the applicable trustee in writing that it elects to cause the issuance of the certificated notes.

        In all cases, certificated notes delivered in exchange for any global note or beneficial interests in global notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Depository Procedures

        The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. TIFSA and Tyco take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

        DTC has advised TIFSA and Tyco that DTC is a limited-purpose trust company created to hold securities for its participating organizations, which we collectively call the participants, and to facilitate the clearance and settlement of transactions in those securities between the participants through electronic book-entry changes in accounts of its participants. The participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly, which we collectively call indirect participants. Persons who are not participants may beneficially own securities held by or on behalf of DTC only through the participants or the indirect participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the participants and indirect participants.

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        DTC has also advised TIFSA and Tyco that, pursuant to procedures established by it:

        (1)   upon deposit of the global notes, DTC will credit the accounts of the participants with portions of the principal amount of the global notes; and

        (2)   ownership of these interests in the global notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the participants) or by the participants and the indirect participants (with respect to other owners of beneficial interest in the global notes).

        Investors in the global notes who are participants may hold their interests therein directly through DTC. Investors in the global notes who are not participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) that are participants in such system. Euroclear and Clearstream will hold interests in the global notes on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositories. All interests in a global note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.

        The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a global note to such persons will be limited to that extent. Because DTC can act only on behalf of the participants, which in turn act on behalf of the indirect participants, the ability of a person having beneficial interests in a global note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described above, owners of beneficial interests in the global notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "Holders" thereof under the indenture (as supplemented) for any purpose.

        Payments in respect of the principal of, and interest and premium, if any, on a global note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder of the notes under the indenture. Under the terms of the indenture, TIFSA, Tyco and the Trustee will treat the persons in whose names the notes, including the global notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, none of TIFSA, Tyco, the Trustee or any of their agents have or will have any responsibility or liability for:

        (1)   any aspect of DTC's records or any participant's or indirect participant's records relating to or payments made on account of beneficial ownership interests in the global notes or for maintaining supervising or reviewing any of DTC's records or any participant's or indirect participant's records relating to the beneficial ownership interests in the global notes; or

        (2)   any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

        DTC has advised TIFSA and Tyco that its current practice, upon receipt of any payment in respect of securities such as the notes, is to credit the accounts of the relevant participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the participants and the indirect participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the participants or the

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indirect participants and will not be the responsibility of DTC, the Trustee, TIFSA or Tyco. None of TIFSA, Tyco or the Trustee will be liable for any delay by DTC or any of the participants or the indirect participants in identifying the beneficial owners of the notes, and TIFSA, Tyco and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between the participants will be effected in accordance with DTC's procedures and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

        Crossmarket transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream. DTC has advised us that it will take any action permitted to be taken by a holder of new notes only at the direction of one or more participants to whose account DTC has credited the interests in the global notes and only in respect of such portion of the aggregate principal amount of the new notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the new notes, DTC reserves the right to exchange the global notes for certificated notes, and to distribute such new notes to the participants.

        Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the global notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of TIFSA, Tyco, the Trustee or any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

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LUXEMBOURG, BERMUDA AND U.S. FEDERAL INCOME TAX CONSIDERATIONS

Luxembourg

        The following information is of a general nature only and is based on the laws currently in force in Luxembourg. It does not purport to be a comprehensive description of all tax implications that might be relevant to an investment decision. Holders of new notes who are in doubt as to their tax position should consult a professional tax adviser.

        Please be aware that the residence concept used under the respective headings below applies for Luxembourg income tax assessment purposes only. Any reference in the present section to a tax, duty, levy, impost or other charge or withholding of a similar nature refers to Luxembourg tax law and/or concepts only. Also, please note that a reference to Luxembourg income tax encompasses corporate income tax (impôt sur le revenu des collectivités), municipal business tax (impôt commercial communal), a solidarity surcharge (impôt de solidarité) as well as personal income tax (impôt sur le revenu) generally. Investors may further be subject to net wealth tax (impôt sur la fortune) as well as other duties, levies or taxes. Corporate income tax, municipal business tax as well as the solidarity surcharge invariably apply to most corporate taxpayers resident of Luxembourg for tax purposes. Individual taxpayers are generally subject to personal income tax and the solidarity surcharge. Under certain circumstances, where an individual taxpayer acts in the course of the management of a professional or business undertaking, municipal business tax may apply as well.

No withholding tax

Non-resident holders of new notes

        Under Luxembourg general tax laws currently in force and subject to the laws of 21 June 2005 (the Laws) mentioned below, there is no withholding tax on payments of principal, premium or interest made to non-resident holders of new notes, nor on accrued but unpaid interest in respect of the new notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of the new notes held by non-resident holders of new notes.

        Under the Laws implementing the Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments and ratifying the treaties entered into by Luxembourg and certain dependent and associated territories of EU Member States (the Territories), payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the immediate benefit of an individual beneficial owner or a residual entity, as defined by the Laws, which are resident of, or established in, an EU Member State (other than Luxembourg) or one of the Territories will be subject to a withholding tax unless the relevant recipient has adequately instructed the relevant paying agent to provide details of the relevant payments of interest or similar income to the fiscal authorities of his/her/its country of residence or establishment, or, in the case of an individual beneficial owner, has provided a tax certificate issued by the fiscal authorities of his/her country of residence in the required format to the relevant paying agent. Where withholding tax is applied, it is currently levied at a rate of 20% and will be levied at a rate of 35% as of July 1, 2011. Responsibility for the withholding of the tax will be assumed by the Luxembourg paying agent. Payments of interest under the new notes coming within the scope of the Laws would at present be subject to withholding tax of 20%.

Resident holders of new notes

        Under Luxembourg general tax laws currently in force and subject to the law of 23 December 2005 (the Law) mentioned below, there is no withholding tax on payments of principal, premium or interest made to Luxembourg resident holders of new notes, nor on accrued but unpaid interest in respect of

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new notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of new notes held by Luxembourg resident holders of new notes.

        Under the Law payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the benefit of an individual beneficial owner who is resident of Luxembourg will be subject to a withholding tax of 10%. Such withholding tax will be in full discharge of income tax if the beneficial owner is an individual acting in the course of the management of his/her private wealth. Responsibility for the withholding of the tax will be assumed by the Luxembourg paying agent. Payments of interest under the new notes coming within the scope of the Law would be subject to withholding tax of 10%.

Taxation of corporate holders

Luxembourg corporate holders

        A corporate holder of new notes who is a resident of Luxembourg for tax purposes, or who has a permanent establishment or a fixed place of business in Luxembourg to which the new notes are attributable, is subject to Luxembourg corporation taxes in respect of the interest paid or accrued on the new notes. Gains realized by a corporate holder of new notes who is a resident of Luxembourg for tax purposes or who has a permanent establishment or a fixed place of business in Luxembourg to which the new notes are attributable, on the sale or disposal of the new notes, are subject to Luxembourg corporation taxes. The exchange of outstanding notes for new notes is deemed a disposal followed by an acquisition, which is generally subject to corporation taxes. A Luxembourg holder of new notes that is governed by the law of 31st July 1929 on pure holding companies, as amended, or by the law of 11th May 2007 on family estate management companies or by the law of 20th December 2002 on undertakings for collective investment, as amended, or by the law of 13th February 2007 on specialized investment funds will not be subject to any Luxembourg income tax in respect of interest received or accrued on the new notes, or on gains realized on the sale or disposal of the new notes or on the exchange of the outstanding notes for the new notes.

Non-resident corporate holders

        Gains realized by a non-resident holder of new notes who does not have a permanent establishment or fixed place of business in Luxembourg to which the new notes are attributable are not subject to Luxembourg income tax upon the sale or disposal of the new notes.

Taxation of Individual holders

Resident individuals

        An individual holder of new notes who is a resident of Luxembourg for tax purposes, is subject to income tax in respect of interest paid on the new notes. Under Luxembourg tax laws, a gain realized by an individual holder of new notes who acts in the course of the management of his private wealth and who is a resident of Luxembourg for tax purposes, on the sale or disposal of the new notes, including a gain realized on the exchange of outstanding notes for new notes, is not subject to Luxembourg income tax, provided this sale or disposal took place at least six months after the acquisition of the notes. An individual holder of new notes, who acts in the course of the management of his private wealth and who is a resident of Luxembourg for tax purposes, however, has to include the portion of the gain corresponding to accrued but unpaid income in respect of the new notes in his taxable income, except if the withholding tax has been levied on such interest in accordance with the Law.

        Gains realized by an individual holder of new notes, who acts in the course of the management of a professional or business undertaking, who is a resident of Luxembourg for tax purposes or who has a permanent establishment or a fixed place of business in Luxembourg to which the new notes are

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attributable, are subject to Luxembourg income tax at ordinary rates. The exchange of outstanding notes for new notes is deemed a disposal followed by an acquisition, which is generally subject to Luxembourg income tax.

Non-resident individuals

        Gains realized by a non-resident holder of new notes that does not have a permanent establishment or fixed place of business in Luxembourg to which the new notes are attributable are not subject to Luxembourg income tax on the sale or disposal of new notes.

Inheritance and gift taxes

        Under present Luxembourg tax laws, if a holder of new notes is a resident for tax purposes of Luxembourg at the time of his death, the new notes are included in his taxable estate for inheritance tax purposes and gift tax may be due on a gift or donation of the new notes.

No stamp duty

        The issue of the new notes by TIFSA will not be subject to a Luxembourg registration or stamp duty. The sale or disposal of such new notes will not be subject to a Luxembourg registration or stamp duty.

Wealth tax

        Under present Luxembourg tax laws, a holder of new notes who is a resident of Luxembourg for tax purposes, or a non-resident holder of new notes who has a permanent establishment or a fixed place of business in Luxembourg to which the new notes are attributable, has to take into account the new notes for purposes of the Luxembourg wealth tax, unless a specific exemption applies, or unless the holder of new notes is governed by the law of 31st July 1929 on pure holding companies, as amended, or by the law of 11th May 2007 on family estate management companies or by the law of 20th December 2002 on undertakings for collective investment, as amended, or by the law of 13th February 2007 on specialized investment funds, or is a securitization company governed by the law of 22 March 2004 on securitization, or a capital company governed by the law of 15 June 2004 on venture capital vehicles.

        An individual holder of new notes, whether he or she is resident of Luxembourg or not, will not be subject to Luxembourg wealth tax on the new notes.

Bermuda

        Under current law, no income, withholding or other taxes or stamp, registration or other duties are imposed in Bermuda upon the issue, transfer or sale of the new notes, or payments made in respect of the new notes. As of the date hereof, there is no Bermuda income, company or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable in respect of capital gains realized on a disposition of securities issued by Tyco or in respect of a distribution by us with respect to our securities. Furthermore, we have received from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act of 1966 an undertaking that, in the event of there being enacted in Bermuda any legislation imposing any tax computed on profits or income, including any dividend or capital gains, withholding tax, or computed on any capital assets, gain or appreciation, or any tax in the nature of an estate or inheritance tax or duty, the imposition of such tax shall not be applicable to us or any of our operations or obligations until March 28, 2016. This undertaking applies to securities issued by Tyco. It does not, however, prevent the application of Bermuda taxes to persons ordinarily resident in Bermuda.

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United States

        The following discussion summarizes the material U.S. federal income tax consequences of the exchange of outstanding notes for new notes and the beneficial ownership and disposition of the new notes. This summary is based on the Code, regulations issued under the Code, judicial authority and administrative rulings and practice, all as of the date of this prospectus, all of which are subject to change. Any such change may be applied retroactively and may adversely affect the federal tax consequences described in this prospectus. This summary addresses only the tax consequences to investors that own the outstanding notes and will hold the new notes as capital assets and not as part of a hedge, straddle, conversion, constructive sale or other risk reduction transaction for federal income tax purposes.

HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE SPECIFIC U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSIDERATIONS APPLICABLE TO THE OFFER.

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

        This summary does not discuss all of the tax consequences that may be relevant to particular investors or to investors subject to special treatment under the federal income tax laws (such as insurance companies, partnerships or other entities treated as partnerships for federal income tax purposes, financial institutions, tax-exempt organizations, retirement plans, regulated investment companies, securities dealers, controlled foreign corporations, passive foreign investment companies, U.S. persons that own stock in a controlled foreign corporation or a passive foreign investment company, expatriates or U.S. persons whose functional currency for tax purposes is not the U.S. Dollar). If a partnership holds any outstanding notes or new notes, the federal income tax treatment of a partner of the partnership generally will depend on the status of the partner and the activities of the partnership. Partners of partnerships holding any outstanding notes or new notes should consult their tax advisors. This summary does not discuss any aspect of state, local or non-U.S. taxation.

        We will not seek a ruling from the Internal Revenue Service, referred to herein as the "IRS," with respect to any matters discussed in this section, and we cannot assure you that the IRS will not challenge one or more of the tax consequences described below. When we use the term "holder" in this section, we are referring to a beneficial owner of the outstanding notes or new notes and not the record holder. Persons considering the exchange of outstanding notes for new notes should consult their own tax advisors concerning the application of U.S. federal tax laws to their particular situations, as well as any consequences of the exchange of outstanding notes for new notes and the beneficial ownership and disposition of the new notes arising under the laws of any other taxing jurisdiction.

U.S. Federal Income Tax Consequences of the Exchange Offer to U.S. Holders and Non-U.S. Holders

        A holder of outstanding notes will not recognize any taxable gain or loss on the exchange of an outstanding note for a new note pursuant to the exchange offer, and such holder's tax basis, adjusted issue price, and holding period in the new note will be the same as in the outstanding note.

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U.S. Federal Income Tax Consequences to U.S. Holders

U.S. Federal Income Tax Consequences of the Ownership of the New Notes to U.S. Holders

Taxation of Interest

        Stated interest on the new notes will be taxable to a U.S. holder as ordinary interest income as the interest accrues or is paid in accordance with such holder's regular method of accounting.

Determination of Issue Price and Original Issue Discount

        The outstanding notes were deemed issued on June 3, 2008, pursuant to an exchange offer in which the terms of the originally issued notes were modified and a consent fee was paid to the holders of the originally issued notes. The outstanding notes (and thus the new notes) will be treated as being issued with original issue discount, or OID, if their stated redemption price at maturity exceeds their issue price. The definitions of a note's stated redemption price at maturity and issue price are discussed below.

        A note's stated redemption price at maturity is generally defined as the sum of all payments provided by the note other than "qualified stated interest," which is stated interest that is unconditionally payable at least annually at a single fixed rate over the entire term of the note. Stated interest on the new notes that is unconditionally payable at an annual fixed rate of 7.0% in the case of the new notes due in 2019 and 6.875% in the case of the new notes due in 2021 will constitute qualified stated interest and will not be included in the new notes' stated redemption price at maturity. The remaining payments under the new notes will not constitute qualified stated interest for purposes of the OID rules and will be included in the new note's stated redemption price at maturity.

        The determination of the issue price of the outstanding notes (and thus the new notes) will depend on whether the originally issued notes or the outstanding notes that were deemed to be issued in exchange for the originally issued notes on June 3, 2008, were "publicly traded" (for purposes of the original issue discount provisions of the Code). The originally issued notes or the outstanding notes would be treated as publicly traded if, at any time during the 60-day period ending 30 days after the date on which the outstanding notes were deemed to have been issued in exchange for the originally issued notes, the originally issued notes or the outstanding notes were, as the case may be, "traded on an established market" within the meaning of the applicable Treasury Regulations. Subject to certain exceptions, a debt instrument generally will be treated as traded on an established market if (1) it is listed on certain securities exchanges, interdealer quotation systems, or certain foreign exchanges or boards of trade, (2) it is traded either on certain boards of trade that are designated as a contract market or an interbank market, (3) it appears on a system of general circulation that provides a reasonable basis to determine fair market value by disseminating either recent price quotations of identified brokers, dealers, or traders or actual prices of recent sales transactions, or (4) price quotations are readily available from brokers, dealers, or traders within the meaning of the applicable Treasury Regulations and certain other conditions are made.

        If the originally issued notes or the outstanding notes deemed to have been issued in exchange for the originally issued notes on June 3, 2008, were not publicly traded, the issue price of such new notes would equal their stated principal amount. If the originally issued notes were "publicly traded", but the outstanding notes deemed to be issued in exchange therefor were not so traded, the issue price would be equal to the fair market value of the originally issued notes on the date the outstanding notes were deemed to be issued. If the outstanding notes were so traded, their issue price would equal the fair market value of the outstanding notes as of the date the outstanding notes were deemed to be issued. While it is unclear whether either the originally issued notes or the outstanding notes deemed to have been issued in exchange therefor would be considered publicly traded under the applicable Treasury Regulations, we believe that neither the originally issued notes nor the outstanding notes should be

48

considered "publicly traded" (for purposes of the original issue discount provisions of the Code) at the time of the deemed exchange, and therefore the issue price of the outstanding notes (and thus the new notes) will be equal to the stated principal amount of the notes. However, the law relating to the characterization of a debt instrument as a publicly traded instrument is unclear. If, contrary to our belief, either the originally issued notes or the outstanding notes deemed to be issued in exchange therefor were publicly traded during the relevant time period and the fair market value of the originally issued notes or the outstanding notes, as the case may be, as of the issue date of the outstanding notes, is less than the note's stated redemption price at maturity, the outstanding notes (and thus the new notes) would be treated as having been issued with OID.

        Except where it falls under a statutory de minimis rule, any OID would be required to be included in the income of the U.S. holders of the new notes on a constant yield to maturity basis over the term of the new notes and in advance of cash payments attributable to such income regardless of such U.S. holder's regular method of tax accounting. The amount of OID includible in gross income by a U.S. holder of a note for a taxable year would be the sum of the daily portions of OID with respect to the note for each day during that taxable year on which the U.S. holder holds the note. The daily portion is determined by allocating to each day in an "accrual period" a pro rata portion of the OID allocable to that accrual period. The OID allocable to any accrual period would equal (a) the product of the adjusted issue price of the note as of the beginning of such period and the note's yield to maturity less (b) the qualified stated interest allocable to that accrual period. The adjusted issue price of a note as of the beginning of any accrual period would equal its issue price, increased by previously accrued OID, and decreased by the amount of any payments (other than payments of qualified stated interest) made on the note. A U.S. holder's tax basis in a note would be increased by the amount of OID that is includible in the holder's gross income. A U.S. holder would not be required to recognize any additional income upon the receipt of any payment on the notes that is attributable to previously accrued OID, but will be required to reduce its tax basis in the notes by the amount of such payment.

         Acquisition Premium, Market Discount, and Bond Premium.    A U.S. holder (including a U.S. holder that purchased outstanding notes after the deemed exchange) may be subject to the following additional rules:

•

If a U.S. holder has a tax basis in the new notes (or in the outstanding notes that are exchanged for new notes in this exchange) that is more than the issue price of such note but less than the stated redemption price at maturity of such note, such holder has acquisition premium with respect to such excess, and the holder will not include OID (if any) on the new notes in income to the extent of the acquisition premium.



•

If a U.S. holder has a tax basis in the new notes (or in the outstanding notes that are exchanged for new notes in this exchange) that is greater than the stated redemption price at maturity, the holder would be treated as having acquired the new notes with a "premium" equal to the amount of such excess. Such holder would not be required to include any OID (if any) in income with respect to the new notes so acquired. In addition, a holder may elect to amortize such premium over life of the new notes to offset a portion of the stated interest that would otherwise be includible in income. Such an election generally applies to all taxable debt instruments held by the holder on or after the first day of the first taxable year to which the election applies, and may be revoked only with the consent of the IRS.



•

If a U.S. holder has a tax basis in the new notes (or in the outstanding notes that are exchanged for new notes in this exchange) that is less than the issue price of such notes, the holder will be subject to the market discount rules (unless the amount of the excess of the issue price over the basis is less than a specified de minimis amount, in which case market discount is considered to be zero or to the extent that such market discount is converted to OID (if any) as discussed below). If a note is acquired with market discount, a U.S. holder may elect (but is not required)

49

to take market discount into income over the remaining life of the note, either on a ratable or economic yield basis. Such an election generally applies to all taxable debt instruments held by the holder on or after the first day of the first taxable year to which the election applies, and may be revoked only with the consent of the IRS.



•

A U.S. holder that held the notes at the time of the deemed exchange of the originally issued notes for outstanding notes on June 3, 2008, and had market discount on the originally notes should consult with its own tax advisor regarding the consequences of the ownership of the new notes, including the consequences of the conversion of market discount to OID if, contrary to our expectations, the new notes are considered to have OID. Although market discount is not required to be taken into income until sale or other disposition of the new notes (unless the election referred to above has been made), OID (if any) would be required to be included in the income on a constant interest basis over the term of the new notes and in advance of cash payments attributable to such income.

Taxation of Dispositions of New Notes

        Upon the sale, exchange, retirement or other taxable disposition of a new note, a U.S. holder generally will recognize gain or loss equal to the difference between the amount received on such disposition (other than amounts representing accrued and unpaid interest not previously included in income, which will be treated as interest income) and the U.S. holder's tax basis in the new note. A U.S. holder's tax basis in a new note will be, in general, the cost of the new note to the U.S. holder, increased by the amount of OID (if any) or market discount previously included in income, decreased by the amount of bond premium previously amortized, and decreased by any principal payments received in respect of the new note. Gain or loss realized by a U.S. holder on the sale, exchange, retirement or other disposition of a note generally will be treated as U.S. source income or loss. Except to the extent the market discount rules discussed above apply and the holder does not elect to amortize such discount, gain or loss realized on the sale, exchange or retirement of a new note generally will be capital gain or loss, and will be long-term capital gain or loss if, at the time of such sale, exchange or retirement, the new note has been held for more than one year. Net long-term capital gain recognized by a non-corporate U.S. holder generally is subject to U.S. federal income tax at a preferential rate. The deductibility of capital losses is subject to limitations. U.S. holders who sell the new notes at a loss that exceeds certain thresholds may be required to file a disclosure statement with the IRS.

Information Reporting and Backup Withholding

        When required, we will report to the holders of the new notes and the IRS amounts paid on or with respect to the new notes (including OID, if any) and the amount of any tax withheld from such payments. Certain non-corporate U.S. holders may be subject to backup withholding (currently imposed at a rate of 28%) on payments made on or with respect to the new notes and on payment of the proceeds from the disposition of a new note. In general, backup withholding will apply to a U.S. holder only if the holder:

•

fails to furnish its Taxpayer Identification Number, or TIN, which for an individual is his or her Social Security Number;



•

furnishes an incorrect TIN;



•

is notified by the IRS that it has failed properly to report payments of interest; or



•

under certain circumstances, fails to certify, under penalties of perjury, that it has furnished a correct TIN and has not been notified by the IRS that it is subject to backup withholding for failure to report interest payments.

50

        A U.S. holder will be eligible for an exemption from backup withholding upon providing a properly completed IRS Form W-9 (or substitute form) to us or our paying agent. Backup withholding is not an additional tax and may be refunded or credited against the U.S. holder's U.S. federal income tax liability, provided that certain required information is timely furnished to the IRS. The information reporting requirements may apply regardless of whether withholding is required.

U.S. Federal Income Tax Consequences to Non-U.S. Holders

Taxation of Interest and Disposition

        In general and subject to the discussion below under "—Backup Withholding and Information Reporting," a non-U.S. holder will not be subject to U.S. federal income or withholding tax on interest (including OID, if any) on new notes or gain upon the disposition of new notes, unless:

•

the income or gain is "U.S. trade or business income," which means income or gain that is effectively connected with the conduct by the non-U.S. holder of a trade or business, or in the case of a treaty resident, attributable to a permanent establishment or a fixed base, in the United States; or



•

such non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met.

        U.S. trade or business income of a non-U.S. holder generally will be subject to regular U.S. income tax in the same manner as if it were realized by a U.S. holder. Non-U.S. holders that realize U.S. trade or business income with respect to the new notes should consult their tax advisors as to the treatment of such income or gain. In addition, U.S. trade or business income of a non-U.S. holder that is a non-U.S. corporation may be subject to a branch profits tax at a rate of 30%, or such lower rate provided by an applicable income tax treaty.

Backup Withholding and Information Reporting

        If the new notes are held by a non-U.S. holder through the non-U.S. office of a non-U.S. related broker or financial institution, information reporting and backup withholding generally would not be required. Information reporting, and possibly backup withholding in certain circumstances, may apply if the new notes are held by a non-U.S. holder through a U.S., or U.S.-related, 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. Non-U.S. holders should consult their tax advisors regarding the application of these rules.

The U.S. federal tax discussion set forth above is included for general information only and may not be applicable depending upon a holder's particular situation. Holders should consult their own tax advisors with respect to the tax consequences to them of the exchange of outstanding notes for new notes and the beneficial ownership and disposition of the notes, including the tax consequences under state, local, non-U.S. and other tax laws and the possible effects of changes in federal or other tax laws.

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CERTAIN ERISA CONSIDERATIONS

        The following is a summary of certain considerations associated with the exchange of the outstanding notes and the acquisition, holding and disposition of new notes by employee benefit plans that are subject to Title I of ERISA (as defined herein), individual retirement accounts and other plans that are subject to Section 4975 of the Code (as defined herein) or provisions under any federal, state, local, non-U.S. or other laws or regulations that are substantially similar to such provisions of ERISA or the Code (collectively, "similar laws"), and entities whose underlying assets are considered to include "plan assets" of such employee benefit plans, accounts and other plans (each, a "plan").

        This summary is based on the provisions of ERISA and the Code (and the related regulations and administrative and judicial interpretations) as of the date of this prospectus. This summary does not purport to be complete, and future legislation, court decisions, administrative regulations, rulings or administrative pronouncements could significantly modify the requirements summarized below. Any of these changes may be retroactive and may thereby apply to transactions entered into prior to the date of their enactment or release.

General Fiduciary Matters

        ERISA and the Code impose certain duties on persons who are fiduciaries of an employee benefit plan subject to Title I of ERISA or the Code, and ERISA and the Code prohibit certain transactions. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of a plan or the management or disposition of the assets of a plan or who renders investment advice for a fee (direct or indirect) or other compensation to a plan is generally considered to be a fiduciary of the plan.

        In considering an investment in the new notes of a portion of the assets of a plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the plan, and the applicable provisions of ERISA, the Code and any similar law. In addition, a fiduciary of such a plan should determine if an investment in the new notes satisfies the fiduciary's duties, including, without limitation, the prudence, diversification and exclusive benefit provisions of ERISA and the Code.

Prohibited Transaction Issues

        Section 406 of ERISA and Section 4975 of the Code generally prohibit a plan subject to Title I of ERISA or Section 4975 of the Code from engaging in specified transactions involving plan assets with persons or entities who are "parties in interest" under ERISA or "disqualified persons" under the Code (which definitions are substantially similar), unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA or the Code. In addition, the fiduciary of the plan that engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code.

        The exchange of the outstanding notes and the acquisition, holding and disposition of the new notes by or on behalf of a plan may constitute or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code if TIFSA, Tyco, the trustee or the exchange agent is or becomes a party in interest or disqualified person with respect to a plan involved in the acquisition, holding and disposition of the new notes, unless an exemption is available. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions, or "PTCEs," that may apply to these transactions, depending on the facts and circumstances. (A PTCE applies for purposes of both ERISA and the Code.) These class exemptions include, without limitation, PTCE 84-14 regarding transactions effected by qualified professional asset managers, PTCE 90-1 regarding investments by insurance company pooled separate accounts, PTCE 91-38 regarding investments by bank collective investment

52

funds, PTCE 95-60 regarding investments by insurance company general accounts, and PTCE 96-23 regarding transactions effected by in-house asset managers as the foregoing exemptions have been amended from time to time, including by PTCE 2002-13. Each of these PTCEs contains conditions and limitations on its application. In addition to the PTCEs, certain statutory exemptions from the prohibited transaction rules also may be available in some circumstances. Fiduciaries of plans that consider acquiring new notes in reliance on any of these or any other PTCEs or statutory prohibited transaction exemptions should carefully review the relevant exemption to assure it is applicable and that its conditions are satisfied.

        Each holder of outstanding notes that acquires new notes and that is a plan or is using plan assets will be deemed to have represented and warranted that the exchange of the outstanding notes and the acquisition, holding and disposition of the new notes will not result in a non-exempt prohibited transaction under ERISA, the Code and any substantially similar applicable law.

The foregoing discussion is general in nature and is not intended to be all-inclusive. Fiduciaries or other persons considering exchanging outstanding notes and acquiring the new notes on behalf of or with plan assets should consult with their counsel, prior to any such transaction, regarding the potential applicability of ERISA, the Code and any substantially similar laws to such investment and the availability of an applicable exemption.

53

PLAN OF DISTRIBUTION

        Each broker-dealer that receives new notes for its own account in exchange for outstanding notes pursuant to the exchange offer must acknowledge that such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for outstanding notes. Under existing interpretations of the SEC contained in several no-action letters to third parties, the new notes will be freely transferable by holders thereof other than our affiliates after the exchange offer without further registration under the Securities Act; provided, however, that each holder that wishes to exchange its outstanding notes for new notes will be required to represent:

•

that any new notes to be received by such holder will be acquired in the ordinary course of its business;



•

that at the time of the consummation of the exchange offer such holder will have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the new notes in violation of the Securities Act;



•

that such holder is not an "affiliate" (as defined in Rule 405 promulgated under the Securities Act) of TIFSA or Tyco International Ltd.;



•

if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of new notes; and



•

if such holder is a broker-dealer (a "Participating Broker-Dealer"), such holder will receive new notes for its own account in exchange for outstanding notes that were acquired as a result of market making or other trading activities and that such holder will deliver a prospectus in connection with any resale of such new notes.

        We will agree to make available, during the period required by the Securities Act, a prospectus meeting the requirements of the Securities Act for use by Participating Broker-Dealers and other persons, if any, with similar prospectus delivery requirements for use in connection with any resale of new notes. If any holder is an affiliate of TIFSA or Tyco International or is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the new notes to be acquired pursuant to the exchange offer, such holder:

•

may not rely on the applicable interpretations of the staff of the SEC; and



•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such new notes.

        Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of new notes and any commission or concessions received by any such persons may be deemed

54

to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of 90 days after the expiration of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. We have agreed, pursuant to the exchange and registration rights agreement, to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and transfer taxes and will indemnify the holders of the outstanding notes and new notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

55

ENFORCEMENT OF CIVIL LIABILITIES

        TIFSA and Tyco have consented in the 1998 Indenture to jurisdiction in the U.S. federal and state courts in The City of New York and to service of process in The City of New York in any legal suit, action or proceeding brought to enforce any rights under or with respect to the 1998 Indenture, the New Notes and the guarantees. Any judgment against TIFSA or Tyco in respect of the 1998 Indenture, the New Notes or the guarantees, including for civil liabilities under the U.S. federal securities laws, obtained in any U.S. federal or state court may have to be enforced in the courts of Luxembourg or Bermuda. Investors should not assume that the courts of Luxembourg or Bermuda would enforce judgments of U.S. courts obtained against TIFSA or Tyco predicated upon the civil liability provisions of the U.S. federal securities laws or that such courts would enforce, in original actions, liabilities against TIFSA or Tyco predicated solely upon such laws.

Luxembourg

        TIFSA is incorporated under the laws of Luxembourg. Certain members of TIFSA's board of directors are non-residents of the United States and a substantial portion of TIFSA's assets and the assets of its directors are located outside the United States. As a result, you may not be able to effect a service of process within the United States on TIFSA or on such persons or to enforce in Luxembourg courts judgments obtained against TIFSA or such persons in U.S. courts, including actions predicated upon the civil liability provisions of the U.S. federal and state securities laws or other laws. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against TIFSA or such persons in courts in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. securities laws.

        TIFSA has been advised by Allen & Overy Luxembourg, its Luxembourg counsel, that the United States and the Grand-Duchy of Luxembourg are not currently bound by a treaty providing for reciprocal recognition and enforcement of judgments (other than arbitral awards) rendered in civil and commercial matters. According to such counsel, an enforceable judgment for the payment of monies rendered by any U.S. federal or state court based on civil liability, whether or not predicated solely upon the U.S. securities laws, would not directly be enforceable in Luxembourg. However, a party who received such favorable judgment in a U.S. court may initiate enforcement proceedings in Luxembourg (exequatur) by requesting enforcement of the U.S. judgment to the president of the District Court (Tribunal d'Arrondissement) pursuant to Section 678 of the New Luxembourg code of Civil Procedure. The president of the District Court will authorize the enforcement in Luxembourg of the U.S. judgment if it is satisfied that all of the following conditions are met:

•

the U.S. judgment is final and enforceable (executoire) in the United States;



•

the jurisdictional ground of the U.S. court is founded according to Luxembourg private international law rules and to the applicable domestic U.S. federal or state jurisdiction rules;



•

the U.S. court has applied to the dispute the substantive law which would have been applied by Luxembourg courts;



•

the U.S. court has acted in accordance with its own procedural laws;



•

the U.S. judgment must not have violated the right of the defendant to present a defense;



•

the principles of natural justice have been complied with; and



•

the U.S. judgment does not contravene Luxembourg international public policy. In practice, Luxembourg courts tend not to review the merits of a U.S. judgment.

56

Bermuda

        Tyco is an exempted company organized under the laws of Bermuda. Certain members of Tyco's board of directors are non-residents of the United States, and a substantial portion of Tyco's assets and the assets of its directors are located outside the United States. Additionally, a substantial majority of Tyco's directly held assets consist of shares in TIFSA. There is some doubt as to whether the courts of Bermuda would recognize or enforce judgments of the United States courts obtained against Tyco or its directors or officers based on the civil liabilities provisions of the federal or state securities laws of the United States or would hear actions against Tyco or those persons based on those laws. Tyco has been advised by its legal advisors in Bermuda that the United States and Bermuda do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. The courts of Bermuda would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the United States courts against Tyco under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that:

•

such courts had proper jurisdiction over the parties subject to such judgment and was competent to hear the action in accordance with private international law principles as applied in Bermuda;



•

such courts did not contravene the rules of natural justice of Bermuda;



•

such judgment was not obtained by fraud and is not based on an error in Bermuda law;



•

the enforcement of the judgment would not be contrary to the public policy of Bermuda;



•

no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of Bermuda; and



•

there is due compliance with the correct procedures under the laws of Bermuda.

        Some remedies available under the laws of U.S. jurisdictions, including some remedies available under the U.S. federal securities laws, may not be allowed in Bermuda courts as contrary to that jurisdiction's public policy. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court in the United States based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Bermuda. Similarly, those judgments may not be enforceable in countries other than the United States.

57

LEGAL MATTERS

        The validity of the notes under New York law will be passed upon for Tyco International Ltd. and TIFSA by Gibson, Dunn & Crutcher LLP, New York, New York, counsel to Tyco International Ltd. and TIFSA. Certain matters under the laws of Bermuda related to the notes will be passed upon by Appleby, Bermuda counsel to Tyco International Ltd. Certain matters under the laws of Luxembourg related to the notes will be passed upon by Allen & Overy Luxembourg, Luxembourg counsel to TIFSA.

EXPERTS

        The consolidated financial statements and the related financial statement schedule incorporated in this prospectus by reference from the Company's Annual Report on Form 10-K for the year ended September 28, 2007, and the effectiveness of the Company's internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference which reports:

        (1)   express an unqualified opinion on the financial statements and financial statement schedule and includes explanatory paragraphs referring to a) the Company changed the depreciation method and estimated useful life used to account for pooled subscriber system assets and related deferred revenue from the straight-line method with lives ranging from 10 to 14 years to an accelerated method with lives up to 15 years effective as of the beginning of the fiscal third quarter of 2007, b) the Company adopted the recognition and related disclosure provisions of Statement of Financial Accounting Standards No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R) effective September 28, 2007, c) the Company adopted Financial Accounting Standards Board Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations—an interpretation of FASB Statement No. 143 effective September 29, 2006, d) the Company changed the measurement date of its pension and post retirement plans from September 30 to August 31 in fiscal year 2005, and e) the Company adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, effective October 1, 2005) and,

        (2)   express an adverse opinion on the effectiveness of the Company's internal controls over financial reporting because of a material weakness.

        Such consolidated financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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ALL TENDERED OUTSTANDING NOTES, EXECUTED LETTERS OF TRANSMITTAL AND OTHER RELATED DOCUMENTS SHOULD BE DIRECTED TO THE EXCHANGE AGENT. QUESTIONS AND REQUESTS FOR ADDITIONAL COPIES OF THE PROSPECTUS, LETTER OF TRANSMITTAL AND OTHER RELATED DOCUMENTS SHOULD BE ADDRESSED TO THE EXCHANGE AGENT AS FOLLOWS:

By mail, hand delivery or overnight courier:

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1600

By facsimile transmission
(for eligible institutions only)

Fax: 302-636-4139
Attention: Corporate Client Services

Confirm by telephone:
Tel: 302-636-6181

ORIGINALS OF ALL DOCUMENTS SUBMITTED BY FACSIMILE SHOULD BE SENT PROMPTLY BY HAND, OVERNIGHT COURIER, OR REGISTERED OR CERTIFIED MAIL

59

PART II. Information Not Required in the Prospectus

Item 20.    Indemnification of Directors and Officers

        Under the bye-laws of Tyco International Ltd., Tyco International may indemnify directors or officers for any loss or liability attaching to them from negligence, default, breach of duty or breach of trust for which a director or officer may be liable, except that it may not indemnify for fraud or dishonesty, conscious, intentional or willful breaches of an obligation to act honestly or in good faith in our best interests or claims for recovery of any gain, personal profit or advantage to which the director or officer is not legally entitled. Bermuda law permits Tyco International to maintain insurance to compensate for any liability incurred by a director or officer in their official capacity or to indemnify for loss or liability related to negligence, default, breach of duty or breach of trust.

Item 21.    Exhibits and Financial Statement Schedules

        The following documents are filed as exhibits hereto:

Exhibit Number		Description
	2.1	Separation and Distribution Agreement by and among Tyco International Ltd., Covidien Ltd., and Tyco Electronics Ltd., dated June 29, 2007 (Incorporated by reference to Exhibit 2.1 to Tyco International Ltd.'s Current Report on Form 8-K filed on July 6, 2007).
	3.1	Memorandum of Association (as altered) (Incorporating all amendments to July 2, 1997) (Incorporated by reference to Exhibit 3.1 of Tyco International Ltd.'s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003 filed on May 15, 2003 to make this exhibit electronically available because it was last filed with the Commission in paper format).
	3.2	Certificate of Incorporation (Incorporating all amendments to July 2, 1997) (Incorporated by reference to Exhibit 3.2 to Tyco International Ltd.'s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003 filed on May 15, 2003 to make this exhibit electronically available because it was last filed with the Commission in paper format).
	3.3	Amended and Restated Bye-Laws of Tyco International Ltd. (Incorporating all amendments as of March 2007). (Incorporated by reference to Exhibit 3.1 to Tyco International Ltd.'s Current Report on Form 8-K filed on July 6, 2007).
	4.1	Form of Indenture, dated as of June 9, 1998, among Tyco International Group S.A., Tyco and Wilmington Trust Company as successor to The Bank of New York, as trustee (Incorporated by reference to Exhibit 4.1 to Post-effective Amendment No. 1 to Tyco's and Tyco International Group S.A.'s Co-Registration Statement on Form S-3 (No. 333-50855) filed on June 9, 1998).
	4.2	Supplemental Indenture 2008-1 by and among Tyco International Ltd., Tyco International Finance S.A. and Wilmington Trust Company, dated as of May 15, 2008 (Incorporated by reference to Exhibit 4.1 to Tyco International Ltd.'s Current Report on Form 8-K filed on June 5, 2008).
	4.3	Supplemental Indenture 2008-2 by and among Tyco International Ltd., Tyco International Finance S.A. and Wilmington Trust Company, dated as of May 15, 2008 (Incorporated by reference to Exhibit 4.3 to Tyco International Ltd.'s Current Report on Form 8-K filed on June 5, 2008).
	4.4	Supplemental Indenture 2008-3 by and among Tyco International Ltd., Tyco International Finance S.A. and Wilmington Trust Company, dated as of May 15, 2008 (Incorporated by reference to Exhibit 4.4 to Tyco International Ltd.'s Current Report on Form 8-K filed on June 5, 2008).

II-1

Exhibit Number		Description
	4.5	Exchange and Registration Rights Agreement by Tyco International Ltd. and Tyco International Finance S.A., dated as of May 15, 2008 (Incorporated by reference to Exhibit 4.5 to Tyco International Ltd.'s Current Report on Form 8-K filed on June 5, 2008).
	5.1	Opinion of Appleby
	5.2	Opinion of Allen & Overy Luxembourg
	5.3	Opinion of Gibson, Dunn & Crutcher LLP
	12.1	Computation of Ratio of Earnings to Fixed Charges
	21.1	Subsidiaries of Tyco International Ltd. (Incorporated by reference to Exhibit 21.1 to Tyco International Ltd.'s Annual Report on Form 10-K filed on November 27, 2007).
	23.1	Consent of Deloitte & Touche LLP
	23.2	Consent of Appleby (included in Exhibit 5.1)
	23.3	Consent of Allen & Overy Luxembourg (included in Exhibit 5.2)
	23.4	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.3)
	24.1	Power of Attorney with respect to Tyco International Ltd. signatories
	24.2	Power of Attorney with respect to Tyco International Finance S.A. signatories
	25.1	Form T-1 Statement of Eligibility of Wilmington Trust Company
	99.1	Form of Letter of Transmittal
	99.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99.3	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99.4	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9

Item 22.    Undertakings.

        The undersigned registrants hereby undertake:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

        (i)    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

        (ii)   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the registration statement; and

II-2

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)   That, for purposes of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of the registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (5)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

        (i)    Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; and

        (ii)   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant.

        (6)   To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents (including documents filed subsequent to the effective date of the registration statement through the date of responding to the request) by first class mail or other equally prompt means.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Princeton, New Jersey, on the 28^th day of August, 2008.

TYCO INTERNATIONAL LTD.
By:	/s/ CHRISTOPHER J. COUGHLIN Christopher J. Coughlin Executive Vice President and Chief Financial Officer (Principal Financial Officer)

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on August 28, 2008 in the capacities indicated below.

Signature	Title
/s/ EDWARD D. BREEN Edward D. Breen	Chief Executive Officer and Director (Principal Executive Officer)
/s/ CHRISTOPHER J. COUGHLIN Christopher J. Coughlin	Executive Vice President and Chief Financial Officer (Principal Financial Officer, Authorized Representative in the United States)
/s/ CAROL A. DAVIDSON Carol A. Davidson	Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
* Dennis C. Blair	Director
* Timothy M. Donahue	Director
* Brian Duperreault	Director
* Bruce S. Gordon	Director

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Signature	Title
* Rajiv L. Gupta	Director
* John A. Krol	Director
* Brendan R. O'Neill	Director
* William S. Stavropoulos	Director
* Sandra S. Wijnberg	Director
* Jerome B. York	Director

*

The undersigned does hereby sign this Registration Statement on behalf of the above-indicated director or officer of Tyco International Ltd. pursuant to a power of attorney executed by such director or officer.

/s/ JUDITH A. REINSDORF
Judith A. Reinsdorf,
Attorney-in-Fact

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg, on the 28^th day of August, 2008.

TYCO INTERNATIONAL FINANCE S.A.
By:	/s/ FRANK PETER SCHIESER Frank Peter Schieser Managing Director (Principal Executive Officer) (Principal Financial and Accounting Officer)

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on August 28, 2008 in the capacities indicated below.

Signature	Title
/s/ FRANK PETER SCHIESER Frank Peter Schieser	Managing Director (Principal Executive, Financial and Accounting Officer)
/s/ ENRICA MACCARINI Enrica Maccarini	Managing Director
* Madeleine Barber	Director
* Kevin MacKay	Director
* Arun Nayar	Director
/s/ JOHN S. JENKINS John S. Jenkins	Director and Authorized Representative in the United States

*

The undersigned does hereby sign this Registration Statement on behalf of the above-indicated director or officer of Tyco International Finance S.A. pursuant to a power of attorney executed by such director or officer.

/s/ JOHN S. JENKINS
John S. Jenkins,
Attorney-in-Fact Director

II-6

EX-5.1

Exhibit 5.1

	e-mail:
	adfagundo@applebyglobal.com
Tyco International Ltd.	direct dial:
2nd Floor	Tel 1 441 298 3549
90 Pitts Bay Road	Fax 1 441 298 3461
Pembroke HM 08
Bermuda	your ref:
	appleby ref:
	73287.244
Dear Sirs	27 August 2008

Tyco International Ltd. (the “Company”)

This opinion as to Bermuda law is addressed to you in connection with the Registration Statement pursuant to which the Company and Tyco International Finance S.A. will each offer to exchange US$421,961,000 in aggregate principal amount of their new 7.0% notes due 2019 (the “New 2019 Notes”) and US$707,404,000 in aggregate principal amount of their new 6 7/8% notes due 2021 (the “New 2021 Notes” and together with the New 2019 Notes, the “New Notes”), which New Notes will be guaranteed by the Company (the “New Guarantees”), for US$421,961,000 in aggregate principal amount of their outstanding 7.0% notes due 2019 (the “Existing 2019 Notes”) and US$707,404,000 in aggregate principal amount of their outstanding 6 7/8% notes due 2021 (the “Existing 2021 Notes” and together with the Existing 2019 Notes, the “Existing Notes”).

For the purposes of this opinion we have examined and relied upon the documents listed, and in some cases defined, in the Schedule to this opinion (the “Documents”) together with such other documentation as we have considered requisite to this opinion.  Unless otherwise defined herein, capitalised terms have the meanings assigned to them in the Registration Statement.

Assumptions

In stating our opinion we have assumed:

(a)the authenticity, accuracy and completeness of all Documents and other documentation examined by us submitted to us as originals and the conformity

to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed or photostatic copies;

(b)that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

(c)the genuineness of all signatures on the Documents;

(d)the authority, capacity and power of each of the persons signing the Documents (other than the Company);

(e)that any representation, warranty or statement of fact or law, other than as to the laws of Bermuda, made in any of the Documents is true, accurate and complete;

(f)that the Transaction Documents constitute the legal, valid and binding obligations of each of the parties thereto, other than the Company, under the laws of its jurisdiction of incorporation or its jurisdiction of formation;

(g)that the Transaction Documents have been validly authorised, executed and delivered by each of the parties thereto and the performance thereof is within the capacity and powers of each such party thereto, in each case other than the Company, and that each such party to which the Company purportedly delivered the Transaction Documents has actually received and accepted delivery of such Transaction Documents;

(h)that the Transaction Documents will effect, and will constitute legal, valid and binding obligations of each of the parties thereto, enforceable in accordance with their terms, under the laws of the State of New York by which they are expressed to be governed;

(i)that the Transaction Documents are in the proper legal form to be admissible in evidence and enforced in the courts of the State of New York and in accordance with the laws of the State of New York;

(j)that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by the execution or delivery of the Transaction Documents or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Transaction Documents is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;

(k)that the records which were the subject of the Company Search were complete and accurate at the date and time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the Company Search been materially altered;

(l)that the records which were the subject of the Litigation Search were complete and accurate at the date and time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the Litigation Search been materially altered;

(m)that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions adopted by all the Directors of the Company as unanimous written resolutions of the Board and that there is no matter affecting the authority of the Directors to effect entry by the Company into the New Supplemental Indentures, not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein;

(n)that the other parties to the Transaction Documents have no express or constructive knowledge of any circumstance whereby any Director of the Company, when the Board of Directors of the Company adopted the Resolutions, failed to discharge his fiduciary duty owed to the Company and to act honestly and in good faith with a view to the best interests of the Company;

(o)that the Company has entered into its obligations under the Transaction Documents in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the

transactions contemplated by the Transaction Documents would benefit the Company; and

(p)that each transaction to be entered into pursuant to the Transaction Documents is entered into in good faith and for full value and will not have the effect of preferring one creditor over another.

Opinion

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

(1)The Company is an exempted company incorporated with limited liability and existing under the laws of Bermuda.  The Company possesses the capacity to sue and be sued in its own name and is in good standing under the laws of Bermuda.

(2)The Company has taken all corporate action required to authorise the execution, delivery and performance of the New Notes and to issue and perform the New Guarantees.

(3)When issued in exchange for the Existing Notes pursuant to and in accordance with the terms of the Indenture, the Registration Rights Agreement and the Registration Statement, the New Notes will be validly issued, and will constitute the legal, valid and binding obligations of the Company.

(4)When issued pursuant to and in accordance with the terms of the Indenture, the Registration Rights Agreement and the Registration Statement, the New Guarantees will constitute the legal, valid and binding obligations of the Company.

(5)There are no Bermuda taxes, stamp or documentary taxes, duties or similar charges now due, or which could in the future become due, in connection with the execution, delivery or performance of the New Notes or the execution, delivery and performance of the New Guarantees.

Reservations

We have the following reservations:

(a)The term “enforceable” as used in this opinion means that there is a way of ensuring that each party performs an agreement or that there are remedies available for breach.

(b)The Company has received and assurance from the Ministry of Finance granting an exemption, until 28 March 2016, from the imposition of tax under any applicable Bermuda law computed on profits or income or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, provided that such exemption shall not prevent the application of such tax or duty to such persons as are ordinarily resident in Bermuda and shall not prevent the application of any tax payable in accordance with the provisions of the Land Tax Act 1967 or otherwise payable in relation to land in Bermuda leased to the Company.

(c)We express no opinion as to the availability of equitable remedies such as specific performance or injunctive relief, or as to any matters which are within the discretion of the courts of Bermuda in respect of any obligations of the Company as set out in the Transaction Documents.  In particular, we express no opinion as to the enforceability of any present or future waiver of any provision of law (whether substantive or procedural) or of any right or remedy which might otherwise be available presently or in the future under the Transaction Documents.

(d)Enforcement of the obligations of the Company under the Transaction Documents may be limited or affected by applicable laws from time to time in effect relating to bankruptcy, insolvency or liquidation or any other laws or other legal procedures affecting generally the enforcement of creditors’ rights.

(e)Enforcement of the obligations of the Company may be the subject of a statutory limitation of the time within which such proceedings may be brought.

(f)We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by

the laws of any jurisdiction except Bermuda.  This opinion is limited to Bermuda law as applied by the Courts of Bermuda at the date hereof.

(g)Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of, such other jurisdiction.

(h)We express no opinion as to the validity, binding effect or enforceability of any provision incorporated into any of the Transaction Documents by reference to a law other than that of Bermuda, or as to the availability in Bermuda of remedies which are available in other jurisdictions.

(i)Where a person is vested with a discretion or may determine a matter in his or its opinion, such discretion may have to be exercised reasonably or such an opinion may have to be based on reasonable grounds.

(j)A Bermuda court may refuse to give effect to any provisions of the Transaction Documents in respect of costs of unsuccessful litigation brought before the Bermuda court or where that court has itself made an order for costs.

(k)Searches of the Register of Companies at the office of the Registrar of Companies and of the Supreme Court Causes Book at the Registry of the Supreme Court are not conclusive and it should be noted that the Register of Companies and the Supreme Court Causes Book do not reveal:

(i)details of matters which have been lodged for filing or registration which as a matter of best practice of the Registrar of Companies or the Registry of the Supreme Court would have or should have been disclosed on the public file, the Causes Book or the Judgment Book, as the case may be, but for whatever reason have not actually been filed or registered or are not disclosed or which, notwithstanding filing or registration, at the date and time the search is concluded are for whatever reason not disclosed or do not appear on the public file, the Causes Book or Judgment Book;

(ii)details of matters which should have been lodged for filing or registration at the Registrar of Companies or the Registry of the Supreme Court but have not been lodged for filing or registration at the date and time the search is concluded;

(iii)whether an application to the Supreme Court for a winding-up petition or for the appointment of a receiver or manager has been prepared but not yet been presented or has been presented but does not appear in the Causes Book at the date and time the search is concluded;

(iv)whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or

(v)whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or other security, unless notice of the fact has been entered in the Register of Charges in accordance with the provisions of the Act.

Furthermore, in the absence of a statutorily defined system for the registration of charges created by companies incorporated outside Bermuda (“overseas companies”) over their assets located in Bermuda, it is not possible to determine definitively from searches of the Register of Charges maintained by the Registrar of Companies in respect of such overseas companies what charges have been registered over any of their assets located in Bermuda or whether any one charge has priority over any other charge over such assets.

(l)In order to issue this opinion we have carried out the Company Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date and time of such search.

(m)In order to issue this opinion we have carried out the Litigation Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date and time of such search.

(n)In paragraph (1) above, the term “good standing” means that the Company has received a Certificate of Compliance from the Registrar of Companies.

(o)With respect to opinions 2, 3 and 4 we have relied upon statements and representations made to us in the Certificate provided to us by an authorised officer of the Company for the purposes of this opinion.  We have made no independent verification of the matters referred to in the Certificate, and we qualify such opinions to the extent that the statements or representations made in the Certificate are not accurate in any respect.

Disclosure

This opinion is addressed to you in connection with the registration of the New Notes with the United States Securities and Exchange Commission.  Except as otherwise provided in this paragraph, this opinion is not to be made available to, nor relied upon by any other person or for any other purpose nor quoted or referred to in any public document nor filed with any governmental agency or person, without our prior written consent, except as may be required by law or regulatory authority.  We consent to the filing of this opinion as an exhibit to the Registration Statement.  We also consent to the reference to our Firm under the caption “Legal Matters” in the Registration Statement. For the purpose of the opinion to be addressed to you by the law firm of Gibson, Dunn & Crutcher LLP, this opinion may be relied upon by that law firm as if it were addressed to that firm.  Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change.

This opinion is governed by and is to be construed in accordance with Bermuda law.  It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda.

Yours faithfully

/s/ Appleby

Appleby

SCHEDULE

1.The entries and filings shown in respect of the Company on the file of the Company maintained in the Register of Companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search conducted on 27 August 2008 at 11:20 am (Bermuda time) (the “Company Search”).

2.The entries and filings shown in respect of the Company in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search conducted on 27 August 2008 at 11:45 am (Bermuda time) (the “Litigation Search”).

3.Certified copies of the Certificate of Incorporation, Memorandum of Association and Bye-Laws adopted 13 March 2008 for the Company (collectively referred to as the “Constitutional Documents”).

4.Certified copy of the unanimous written resolutions of the Directors effective April 3, 2008 (the “Resolutions”).

5.A certified copy of the “Foreign Exchange Letter”, dated 28 September 1984.

6.A certified copy of the “Tax Assurance”, dated 24 April 1987, issued by the Registrar of Companies for the Minister of Finance in relation to the Company.

7.A Certificate of Compliance, dated 27 August 2008 issued by the Registrar of Companies in respect of the Company.

8.A certified copy of the Register of Directors and Officers in respect of the Company as of 27 August 2008.

9.An Officers Certificate (the “Certificate”) dated 27 August 2008 and signed by John S. Jenkins, Vice President and Corporate Secretary of the Company.

10.The Direction dated 22 August 2008 issued by the Registrar of Companies on behalf of the Minister of Finance in relation to the exchange of the Existing Notes.

11.A PDF copy of the final form of confidential offering memorandum dated as of April 11, 2008 issued in relation to the Existing Notes as received by email on 19 August, 2008 at 12:34 pm (Bermuda time) from Eric Scarazzo at Gibson Dunn (the “Offering Memorandum”).

12.A PDF copy of the executed Indenture dated June 9, 1998 made by and among Tyco International Group S.A., as issuer, the Company, as guarantor and the Bank of New York as Trustee as received by email on 15 August, 2008 at 4:02 pm (Bermuda time) from Eric Scarazzo at Gibson Dunn (the “1998 Indenture”).

13.A PDF copy of the executed Supplemental Indenture 2008-1 dated as of May 15, 2008 made by and between Tyco International Group S.A., Tyco International Finance S.A., the Company and Wilmington Trust Company, as successor Trustee to Bank of New York, as received by email on 15 August, 2008 at 4:02 pm (Bermuda time) from Eric Scarazzo at Gibson Dunn (the “2008-1 Supplemental Indenture”).

14.A PDF copy of the executed Registration Rights Agreement dated June 3, 2008 entered into Tyco International Finance S.A. and the Company as received by email on 19 August, 2008 at 10:13 am (Bermuda time) from Eric Scarazzo at Gibson Dunn (the “Registration Right Agreement”).

15.A PDF copy of the executed Supplemental Indenture 2008-2 dated June 3, 2008 made by and among Tyco International Finance S.A., the Company and Wilmington Trust Company, as successor trustee relating to the issue in the aggregate amount of US$707,404,000 of 6 7/8% notes due 2021 as received by email on 19 August, 2008 at 9:37 am (Bermuda time) from Eric Scarazzo at Gibson Dunn (the “2021 Indenture”).

16.A PDF copy of the executed Supplemental Indenture 2008-3 dated June 3, 2008 made by and between Tyco International Finance S.A., the Company and Wilmington Trust Company, as successor trustee relating to the issue in the aggregate amount of US$421,961,000 of 7.0% notes due 2019 as received by email on 19 August, 2008 at 9:37 am (Bermuda time) from Eric Scarazzo at Gibson Dunn (the “2019 Indenture” and together with the 2021 Indenture, the

“New Supplemental Indentures” and together with the 1998 Indenture and the 2008-1 Supplemental Indenture, the “Indenture” ).

17.A copy of the Registration Statement of Form S-4 in relation to the issue by the Company and Tyco International Finance S.A. of the New Notes (the “Registration Statement”).

(The documents referred to in items 13-17 inclusive, are collectively referred to as the “Transaction Documents”.)

EX-5.2

Exhibit 5.2

To:Tyco International Finance S.A. 29 avenue de la Porte Neuve L-2227  Luxembourg	Allen & Overy Luxembourg Avocats à la Cour 33, avenue J.F. Kennedy PO Box 5017  L-1855  Luxembourg
	Tel	+352 4444 55 1
	Fax	+352 4444 55 446
Our ref            86990-00010 LU:2136013.2
Luxembourg, 27 August 2008

Tyco International Finance S.A. (incorporated with limited liability under the laws of the Grand Duchy of Luxembourg)

Dear Sirs,

We have acted as special legal advisers in the Grand Duchy of Luxembourg (Luxembourg) to Tyco International Finance S.A., a Luxembourg public limited liability company (société anonyme) having its registered office at 29 avenue de la Porte Neuve L-2227 Luxembourg and registered with the Luxembourg Trade and Companies Register under the number B 123.550 (the Company).

This legal opinion is issued in connection with the Company’s filing with the Securities and Exchange Commission of a Registration Statement on Form S-4, including a prospectus (the Registration Statement) with respect to the registration of an offer to exchange (the Exchange Offer) (i) USD 421,961,000 aggregate principal amount of new 7.0% notes due 2019 (the 2019 Notes) for all outstanding USD 421,961,000 aggregate principal amount 7.0% notes due 2019 (the Old 2019 Notes), (ii) USD 707,404,000 aggregate principal amount of new 6.875% senior notes due 2021 (the 2021 Notes together with the 2019 Notes the Notes) for all outstanding USD 707,404,000 aggregate principal amount 6.875% notes due 2021 (the Old 2021 Notes together with the Old 2019 Notes, the Old Notes), fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Tyco International Ltd. (TIL).

I.DOCUMENTS

We have examined, to the exclusion of any other document, the following documents:

(a)a copy received by e-mail of the indenture dated as of 9 June 1998 (the Base Indenture) between Tyco International Group S.A. (TIGSA), as issuer, TIL, as guarantor and the Bank of New York, as trustee;

(b)a copy received by e-mail of the supplemental indenture 2008-1 dated as of 15 May 2008 (the Supplemental Indenture 1) between, TIGSA (in liquidation), the Company, as issuer, TIL, as guarantor and Wilmington Trust Company, as trustee;

(c)a copy received by e-mail of the supplemental indenture 2008-2 dated as of 3 June 2008 (the Supplemental Indenture 2) between the Company, as issuer, TIL, as guarantor and Wilmington Trust Company, as trustee;

Allen & Overy Luxembourg is an affiliated office of Allen & Overy LLP. Allen & Overy LLP or an affiliated undertaking has an office in each of: Amsterdam, Antwerp, Bangkok, Beijing, Bratislava, Brussels, Budapest, Dubai, Düsseldorf, Frankfurt, Hamburg, Hong Kong, London, Luxembourg, Madrid, Mannheim, Milan, Moscow, New York, Paris, Prague, Riyadh (associated office), Rome, Shanghai, Singapore, Tokyo, Warsaw.

(d)a copy received by e-mail of the supplemental indenture 2008-3 dated as of 3 June 2008 (the Supplemental Indenture 3 together with the Base Indenture, the Supplemental Indenture 2 and the Supplemental Indenture 1, the Indentures) between the Company, as issuer, TIL, as guarantor and Wilmington Trust Company, as trustee;

(e)a copy received by e-mail of the Registration Statement dated 27 August 2008;

(f)a copy received by e-mail of the written resolutions of the board of directors of the Company dated 7 April 2008 whereby the board of directors approves inter alia the preparation of any registration statement and the execution and delivery and performance of the Indentures in connection with the Settlement Exchange Offer (as defined in the Resolutions) (the Resolutions);

(g)a copy received by e-mail of a power of attorney granted by Mr. Arun Nayar according to which Ms. Enrica Maccarini, managing director of the Company, is authorized to, inter alia, execute on his behalf the Indentures in connection with the Settlement Exchange Offer (as defined in the Resolutions) (the Power of Attorney);

(h)a copy of the consolidated articles of association of the Company as of 31 May 2008 (the Articles);

(i)a copy of the minutes of the extraordinary general meeting of the shareholders of the Company held before a notary public on 11 August 2008 according to which the date of the financial year of the Company has been changed (the EGM);

(j)a copy received by e-mail of a power of attorney granted by all the directors of the Company according to which each of Mr. John S. Jenkins and Mr. Arun Nayar, being both directors of the Company, is authorized to inter alia execute the Registration Statement (the power of attorney mentioned in this item I. (j) together with the Power of Attorney, the Powers of Attorney);

(k)a copy of an excerpt of the Luxembourg Trade and Companies Register pertaining to the Company dated 26 August 2008 (the Excerpt);

(l)a copy of the certificate issued by the 2nd section of the district court of Luxembourg, entrusted with commercial matters (greffe de la 2ème chambre du Tribunal d’Arrondissement de et à Luxembourg, chargé des affaires commerciales) on 27 August 2008, stating that there are no records or files at the Court regarding a (i) bankruptcy adjudication against the Company, (ii) filing for moratorium or reprieve from payment (sursis de paiement), (iii) controlled management (gestion contrôlée) or (iv) general settlement or composition with creditors (concordat préventif de faillite) (the Certificate); and

In addition, on 27 August 2008, at 7:15 pm CET, we checked on the internet site of the Luxembourg Trade and Company Register and did not detect (i) actions for a voluntary or compulsory liquidation of the Company and/or (ii) steps to appoint a liquidator or a similar officer over or to wind up the Company at that date and time on record on the internet site of the Luxembourg Trade and Companies register (the Search).

Terms defined in the Registration Statement and used herein, but not otherwise defined herein, have the meanings ascribed thereto in the Registration Statement. The Registration Statement and the Indentures will hereinafter be referred to as the Opinion Documents.

We have relied, as to matters of fact, upon the representations made in the Opinion Documents.

II.ASSUMPTIONS

For the purposes of this opinion, we have assumed with your consent, and we have not verified independently, the following:

(i)that where documents have been examined by us in draft or specimen form, such documents will be or have been executed in the form of that draft or specimen and by such persons as specified in the Resolutions;

2

(ii)	the genuineness of all signatures, stamps and seals, the conformity to the originals of all the documents submitted to us as certified, photostatic, faxed or e-mailed copies or specimens and the authenticity of the originals of such documents;
(iii)	that the Indentures have been executed by such person as specified in the Resolutions and the Power of Attorney and the Registration Statement has been executed by all the directors of the Company directly or as a result of the power of attorney set out in item I. (j);
(iv)	that the Notes will be executed by such persons as specified in the Resolutions or the Power of Attorney;
(v)	the due and valid authorization, execution and delivery of the Opinion Documents and the Notes by all the parties thereto (other than the Company), as well as the power, authority, capacity and legal right of all the parties thereto (other than the Company) to enter into, execute, deliver and perform their respective obligations thereunder, and compliance with all applicable laws and regulations, other than Luxembourg law;
(vi)	that all authorizations, approvals and consents of any country other than Luxembourg which may be required in connection with the execution, delivery and performance of each Opinion Document and the Notes (and any other documents required in respect of the offering of the Notes) have been or will be obtained and that all internal corporate or other authorization procedures by each party (other than the Company) for the execution by it of the Opinion Documents and the Notes (or any document in connection therewith) to which it is expressed to be a party, have been duly fulfilled;
(vii)	that all factual matters and statements relied upon or assumed herein are true and were true and complete on the date of execution of the Opinion Documents (and any document in connection therewith);
(viii)	that all the parties to the Opinion Documents (other than the Company) are companies duly organized, incorporated and validly existing in accordance with the laws of the jurisdictions of their respective incorporation and/or their place of effective management, having a corporate existence, that in respect of all the parties to the Opinion Documents, no steps have been taken pursuant to any insolvency proceedings to appoint an administrator, receiver or liquidator over the respective parties or their assets and that no voluntary winding-up of such parties has been recorded at the date hereof;
(ix)	that the place of the central administration (siège de l’administration centrale) and the centre of main interests (as such term is defined in the Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings, as amended) of the Company are located at its registered office (siège statutaire) in Luxembourg and that the Company complies with, and adheres to, the provisions of the Luxembourg act dated 31 May 1999 concerning the domiciliation of companies as amended;
(x)	that the entry by the Company into the Opinion Documents and the issuance of the Notes by the Company will materially benefit the Company and are in its best interest, and for its corporate benefit;
(xi)	that the Notes will not be offered to the public in Luxembourg;
(xii)	that the Opinion Documents constitute the legal, valid, binding and enforceable obligations of each of the parties thereto (other than the Company) under the laws of the jurisdiction of its incorporation or of its principal office or of its principal place of establishment;
(xiii)	that the Opinion Documents are and the Notes will be effective, and will constitute legal, valid and binding obligations of each of the parties thereto (other than the Company), enforceable in accordance with their terms, under the laws of the State of New York by which they are expressed to be governed;

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(xiv)	that, in so far as any obligation under, or action to be taken under any of the Opinion Documents and Notes is required to be performed or taken in any jurisdiction outside Luxembourg, such action has been or will be taken and the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;
(xv)	that there are no provisions of the laws of any jurisdiction outside Luxembourg which would adversely affect, or otherwise have any negative impact on, the opinions expressed in this legal opinion;
(xvi)	that the Resolutions are in full force and effect, have not been amended or rescinded since the date referred to in paragraph I. (f) above, either in whole or in part, and accurately record the resolutions passed by the board of directors of the Company and that the Resolutions will materially benefit the Company and have been taken in the best interest, and for the corporate benefit of the Company;
(xvii)	that the Articles have not been amended by any deeds other than by the EGM;
(xviii)	that all payments and transfers made by, on behalf of, in favour of, or for the account of, the Company under the Opinions Documents, the Old Notes and the Notes, are made on an arm’s length basis;
(xix)	that the Company is not, is not deemed to be, and, as a result of the issuance of the Notes, will not be, over-indebted in light of the current practice of the Luxembourg tax administration;
(xx)	that none of the holders of the Old Notes and none of the holders of the Notes has / will have any relation with the Company other than that of an independent third party acting in the normal course of its business and/or maintains / will maintain any particular economic relation with the Company, other than that contemplated by the Old Notes and by the Notes;
(xxi)	that none of the Old Notes and none of the Notes carries / will carry interest, or any other payment, contingent on the profits of, or on the distribution of profits by, the Company; and
(xxii)	that none of the Old Notes and none of the Notes is / will be exchangeable for, convertible into, or linked to shares or other equity instruments issued or to be issued by the Company.
III.	OPINION

Based upon, and subject to, the assumptions made above and the qualifications set out below and subject to any matters not disclosed to us, we are of the opinion that, under the laws of Luxembourg in effect, and as construed and applied by the Luxembourg courts, on the date hereof:

(1)	The Company is a public limited liability company (société anonyme) validly organized and existing under the laws of Luxembourg for an unlimited duration;
(2)	The Company has the corporate power and authority under the laws of Luxembourg to enter into, execute and deliver the Opinion Documents and to issue the Notes;
(3)	The Opinion Documents have been duly authorized, executed and delivered by the Company;
(4)	The Notes have been duly authorized and all the necessary authorizations and approvals of government authorities in Luxembourg (if any) have been duly obtained for the issuance by the Company of the Notes;

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(5)The Notes, when duly executed by such persons as specified in the Resolutions or the Power of Attorney and delivered by or on behalf of the Company in the form contemplated by the Indentures and, upon the terms set forth in the Exchange Offer and the Notes, will be legally issued and fully paid and subject to their validity, legality and enforceability under New York law by which they are expressed to be governed, and subject to customary qualifications of Luxembourg law, constitute valid and binding obligations of the Company enforceable against it in accordance with their terms;

(6)Subject to qualification IV. (c) below, no authorisations, approvals, consents, licenses, exemptions, filings, registrations, notarisations and other requirements of governmental, judicial and public bodies and authorities of or in Luxembourg are required in connection with the entry into, performance, validity and enforceability of the Opinion Documents and in connection with the Company’s issuance of the Notes;

(7)All amounts payable under or with respect to the Notes and the Opinion Documents may be made free and clear of and without withholding or deduction for or on account of withholding tax in Luxembourg; and

(8)There are no stamp, registration, documentary, or similar taxes, duties or charges under the laws of Luxembourg payable in connection with the issue and the offering of the Notes, or the payments to be made by the Company under the Notes or the execution, delivery, performance, and enforcement by the relevant parties of the Opinion Documents.

IV.QUALIFICATIONS

The foregoing opinion is subject to the following qualifications.

(a)The validity, legality, performance and enforceability of each Opinion Document and the Notes are subject to, and may be affected or limited by, the provisions of any applicable bankruptcy, insolvency, liquidation, moratorium or reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), general settlement or composition with creditors (concordat préventif de faillite), fraudulent conveyance (actio pauliana), reorganization or similar Luxembourg or foreign laws affecting the rights of creditors generally.

(b)The opinion expressed in paragraph III. (1) above is qualified as follows:

·that the Search and, generally, a search at the Luxembourg Trade and Companies Register, including its internet site, and/or at the clerk’s office of the Luxembourg district court (sitting in commercial matters) is not necessarily capable of conclusively revealing whether or not a winding-up petition or a petition or filing for bankruptcy, moratorium or reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), general settlement or composition with creditors (concordat préventif de faillite) order or similar action has been presented or made; and

·that the corporate documents (including, but not limited to, the notice of a winding-up order or resolution, notice of the appointment of a receiver or similar officer) may not be held at the Luxembourg Trade and Companies Register, including its internet site, and/or at the clerk’s office of the Luxembourg district court (sitting in commercial matters) immediately and there may be a delay in the relevant notice appearing on the files regarding the relevant party. Further, documents filed with the Luxembourg Trade and Companies Register, may have been mislaid or lost. In accordance with Luxembourg company law, changes or amendments to corporate documents to be filed at the Luxembourg Trade and Companies Register will be effective (opposable) vis-à-vis third parties only as of the day of their publication in the Mémorial, Recueil des Sociétés et Associations unless the company proves that the relevant third parties had prior knowledge thereof.

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(c)With reference to the opinions expressed in paragraphs III. (6) and III. (8), it should be noted that the registration of any Opinion Document in Luxembourg and any documents mentioned therein or connected therewith may become necessary, if and when they are referred to or used in a Luxembourg public deed and Luxembourg courts or an official Luxembourg authority may require the prior registration of such Opinion Document (or any document in connection therewith) in Luxembourg, if they were to be produced in a Luxembourg court action or exhibited before an official Luxembourg authority. If the registration of any Opinion Document (or any document in connection therewith) with the Administration de l’Enregistrement et des Domaines in Luxembourg is required either a nominal registration duty or an ad valorem duty will be payable, depending on the nature of the document subject to registration (e.g., an ad valorem duty of 0.24 (zero point twenty-four) per cent. will be payable on the amount of the payment obligation mentioned in the Opinion Document, so registered). If registration is so required, the Luxembourg courts or the official authority may require that such Opinion Document (or any documents in connection therewith) and/or any judgement (or any documents in connection therewith) obtained in the courts other than the courts of Luxembourg must be translated into French or German.

In our experience it is unlikely that registration of the Opinion Documents will be required by Luxembourg courts or official authorities. However, if such registration were required, it cannot be entirely excluded that an ad valorem duty of 0.24 (zero point twenty-four) per cent. of the payment obligation expressed under such Opinion Document will be due.

(d)Payments made, as well as other transactions (listed in the pertinent section of the Luxembourg commercial code) concluded or performed, during the so-called suspect period (période suspecte) which is fixed by the Luxembourg court and dates back not more than 6 months as from the date on which the Luxembourg court formally adjudicates a person bankrupt, and, as for specific payments and transactions, during an additional period of ten days before the commencement of such period, are subject to cancellation by the Luxembourg court upon proceedings instituted by the Luxembourg insolvency receiver (curateur).

In particular,

(i)article 445 of the Luxembourg commercial code sets out that specific transactions entered into during the suspect period and an additional period of ten days preceding the suspect period fixed by the court (e.g., the granting of a security interest for antecedent debts; the payment of debts which have not fallen due, whether payment is made in cash or by way of assignment, sale, set-off or by any other means; the payment of debts which have fallen due by any other means than in cash or by bill of exchange; the sale of assets without consideration or for materially inadequate consideration) must be set aside or declared null and void, as the case may be, if so requested by the insolvency receiver;

(ii)article 446 of the Luxembourg commercial code states that payments made for matured debts as well as other transactions concluded for consideration during the suspect period are subject to cancellation by the court upon proceedings instituted by the insolvency receiver if they were concluded with the knowledge of the bankrupt’s cessation of payments; and

(iii)regardless of the suspect period, article 448 of the Luxembourg commercial code and article 1167 of the Luxembourg civil code (actio pauliana) give the creditor the right to challenge any fraudulent payments and transactions made prior to the bankruptcy, without limitation of time.

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(e)Except as stated in the opinions expressed in paragraphs III. (7) and III. (8), we express no tax opinion whatsoever in respect of the Company or the tax consequences of the transactions contemplated by the Opinion Documents (or any document in connection therewith) or by the issuance of Notes and we express no opinion on matters of fact or on matters other than those expressly set forth in this legal opinion, and no opinion is, or may be, implied or inferred herefrom.

No opinion is given as to whether the performance of any Opinion Document or the issue of the Notes would cause any borrowing limits, debt/equity or other ratios possibly agreed with the tax authorities to be exceeded nor as to the consequences thereof and we do not opine on any aspects in relation to foreign exchange gains or losses.

We do not express or imply any opinion in respect of a withholding tax that may become due or payable pursuant to (i) the Luxembourg laws of 21 June 2005 implementing the Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments and ratifying the treaties entered into by Luxembourg and certain dependent and associated territories of EU Member States, or (ii) the Luxembourg law of 23 December 2005, as amended by the law of 17 July 2008, introducing a withholding tax of 10% on payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the benefit of an individual beneficial owner who is a resident of Luxembourg.

(f)The Luxembourg courts would enforce a final and conclusive judgment rendered by a court of the State of New York in any suit, action or proceedings with respect to any Opinion Document and there would be no formal retrial or re-examination of the matters adjudicated; provided, however, that such judgment would have to comply with the conditions posed by article 678 of the Luxembourg nouveau code de procédure civile (i.e., the exequatur procedure) as currently interpreted by the Luxembourg courts and doctrine, which are as follows:

(i)the foreign judgment must be enforceable in the country of origin,

(ii)the court of origin must have had jurisdiction both according to its own laws and to the Luxembourg conflict of jurisdictions rules,

(iii)the foreign procedure must have been in compliance with the laws of the country of origin,

(iv)the foreign judgment must not violate the rights of the defendant to present a defense,

(v)the foreign court must have applied the law which is designated by the Luxembourg conflict of laws rules (those conflict of law rules include application of the chosen foreign law under appropriate circumstances), or, at least, the judgment must not contravene the principles underlying these rules,

(vi)the rationale underlying the findings of the foreign judgment as well as the judgment as such must not contravene Luxembourg international Public Order, and

(vii)the foreign judgment must not have been rendered as a consequence of an evasion of mandatory provisions of Luxembourg law (fraude à la loi).

(g)Claims may become barred under statutory limitation period rules and may be subject to defences of set-off or counter-claims. No opinion is expressed or, in general, as to whether rights of set-off are effective in a Luxembourg insolvency situation.

(h)No opinion is expressed as to the validity and enforceability of provisions whereby interest on overdue amounts or other payment obligations shall continue to accrue or subsist after judgement.

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(i)	Under the laws of Luxembourg, a contractual provision allowing the service of process, against the Company, to a service agent could be overridden by Luxembourg statutory provisions allowing the valid service of process against the Company in accordance with applicable laws at its domicile. If the designation of a service agent constituted (or were deemed to constitute) a power of attorney or mandate (mandat), whether or not irrevocable, it will terminate by force of law, and without notice, upon the occurrence of insolvency events affecting the Company.
(j)	Any indemnity provision entitling one party to recover its legal and other enforcement costs and expenses from another party may be limited in terms of items or amounts as a Luxembourg court (if competent) deems appropriate.
(k)	We express no opinion in respect of the effectiveness of clauses which provide that amendments to an agreement can only be made, and waivers can only be granted, in writing.
(l)	We express no opinion on the validity or enforceability of waivers granted for future rights.
(m)	We express no opinion as regards the effectiveness or ineffectiveness, or the consequences of such ineffectiveness, of a purported revocation by the Company of a power of attorney or agency expressed to be irrevocable.
(n)	A Luxembourg court might not give effect to a clause purporting to determine the date on which notice is deemed to have been made.
(o)	The discretion of a party would have to be exercised in good faith.
(p)	Any certificate which would by contract be deemed to be conclusive may not be upheld by the Luxembourg courts.
(q)	Certain obligations may not be the subject of specific performance pursuant to court orders, but may result only in damages. Accordingly, Luxembourg courts may issue an award of damages where specific performance is deemed impracticable or an award of damages is determined adequate.
(r)	Where any obligations are to be performed or observed or are based upon a matter arising in a jurisdiction outside Luxembourg, they may not be enforceable under Luxembourg law if and to the extent that such performance or observance would be unlawful, unenforceable, or contrary to public policy under the laws of such jurisdiction.
(s)	Notwithstanding the foreign jurisdiction clause, Luxembourg courts would have in principle jurisdiction for any conservatory or provisional action in connection with assets or persons located in Luxembourg and such action would most likely be governed by Luxembourg law.
(t)	Interest may not accrue on interest that is due on capital, unless such interest has been due for at least one year (article 1154 of the Luxembourg Civil Code). The right to compound interest is limited to cases where (x) the interest has been due for at least one year and (y) the parties have specifically provided in an agreement (to be made after that interest has become due for at least one year) that such interest may be compounded (or absent such agreement, the creditor may file an appropriate request with the relevant court). The provisions of article 1154 of the Luxembourg Civil Code are generally considered to be a point of public policy under Luxembourg law. It is possible, although it is highly unlikely, that a Luxembourg court would consider them to be a point of international public policy that would set aside the relevant foreign governing law.

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(u)As used in this opinion, the term enforceable means that each obligation or document is of a type enforced by the Luxembourg courts. It is not certain, however, that each obligation or document will be enforced in accordance with its terms in every circumstance, enforcement being subject to, inter alia, the nature of the remedies available in the Luxembourg courts, the acceptance by such court of jurisdiction, the discretion of the courts (within the limits of Luxembourg law), the power of such courts to stay proceedings, the provisions of Luxembourg civil procedure rules regarding remedies and enforcement measures available under Luxembourg law. Enforcement may further be limited by general principles of equity and good faith.

This legal opinion is as of this date, and we undertake no obligation to update it or advise of changes hereafter occurring. We express no opinion as to any matters other than those expressly set forth herein, and no opinion is, or may be, implied or inferred herefrom. We express no opinion as to matters of fact.

This legal opinion is given on the express basis, accepted by each person who is entitled to rely on it, that this legal opinion and all rights, obligations or liability in relation to it are governed by, and shall be construed in accordance with, Luxembourg law and that any action or claim in relation to it can be brought exclusively before the courts of Luxembourg. Luxembourg legal concepts are expressed in English terms and not in their original French or German terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions.

It should be noted that there are always irreconcilable differences between languages making it impossible to guarantee a totally accurate translation or interpretation. In particular, there are always some legal concepts which exist in one jurisdiction and not in another, and in those cases it is bound to be difficult to provide a completely satisfactory translation or interpretation because the vocabulary is missing from the language. We accept no responsibility for omissions or inaccuracies to the extent that any are attributable to such factors.

This legal opinion is addressed to you personally in connection with the offering of the Notes and may not be relied upon by you for any other purpose. For the purpose of the opinion to be addressed to you by the law firm Gibson, Dunn & Crutcher LLP, this opinion may be relied upon by them as if it were addressed to them. You may not give copies of this legal opinion to others, or enable or allow any person or persons to make public, quote, circulate, rely upon, refer to or otherwise use part or all of this legal opinion, without our prior written permission except that you may give copies to your legal advisers for the purposes of information only and on the strict understanding that we assume no responsibility whatsoever to them as a result or otherwise.  Notwithstanding the foregoing, we consent to the filing of this opinion as an exhibit to the Registration Statement and inclusion of this opinion as exhibit 5.2 to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the prospectus and prospectus supplement included as part of the Registration Statement.

Yours faithfully,

/s/ Allen & Overy Luxembourg

Marc Feider

Avocat à la Cour

Partner

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EX-5.3

Exhibit 5.3

August 27, 2008

212-351-4000 C 92220-00213

212-351-4035

Tyco International Ltd.

Second Floor, 90 Pitts Bay Road

Pembroke HM 08, Bermuda

Tyco International Finance S.A.

29 avenue de la Porte Neuve

L-2227 Luxembourg

Re:	Tyco International Ltd.
	Tyco International Finance S.A.
	Registration Statement on Form S-4

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-4 (the “Registration Statement”), of Tyco International Finance S.A., a Luxembourg company (the “Company”), and Tyco International Ltd., a Bermuda company (the “Guarantor”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with an offer to exchange (the “Exchange Offer”) up to $421,961,000 principal amount of the Company’s 7.0% Notes due 2019 and $707,404,000 principal amount of the Company’s 6.875% Senior Notes due 2021 (the “New Securities”) for a like principal amount of the Company’s outstanding notes of the same maturity and interest rate (the “Old Securities”).  The New Securities will be fully and unconditionally guaranteed (the “Guarantee”) by Guarantor.

The Exchange Offer is being made pursuant to the Exchange and Registration Rights Agreement, dated as of June 3, 2008 (the “Registration Rights Agreement”), by the Company and the Guarantor.  The Registration Rights Agreement was executed in connection with the private placement of the Old Securities.

The Old Securities were issued and the New Securities will be issued pursuant to the Indenture dated as of June 9, 1998, as supplemented by the supplemental Indenture 2008-1 thereto dated May 7, 2008 and the supplemental indentures 2008-2 and 2008-3 thereto, each

dated June 3, 2008 (together, the “Indenture”), among the Company, the Guarantor and Wilmington Trust Company, as successor trustee (the “Trustee”).  The New Securities and the Indenture are each governed by the internal laws of the State of New York.

We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and the Guarantor and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below.  In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

We are not admitted or qualified to practice law in Luxembourg or Bermuda.  Therefore, we have relied upon the opinion of Allen & Overy Luxembourg, filed as Exhibit 5.2 to the Registration Statement with respect to matters governed by the laws of Luxembourg, and the opinion of Appleby, filed as Exhibit 5.1 to the Registration Statement, with respect to the matters governed by the laws of Bermuda.

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that:

(1)The New Securities, when executed and delivered on behalf of the Company in the form contemplated by the Indenture and upon the terms set forth in the Exchange Offer and authenticated by the Trustee, will be legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms; and

(2)The Guarantees, when executed and delivered on behalf of the Guarantor in the form contemplated by the Indenture and upon the terms set forth in the Exchange Offer and when the New Securities have been executed and delivered on behalf of the Company in the form contemplated by the Indenture and authenticated by the Trustee, will be legal, valid and binding obligations of the Guarantor enforceable against the Guarantor in accordance with their terms.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and the United States of America.  This opinion is limited to the effect of the current state of the laws of the State of New York and the United States of America and the facts as they currently exist.  We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

The foregoing opinions are subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally (including the effect of statutory or other laws regarding fraudulent transfers or preferential transfers) and (ii) general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether enforceability is considered in a proceeding in equity or at law.

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We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof.  In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

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EX-12.1

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Exhibit 12.1

Tyco International Ltd.
Computation of Ratio of Earnings to Fixed Charges(1)(2)
(dollars in millions)

	For The Nine Months Ended					Fiscal
	June 27, 2008		June 29, 2007			2007			2006		2005		2004		2003
Earnings:
Income (loss) from continuing operations before incomes taxes, minority interest and cumulative effect of accounting changes	$	1,083	$	(2,540	)	$	(2,181	)	$	1,134	$	612	$	430	$	(434	)
Add: Fixed charges		423		310			464			424		472		530		612
Less: Capitalized Interest		1		2			3			1		1		—		—
	$	1,505	$	(2,232	)	$	(1,720	)	$	1,557	$	1,083	$	960	$	178
Fixed Charges:
Interest expense before capitalized interest	$	324	$	210		$	316		$	280	$	323	$	377	$	458
Rentals		99		100			148			144		149		153		154
	$	423	$	310		$	464		$	424	$	472	$	530	$	612
Ratio of Earnings to Fixed Charges		3.56		—	(3)		—	(4)		3.67		2.29		1.81		—	(5)

(1)

The ratio of earnings to fixed charges is computed by dividing the sum of earnings before income taxes, minority interest and cumulative effect of accounting changes and fixed charges by fixed charges. Fixed charges represent interest expense (before interest is capitalized), amortization of debt premiums and discounts, capitalized expenses related to indebtedness and an appropriate interest factor on operating leases. Fixed charges represent amounts relating to continuing operations.

(2)

In accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", certain businesses divested during fiscal year 2008 have been classified as discontinued operations in the Company's interim consolidated financial statements for the three and nine months ended June 27, 2008. The effects of reclassifying such businesses as discontinued operations individually or in the aggregate are not material to previously issued annual and interim financial statements. As a result, the financial statements included in the previously issued Annual Report on Form 10-K for the fiscal year ended September 28, 2007 and interim Quarterly Reports on Form 10-Q for the quarters ended December 28, 2007 and March 28, 2008, which have been incorporated by reference in this registration statement have not been recasted to reflect such businesses as discontinued operations. Upon filing of the annual financial statements on Form 10-K for the fiscal year ended September 26, 2008, the Company intends to recast the financial statements for fiscal years ended September 28, 2007 and September 29, 2006 to reflect such businesses as discontinued operations. Additionally, the Company intends to recast the selected financial data for the fiscal years ended September 30, 2005 and 2004. The effect of reflecting such businesses as discontinued operations will increase our loss from continuing operations by $9 million to $2,528 million for the fiscal year ended September 28, 2007. Our income from continuing operations will decrease by $8 million, $10 million and $12 million to $815 million, $571 million and $333 million for the fiscal years ended September 29, 2006 and September 30, 2005 and 2004, respectively. Our net revenues will decrease by $308 million, $272 million, $281 million and $259 million to $18,473 million, $17,064 million, $16,384 million and $15,770 million for the fiscal years ended September 28, 2007,

September 29, 2006 and September 30, 2005 and 2004, respectively. The recasting of the financial statements will not have an effect on previously reported net income or loss, total assets and liabilities, shareholders' equity or cash flows from operating, investing and financing activities for the fiscal years ended September 28, 2007, September 29, 2006 and September 30, 2005 and 2004. Additionally, the ratio of earnings to fixed charges disclosed in this Form S-4 for the five fiscal years included in the period ending September 28, 2007 include the results of the divested businesses in earnings from continuing operations before income taxes, minority interest and cumulative effect of accounting changes as the impact was not material to any of the periods presented.

(3)

In the nine months ended June 29, 2007, fixed charges exceeded earnings by $2,542 million.

(4)

In fiscal 2007, fixed charges exceeded earnings by $2,184 million.

(5)

In fiscal 2003, fixed charges exceeded earnings by $434 million.

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Exhibit 12.1

Tyco International Ltd. Computation of Ratio of Earnings to Fixed Charges(1)(2) (dollars in millions)

EX-23.1

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the incorporation by reference in this Registration Statement on Form S-4 of our reports dated November 27, 2007, relating to (1) the consolidated financial statements and financial statement schedule of Tyco International Ltd. and subsidiaries (the "Company"), (which report expresses an unqualified opinion and includes explanatory paragraphs noting that a) the Company changed the depreciation method and estimated useful life used to account for pooled subscriber system assets and related deferred revenue from the straight-line method with lives ranging from 10 to 14 years to an accelerated method with lives up to 15 years effective as of the beginning of the fiscal third quarter of 2007, b) the Company adopted the recognition and related disclosure provisions of Statement of Financial Accounting Standards No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R) effective September 28, 2007, c) the Company adopted Financial Accounting Standards Board Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations—an interpretation of FASB Statement No. 143 effective September 29, 2006, d) the Company changed the measurement date of its pension and post retirement plans from September 30 to August 31 in fiscal year 2005, and e) the Company adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, effective October 1, 2005), and (2) the effectiveness of the Company's internal control over financial reporting (which report expresses an adverse opinion on the effectiveness of the Company's internal control over financial reporting because of a material weakness), appearing in the Annual Report on Form 10-K of the Company for the year ended September 28, 2007, and to the reference to us under the heading "Experts" in the Offering Memorandum, which is part of this Registration Statement,

/s/ Deloitte & Touche LLP
New York, New York
August 27, 2008

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-24.1

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Exhibit 24.1

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, being directors or officers of Tyco International Ltd. (the "Company"), which is to file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4, and any amendments, subsequent registration statements or supplements thereto under the Securities Act of 1933, as amended, with respect to the offering of securities, hereby constitutes and appoints Christopher J. Coughlin, Executive Vice President and Chief Financial Officer of the Company, Judith A. Reinsdorf, Executive Vice President and General Counsel of the Company, and John S. Jenkins, Vice President and Corporate Secretary of the Company, and each of them, his or her true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him or her or in his or her name, place and stead, in any and all capacities to sign, or cause to be signed electronically, and file (i) such registration statement with all exhibits thereto and other documents in connection therewith, (ii) any and all amendments, post-effective amendments and supplements thereto and (iii) any and all applications or other documents pertaining to such securities or such registration, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.

Name	Title	Date
/s/ EDWARD D. BREEN Edward D. Breen	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	August 26, 2008
/s/ DENNIS C. BLAIR Adm. Dennis C. Blair	Director	August 26, 2008
/s/ TIMOTHY M. DONAHUE Timothy M. Donahue	Director	August 25, 2008
/s/ BRIAN DUPERREAULT Brian Duperreault	Director	August 26, 2008
/s/ BRUCE S. GORDON Bruce S. Gordon	Director	August 21, 2008

Name	Title	Date
/s/ RAJIV L. GUPTA Rajiv L. Gupta	Director	August 22, 2008
/s/ JOHN A. KROL John A. Krol	Director	August 26, 2008
/s/ BRENDAN R. O'NEILL Brendan R. O'Neill	Director	August 20, 2008
/s/ WILLIAM S. STAVROPOULOS William S. Stavropoulos	Director	August 21, 2008
/s/ SANDRA S. WIJNBERG Sandra S. Wijnberg	Director	August 26, 2008
/s/ JEROME B. YORK Jerome B. York	Director	August 21, 2008

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Exhibit 24.1

POWER OF ATTORNEY

EX-24.2

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Exhibit 24.2

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, being directors or officers of Tyco International Finance S.A. ("TIFSA"), which is to file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4, and any amendments, subsequent registration statements or supplements thereto under the Securities Act of 1933, as amended, with respect to the offering of securities, hereby constitutes and appoints John S. Jenkins and Arun Nayar, and each of them, his or her true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him or her or in his or her name, place and stead, in any and all capacities to sign, or cause to be signed electronically, and file (i) such registration statement with all exhibits thereto and other documents in connection therewith, (ii) any and all amendments, post-effective amendments and supplements thereto and (iii) any and all applications or other documents pertaining to such securities or such registration, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.

Name	Title	Date
/s/ MADELEINE BARBER Madeleine Barber	Director	August 26, 2008
/s/ KEVIN MACKAY Kevin MacKay	Director	August 26, 2008
/s/ ENRICA MACCARINI Enrica Maccarini	Managing Director	August 26, 2008
/s/ ARUN NAYAR Arun Nayar	Director	August 26, 2008
/s/ PETER SCHIESER Peter Schieser	Managing Director	August 26, 2008
/s/ JOHN S. JENKINS John S. Jenkins	Director	August 26, 2008

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Exhibit 24.2

POWER OF ATTORNEY

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) o

WILMINGTON TRUST COMPANY

 (Exact name of Trustee as specified in its charter)

Delaware	51-0055023
(Jurisdiction of incorporation of organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)

1100 North Market Street

Wilmington, Delaware  19890-0001

(302) 651-1000

(Address of principal executive offices, including zip code)

Michael A. DiGregorio

Senior Vice President and General Counsel

Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware  19890-0001

(302) 651-8793

(Name, address, including zip code, and telephone number, including area code, of agent of service)

TYCO INTERNATIONAL FINANCE S.A.	TYCO INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its charter)
Luxembourg	Bermuda
(State or other jurisdiction of incorporation or organization)	State or other jurisdiction of incorporation or organization)
7382	7382
(Primary Standard Industrial Classification Code Number)	(Primary Standard Industrial Classification Code Number)
98-0518565	98-0390500
(I.R.S. Employer Identification Number)	(I.R.S. Employer Identification Number)
29 avenue de la Porte Neuve	90 Pitts Bay Road, Second Floor
L-2227 Luxembourg	Pembroke HM 08, Bermuda
Telephone: (352) 266-378-41	Telephone: (441) 292-8674
(Address, including zip code, and telephone number,	(Address, including zip code, and telephone number,
including area code,	including area code,
of registrant’s principal executive offices)	of registrant’s principal executive offices)

7.0% Notes due 2019

6.875% Notes due 2021

(Title of the indenture securities)

ITEM 1.	GENERAL INFORMATION.
	Furnish the following information as to the trustee:
	(a)Name and address of each examining or supervising authority to which it is subject.
	Federal Reserve Bank of Philadelphia	State Bank Commissioner
	Ten Independence Mall	555 East Loockerman Street, Suite 210
	Philadelphia, PA 19106-1574	Dover, Delaware 19901
	(b)Whether it is authorized to exercise corporate trust powers.
	The trustee is authorized to exercise corporate trust powers.
ITEM 2.	AFFILIATIONS WITH THE OBLIGOR.
	If the obligor is an affiliate of the trustee, describe each affiliation:
	Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee.
ITEM 16.	LIST OF EXHIBITS.
	List below all exhibits filed as part of this Statement of Eligibility and Qualification.
	·A copy of the Charter of Wilmington Trust Company (Exhibit 1), which includes the certificate of authority of Wilmington Trust Company to commence business (Exhibit 2) and the authorization of Wilmington Trust Company to exercise corporate trust powers (Exhibit 3). ·A copy of the existing By-Laws of Wilmington Trust Company (Exhibit 4). ·Consent of Wilmington Trust Company required by Section 321(b) of the Trust Indenture Act (Exhibit 6). ·A copy of the latest Report of Condition of Wilmington Trust Company (Exhibit 7).

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 26^th day of August, 2008.

[SEAL]		WILMINGTON TRUST COMPANY
Attest:	/s/ James A. Hanley	By:	/s/ Daniel R. Fisher
	Assistant Secretary	Name: Daniel R. Risher
		Title:  Vice President

EXHIBIT 1*

AMENDED CHARTER

Wilmington Trust Company

Wilmington, Delaware

As existing on May 9, 1987

*Exhibit 1 also constitutes Exhibits 2 and 3.

Amended Charter

or

Act of Incorporation

of

Wilmington Trust Company

Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled “An Act to Incorporate the Delaware Guarantee and Trust Company”, approved March 2, A.D. 1901, and the name of which company was changed to “Wilmington Trust Company” by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

First: - The name of this corporation is Wilmington Trust Company.

Second: - The location of its principal office in the State of Delaware is at Rodney Square North, in the City of Wilmington, County of New Castle; the name of its resident agent is Wilmington Trust Company whose address is Rodney Square North, in said City.  In addition to such principal office, the said corporation maintains and operates branch offices in the City of Newark, New Castle County, Delaware, the Town of Newport, New Castle County, Delaware, at Claymont, New Castle County, Delaware, at Greenville, New Castle County Delaware, and at Milford Cross Roads, New Castle County, Delaware, and shall be empowered to open, maintain and operate branch offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in the City of Wilmington, New Castle County, Delaware, and such other branch offices or places of business as may be authorized from time to time by the agency or agencies of the government of the State of Delaware empowered to confer such authority.

Third: - (a) The nature of the business and the objects and purposes proposed to be transacted, promoted or carried on by this Corporation are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do and in any part of the world, viz.:

(1)To sue and be sued, complain and defend in any Court of law or equity and to make and use a common seal, and alter the seal at pleasure, to hold, purchase, convey, mortgage or otherwise deal in real and personal estate and property, and to appoint such officers and agents as the business of the Corporation shall require, to make by-laws not inconsistent with the Constitution or laws of the United States or of this State, to discount bills, notes or other evidences of debt, to receive deposits of money, or securities for money, to buy gold and silver bullion and foreign coins, to buy and sell bills of exchange, and generally to use, exercise and enjoy all the powers, rights, privileges and franchises incident to a corporation which are proper or necessary for the transaction of the business of the Corporation hereby created.

(2)To insure titles to real and personal property, or any estate or interests therein, and to guarantee the holder of such property, real or personal, against any claim or

claims, adverse to his interest therein, and to prepare and give certificates of title for any lands or premises in the State of Delaware, or elsewhere.

(3)To act as factor, agent, broker or attorney in the receipt, collection, custody, investment and management of funds, and the purchase, sale, management and disposal of property of all descriptions, and to prepare and execute all papers which may be necessary or proper in such business.

(4)To prepare and draw agreements, contracts, deeds, leases, conveyances, mortgages, bonds and legal papers of every description, and to carry on the business of conveyancing in all its branches.

(5)To receive upon deposit for safekeeping money, jewelry, plate, deeds, bonds and any and all other personal property of every sort and kind, from executors, administrators, guardians, public officers, courts, receivers, assignees, trustees, and from all fiduciaries, and from all other persons and individuals, and from all corporations whether state, municipal, corporate or private, and to rent boxes, safes, vaults and other receptacles for such property.

(6)To act as agent or otherwise for the purpose of registering, issuing, certificating, countersigning, transferring or underwriting the stock, bonds or other obligations of any corporation, association, state or municipality, and may receive and manage any sinking fund therefor on such terms as may be agreed upon between the two parties, and in like manner may act as Treasurer of any corporation or municipality.

(7)To act as Trustee under any deed of trust, mortgage, bond or other instrument issued by any state, municipality, body politic, corporation, association or person, either alone or in conjunction with any other person or persons, corporation or corporations.

(8)To guarantee the validity, performance or effect of any contract or agreement, and the fidelity of persons holding places of responsibility or trust; to become surety for any person, or persons, for the faithful performance of any trust, office, duty, contract or agreement, either by itself or in conjunction with any other person, or persons, corporation, or corporations, or in like manner become surety upon any bond, recognizance, obligation, judgment, suit, order, or decree to be entered in any court of record within the State of Delaware or elsewhere, or which may now or hereafter be required by any law, judge, officer or court in the State of Delaware or elsewhere.

(9)To act by any and every method of appointment as trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity in the receiving, holding, managing, and disposing of any and all estates and property, real, personal or mixed, and to be appointed as such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian or bailee by any persons, corporations, court, officer, or authority, in the State of Delaware or elsewhere;

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and whenever this Corporation is so appointed by any person, corporation, court, officer or authority such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity, it shall not be required to give bond with surety, but its capital stock shall be taken and held as security for the performance of the duties devolving upon it by such appointment.

(10)And for its care, management and trouble, and the exercise of any of its powers hereby given, or for the performance of any of the duties which it may undertake or be called upon to perform, or for the assumption of any responsibility the said Corporation may be entitled to receive a proper compensation.

(11)To purchase, receive, hold and own bonds, mortgages, debentures, shares of capital stock, and other securities, obligations, contracts and evidences of indebtedness, of any private, public or municipal corporation within and without the State of Delaware, or of the Government of the United States, or of any state, territory, colony, or possession thereof, or of any foreign government or country; to receive, collect, receipt for, and dispose of interest, dividends and income upon and from any of the bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property held and owned by it, and to exercise in respect of all such bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property, any and all the rights, powers and privileges of individual owners thereof, including the right to vote thereon; to invest and deal in and with any of the moneys of the Corporation upon such securities and in such manner as it may think fit and proper, and from time to time to vary or realize such investments; to issue bonds and secure the same by pledges or deeds of trust or mortgages of or upon the whole or any part of the property held or owned by the Corporation, and to sell and pledge such bonds, as and when the Board of Directors shall determine, and in the promotion of its said corporate business of investment and to the extent authorized by law, to lease, purchase, hold, sell, assign, transfer, pledge, mortgage and convey real and personal property of any name and nature and any estate or interest therein.

(b)In furtherance of, and not in limitation, of the powers conferred by the laws of the State of Delaware, it is hereby expressly provided that the said Corporation shall also have the following powers:

(1)To do any or all of the things herein set forth, to the same extent as natural persons might or could do, and in any part of the world.

(2)To acquire the good will, rights, property and franchises and to undertake the whole or any part of  the assets and liabilities of any person, firm, association or corporation, and to pay for the same in cash, stock of this Corporation, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business.

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(3)To take, hold, own, deal in, mortgage or otherwise lien, and to lease, sell, exchange, transfer, or in any manner whatever dispose of property, real, personal or mixed, wherever situated.

(4)To enter into, make, perform and carry out contracts of every kind with any person, firm, association or corporation, and, without limit as to amount, to draw, make, accept, endorse, discount,  execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments.

(5)To have one or more offices, to carry on all or any of its operations and businesses, without restriction to the same extent as natural persons might or could do, to purchase or otherwise acquire, to hold, own, to mortgage, sell, convey or otherwise dispose of, real and personal property, of every class and description, in any State, District, Territory or Colony of the United States, and in any foreign country or place.

(6)It is the intention that the objects, purposes and powers specified and clauses contained in this paragraph shall (except where otherwise expressed in said paragraph) be nowise limited or restricted by reference to or inference from the terms of any other clause of this or any other paragraph in this charter, but that the objects, purposes and powers specified in each of the clauses of this paragraph shall be regarded as independent objects, purposes and powers.

Fourth: - (a)  The total number of shares of all classes of stock which the Corporation shall have authority to issue is forty-one million (41,000,000) shares, consisting of:

(1)One million (1,000,000) shares of Preferred stock, par value $10.00 per share (hereinafter referred to as “Preferred Stock”); and

(2)Forty million (40,000,000) shares of Common Stock, par value $1.00 per share (hereinafter referred to as “Common Stock”).

(b)Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors each of said series to be distinctly designated.  All shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if any, thereon shall be cumulative, if made cumulative.  The voting powers and the preferences and relative, participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and, subject to the provisions of subparagraph 1 of Paragraph (c) of this Article Fourth, the Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the voting powers and the designations, preferences and relative, optional and other special rights, and the qualifications, limitations and restrictions of such series, including, but without limiting the generality of the foregoing, the following:

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(1)The distinctive designation of, and the number of shares of Preferred Stock which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors;

(2)The rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other class of stock and whether such dividends shall be cumulative or non-cumulative;

(3)The right, if any, of the holders of Preferred Stock of such series to convert the same into or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange;

(4)Whether or not Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions on which, Preferred Stock of such series may be redeemed.

(5)The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up, of the Corporation.

(6)The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and

(7)The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing include the right, voting as a series or by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such circumstances and on such conditions as the Board of Directors may determine.

(c) (1)After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of section (b) of this Article Fourth), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of section (b) of this Article Fourth), and subject further to any conditions which may be fixed in accordance with the provisions of section (b) of this Article Fourth, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors.

(2)After distribution in full of the preferential amount, if any, (fixed in accordance

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with the provisions of section (b) of this Article Fourth), to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.

(3)Except as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directors pursuant to section (b) of this Article Fourth, each holder of Common Stock shall have one vote in respect of each share of Common Stock held on all matters voted upon by the stockholders.

(d)No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, whether such holders or others, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion.

(e)The relative powers, preferences and rights of each series of Preferred Stock in relation to the relative powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in section (b) of this Article Fourth and the consent, by class or series vote or otherwise, of the holders of such of the series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred Stock adopted pursuant to section (b) of this Article Fourth that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock.

(f)Subject to the provisions of section (e), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

(g)Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

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(h)The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon.

Fifth: - (a)  The business and affairs of the Corporation shall be conducted and managed by a Board of Directors.  The number of directors constituting the entire Board shall be not less than five nor more than twenty-five as fixed from time to time by vote of a majority of the whole Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the whole Board shall be twenty-four until otherwise fixed by a majority of the whole Board.

(b)The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the whole Board permits, with the term of office of one class expiring each year.  At the annual meeting of stockholders in 1982, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting.  Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next annual election of directors.  At such election, the stockholders shall elect a successor to such director to hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified.  No decrease in the number of directors shall shorten the term of any incumbent director.

(c)Notwithstanding any other provisions of this Charter or Act of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Charter or Act of Incorporation or the By-Laws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time without cause, but only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose.

(d)Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors.  Such nominations shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders.  Notice of nominations which are proposed by the Board of Directors shall be given by the Chairman on behalf of the Board.

(e)Each notice under subsection (d) shall set forth (i) the name, age, business address

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and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of such nominee and (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee.

(f)The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

(g)No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

Sixth: - The Directors shall choose such officers, agents and servants as may be provided in the By-Laws as they may from time to time find necessary or proper.

Seventh: - The Corporation hereby created is hereby given the same powers, rights and privileges as may be conferred upon corporations organized under the Act entitled “An Act Providing a General Corporation Law”, approved March 10, 1899, as from time to time amended.

Eighth: - This Act shall be deemed and taken to be a private Act.

Ninth: - This Corporation is to have perpetual existence.

Tenth: - The Board of Directors, by resolution passed by a majority of the whole Board, may designate any of their number to constitute an Executive Committee, which Committee, to the extent provided in said resolution, or in the By-Laws of the Company, shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it.

Eleventh: - The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever.

Twelfth: - The Corporation may transact business in any part of the world.

Thirteenth: - The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board.  The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class).

Fourteenth: - Meetings of the Directors may be held outside of the State of Delaware at such places as may be from time to time designated by the Board, and the Directors may keep the books of the Company outside of the State of Delaware at such places as may be from time to time

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designated by them.

Fifteenth: - (a) (1)  In addition to any affirmative vote required by law, and except as otherwise expressly provided in sections (b) and (c) of this Article Fifteenth:

(A)any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder), which, after such merger or consolidation, would be an Affiliate (as hereinafter defined) of an Interested Stockholder, or

(B)any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate fair market value of $1,000,000 or more, or

(C)the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $1,000,000 or more, or

(D)the adoption of any plan or proposal for the liquidation or dissolution of the Corporation, or

(E)any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder, or any Affiliate of any Interested Stockholder,

shall require the affirmative vote of the holders of at least  two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purpose of this Article Fifteenth as one class (“Voting Shares”).  Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

(2)The term “business combination” as used in this Article Fifteenth shall mean any transaction which is referred to in any one or more of clauses (A) through (E) of paragraph 1 of the section (a).

(b)The provisions of section (a) of this Article Fifteenth shall not be applicable to any particular business combination and such business combination shall require only such

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affirmative vote as is required by law and any other provisions of the Charter or Act of Incorporation or By-Laws if such business combination has been approved by a majority of the whole Board.

(c)For the purposes of this Article Fifteenth:

(1)A “person” shall mean any individual, firm, corporation or other entity.

(2)“Interested Stockholder” shall mean, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

(A)is the beneficial owner, directly or indirectly, of more than 10% of the Voting Shares, or

(B)is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of not less than 10% of the then outstanding voting Shares, or

(C)is an assignee of or has otherwise succeeded in any share of capital stock of the Corporation which were at any time within two years prior thereto beneficially owned by any Interested Stockholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

(3)A person shall be the “beneficial owner” of any Voting Shares:

(A)which such person or any of its Affiliates and Associates (as hereafter defined) beneficially own, directly or indirectly, or

(B)which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or

(C)which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation.

(4)The outstanding Voting Shares shall include shares deemed owned through application of paragraph (3) above but shall not include any other Voting Shares

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which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options or otherwise.

(5)“Affiliate” and “Associate” shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981.

(6)“Subsidiary” shall mean any corporation of which a majority of any class of equity security (as defined in Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Investment Stockholder set forth in paragraph (2) of this section (c), the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

(d)majority of the directors shall have the power and duty to determine for the purposes of this Article Fifteenth on the basis of information known to them, (1) the number of Voting Shares beneficially owned by any person (2) whether a person is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraph (3) of section (c), or (4) whether the assets subject to any business combination or the consideration received for the issuance or transfer of securities by the Corporation, or any Subsidiary has an aggregate fair market value of $1,000,000 or more.

(e)Nothing contained in this Article Fifteenth shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

Sixteenth:   Notwithstanding any other provision of this Charter or Act of Incorporation or the By-Laws of the Corporation (and in addition to any other vote that may be required by law, this Charter or Act of Incorporation by the By-Laws), the affirmative vote of the holders of at least two-thirds of the outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter or repeal any provision of Articles Fifth, Thirteenth, Fifteenth or Sixteenth of this Charter or Act of Incorporation.

Seventeenth:

(a)a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Laws as the same exists or may hereafter be amended.

(b)Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Director of the Corporation existing hereunder with respect to any act or omission occurring prior to the time of such repeal or modification.”

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EXHIBIT 4

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

As existing on December 16, 2004

BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE 1

Stockholders’ Meetings

Section 1.  Annual Meeting.  The annual meeting of stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time or place as may be designated by resolution by the Board of Directors.

Section 2.  Special Meetings.  Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

Section 3. Notice.  Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting.

Section 4. Quorum.  A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a smaller number of shares may adjourn from time to time, without further notice, until a quorum is secured.  At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder’s name on the books of the Company on the record date for any such meeting as determined herein.

ARTICLE 2

Directors

Section 1.  Management.  The affairs and business of the Company shall be managed by or under the direction of the Board of Directors.

Section 2.  Number.  The authorized number of directors that shall constitute the Board of Directors shall be fixed from time to time by or pursuant to a resolution passed by a majority of the Board of Directors within the parameters set by the Charter of the Company. No more than two directors may also be employees of the Company or any affiliate thereof.

Section 3.  Qualification.  In addition to any other provisions of these Bylaws, to be qualified for nomination for election or appointment to the Board of Directors, a person must have not attained the age of sixty-nine years at the time of such election or appointment, provided however, the Nominating and Corporate Governance Committee may waive such qualification as to a particular candidate otherwise qualified to serve as a director upon a good faith determination by such committee that such a waiver is in the best interests of the Company and its stockholders.  The Chairman of the Board and the Chief Executive Officer shall not be qualified to continue to serve as directors upon the termination of their service in those offices for any reason.

Section 4.  Meetings.  The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors, the Chief Executive Officer or the President.

Section 5.  Special Meetings.  Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the Chief Executive Officer or the President, and shall be called upon the written request of a majority of the directors.

Section 6.  Quorum.  A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 7.  Notice.  Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting.

Section 8.  Vacancies.  In the event of the death, resignation, removal, inability to act or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director’s successor shall have been duly elected and qualified.

Section 9.  Organization Meeting.  The Board of Directors at its first meeting after its election by the stockholders shall appoint an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, and shall elect from its own members a Chairman of the Board,  a Chief Executive Officer and a President, who may be the same person.  The Board of Directors shall also elect at such meeting a Secretary and a Chief Financial Officer, who may be the same person, and may appoint at any time such committees as it may deem advisable.  The Board of Directors may also elect at such meeting one or more Associate Directors.  The Board of Directors, or a committee designated by the Board of Directors may elect or appoint such other officers as they may deem advisable.

Section 10.  Removal.  The Board of Directors may at any time remove, with or without cause, any member of any committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor.

Section 11.  Responsibility of Officers.  The Board of Directors may designate an officer to be in charge of such departments or divisions of the Company as it may deem advisable.

Section 12.  Participation in Meetings.  The Board of Directors or any committee of the Board of Directors may participate in a meeting of the Board of Directors or such committee, as the case may be, by conference telephone, video facilities or other communications equipment.  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all of the members of the Board of Directors or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee.

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ARTICLE 3

Committees of the Board of Directors

Section 1.  Audit Committee.

(A)The Audit Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board.

(B)The Audit Committee shall have general supervision over the Audit Services Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Services Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable.

(C)The Audit Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 2.  Compensation Committee.

(A)The Compensation Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B)The Compensation Committee shall in general advise upon all matters of policy concerning compensation, including salaries and employee benefits.

(C)The Compensation Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 3.  Nominating and Corporate Governance Committee.

(A)The Nominating and Corporate Governance Committee shall be composed of not more than five members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B)The Nominating and Corporate Governance Committee shall provide counsel and make recommendations to the Chairman of the Board and the full Board with respect to the performance of the Chairman of the Board and the Chief Executive Officer, candidates for membership on the Board of Directors

3

and its committees, matters of corporate governance, succession planning for the Company’s executive management and significant shareholder relations issues.

(C)The Nominating and Corporate Governance Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President, or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 4.  Other Committees.  The Company may have such other committees with such powers as the Board may designate from time to time by resolution or by an amendment to these Bylaws.

Section 5.  Associate Directors.

(A)Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve at the pleasure of the Board of Directors.

(B)Associate directors shall be entitled to attend all meetings of directors and participate in the discussion of all matters brought to the Board of Directors, but will not have a right to vote.

Section 6.  Absence or Disqualification of Any Member of a Committee.  In the absence or disqualification of any member of any committee created under Article III of these Bylaws, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

ARTICLE 4

Officers

Section 1.  Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such further authority and powers and shall perform such duties the Board of Directors may assign to him from time to time.

Section 2.  Chief Executive Officer.  The Chief Executive Officer shall have the powers and duties pertaining to the office of Chief Executive Officer conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time.  In the absence of the Chairman of the Board, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board.

Section 3.  President.  The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time.  In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall have the powers and duties of the Chairman of the Board.

Section 4.  Duties.  The Chairman of the Board, the Chief Executive Officer or the President, as designated by the Board of Directors, shall carry into effect all legal directions of the Board of Directors and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office.

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Section 5.  Vice Presidents.  There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all of the duties of the Chairman of the Board, the Chief Executive Officer and/or the President and such other powers and duties incident to their respective offices or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President or the officer in charge of the department or division to which they are assigned may assign to them from time to time.

Section 6.  Secretary.  The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the committees thereof, to the keeping of accurate minutes of all such meetings, recording the same in the minute books of the Company and in general notifying the Board of Directors of material matters affecting the Company on a timely basis.  In addition to the other notice requirements of these Bylaws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any such meeting.  He shall have custody of the corporate seal, affix the same to any documents requiring such corporate seal, attest the same and perform other duties incident to his office.

Section 7.  Chief Financial Officer.  The Chief Financial Officer shall have general supervision over all assets and liabilities of the Company.  He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all transactions of the Company.  He shall have general supervision of the expenditures of the Company and periodically shall report to the Board of Directors the condition of the Company, and perform such other duties incident to his office or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President may assign to him from time to time.

Section 8.  Controller.  There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors or the Audit Committee at appropriate times a report relating to the general condition and internal operations of the Company and perform other duties incident to his office.

There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller.

Section 9.  Audit Officers.  The officer designated by the Board of Directors to be in charge of the Audit Services Division of the Company, with such title as the Board of Directors shall prescribe, shall report to and be directly responsible to the Audit Committee and the Board of Directors.

There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Services Division.

Section 10.  Other Officers.  There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office of Assistant Secretary of the Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to which they are assigned.

5

Section 11.  Powers and Duties of Other Officers.  The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President and the officer in charge of the department or division to which they are assigned.

Section 12.  Number of Offices.  Any one or more offices of the Company may be held by the same person, except that (A) no individual may hold more than one of the offices of Chief Financial Officer, Controller or Audit Officer and (B) none of the Chairman of the Board, the Chief Executive Officer or the President may hold any office mentioned in Section 12(A).

ARTICLE 5

Stock and Stock Certificates

Section 1.  Transfer.  Shares of stock shall be transferable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.

Section 2.  Certificates.  Every holder of stock shall be entitled to have a certificate signed by or in the name of the Company by the Chairman of the Board, the Chief Executive Officer or the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Company, certifying the number of shares owned by him in the Company.  The corporate seal affixed thereto, and any of or all the signatures on the certificate, may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue.  Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors.

Section 3.  Record Date.  The Board of Directors is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment of rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent.

ARTICLE 6

Seal

The corporate seal of the Company shall be in the following form:

Between two concentric circles the words “Wilmington Trust Company” within the inner circle the words “Wilmington, Delaware.”

ARTICLE 7

Fiscal Year

The fiscal year of the Company shall be the calendar year.

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ARTICLE 8

Execution of Instruments of the Company

The Chairman of the Board, the Chief Executive Officer, the President or any Vice President, however denominated by the Board of Directors, shall have full power and authority to enter into, make, sign, execute, acknowledge and/or deliver and the Secretary or any Assistant Secretary shall have full power and authority to attest and affix the corporate seal of the Company to any and all deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes, mortgages and all other instruments incident to the business of this Company or in acting as executor, administrator, guardian, trustee, agent or in any other fiduciary or representative capacity by any and every method of appointment or by whatever person, corporation, court officer or authority in the State of Delaware, or elsewhere, without any specific authority, ratification, approval or confirmation by the Board of Directors, and any and all such instruments shall have the same force and validity as though expressly authorized by the Board of Directors.

ARTICLE 9

Compensation of Directors and Members of Committees

Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine.  Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be authorized by the Company to perform such special services as the Board of Directors may from time to time determine in accordance with any guidelines the Board of Directors may adopt for such services, and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors.

ARTICLE 10

Indemnification

Section 1. Persons Covered.  The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or associate director of the Company, a member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.  The Company shall be required to indemnify such a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors.

The Company may indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or threatened to be made a party or is otherwise involved in any proceeding by reason of the fact that he, or a person for whom he is the legal

7

representative, is or was an officer, employee or agent of the Company or a director, officer, employee or agent of a subsidiary or affiliate of the Company, against all liability and loss suffered and expenses reasonably incurred by such person.  The Company may indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 2.  Advance of Expenses.  The Company shall pay the expenses incurred in defending any proceeding involving a person who is or may be indemnified pursuant to Section 1 in advance of its final disposition, provided, however, that the payment of expenses incurred by such a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by that person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article 10 or otherwise.

Section 3.  Certain Rights.  If a claim under this Article 10 for (A) payment of expenses or (B) indemnification by a director, associate director, member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or a person who is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, is not paid in full within sixty days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

Section 4.  Non-Exclusive.  The rights conferred on any person by this Article 10 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.  Reduction of Amount.  The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

Section 6.  Effect of Modification.  Any amendment, repeal or modification of the foregoing provisions of this Article 10 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

ARTICLE 11

Amendments to the Bylaws

These Bylaws may be altered, amended or repealed, in whole or in part, and any new Bylaw or Bylaws adopted at any regular or special meeting of the Board of Directors by a vote of a majority of all the members of the Board of Directors then in office.

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ARTICLE 12

Miscellaneous

Whenever used in these Bylaws, the singular shall include the plural, the plural shall include the singular unless the context requires otherwise and the use of either gender shall include both genders.

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EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

	WILMINGTON TRUST COMPANY
Dated:   8/26/08	By:	/s/ Daniel R. Fisher
	Name:   Daniel R. Fisher
	Title:   Vice President

EXHIBIT 7

NOTICE

This form is intended to assist state nonmember banks and savings banks with state publication requirements.  It has not been approved by any state banking authorities.  Refer to your appropriate state banking authorities for your state publication requirements.

R E P O R T   O F   C O N D I T I O N

Consolidating domestic subsidiaries of the

WILMINGTON TRUST COMPANY	of	WILMINGTON
Name of Bank		City

in the State of   DELAWARE  , at the close of business on September 30, 2007.

	Thousands of dollars
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins	247,352
Interest-bearing balances	0
Held-to-maturity securities	1,171
Available-for-sale securities	1,339,816
Federal funds sold in domestic offices	128,500
Securities purchased under agreements to resell	14,467
Loans and lease financing receivables:
Loans and leases held for sale	3,379
Loans and leases, net of unearned income	7,793,026
LESS: Allowance for loan and lease losses	90,906
Loans and leases, net of unearned income, allowance, and reserve	7,702,120
Assets held in trading accounts	0
Premises and fixed assets (including capitalized leases)	133,263
Other real estate owned	199
Investments in unconsolidated subsidiaries and associated companies	2,860
Intangible assets:
a. Goodwill	1,946
b. Other intangible assets	3,315
Other assets	317,940
Total assets	9,896,328

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LIABILITIES
Deposits:
In domestic offices	6,994,751
Noninterest-bearing	748,309
Interest-bearing	6,246,442
Federal funds purchased in domestic offices	1,014,834
Securities sold under agreements to repurchase	434,190
Trading liabilities (from Schedule RC-D)	0
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)	315,797
Subordinated notes and debentures	0
Other liabilities (from Schedule RC-G)	248,973
Total liabilities	9,008,545
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common Stock	500
Surplus (exclude all surplus related to preferred stock)	125,803
a. Retained earnings	811,365
b. Accumulated other comprehensive income	(49,885	)
Total equity capital	887,783
Total liabilities, minority interest, and equity capital	9,896,328

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EX-99.1

TYCO INTERNATIONAL LTD.
TYCO INTERNATIONAL FINANCE S.A.

Offer to Exchange

New $421,961,000 7.0% Notes due 2019
New $707,404,000 6.875% Notes due 2021

for

$421,961,000 7.0% Notes due 2019
$707,404,000 6.875% Notes due 2021

Fully and Unconditionally Guaranteed by
TYCO INTERNATIONAL LTD.
Pursuant to the prospectus, dated                        , 2008

        THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2008, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

        Each holder of notes wishing to participate in the exchange offer, except holders of notes executing their tenders through the Automated Tender Offer Program ("ATOP") procedures of The Depository Trust Company ("DTC"), should complete, sign and submit this letter of transmittal to the exchange agent, Wilmington Trust Company, before the Expiration Date.

The exchange agent for the exchange offer is:

Wilmington Trust Company

By mail, hand delivery or overnight courier:
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1600

By facsimile transmission
(for eligible institutions only)
Fax: 302-636-4139
Attention: Corporate Client Services

Confirm by telephone:
Tel: 302-636-6181

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF TRANSMITTAL.

        The undersigned acknowledges that he or she has received and reviewed the prospectus, dated                                    , 2008 (the "prospectus"), of Tyco International Ltd., a Bermuda company, and Tyco International Finance S.A., a Luxembourg company (collectively, the "issuers") and this letter of transmittal (the "letter of transmittal"), which together constitute the issuers' offer (the "exchange offer") to (i) exchange their 7.0% Notes due 2019, fully and unconditionally guaranteed by Tyco, which have been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "new 2019 notes"), for an equal aggregate principal amount of their outstanding 7.0% Notes due 2019 (the "outstanding 2019 notes"), fully and unconditionally guaranteed by Tyco and (ii) exchange their 6.875%

Notes due 2021, fully and unconditionally guaranteed by Tyco, which have been registered under the Securities Act (the "new 2021 notes" and, together with the new 2019 notes, the "new notes")) for an equal aggregate principal amount of their outstanding 6.875% Notes due 2021 (the "outstanding 2021 notes" and, together with the outstanding 2019 notes, the "outstanding notes"), fully and unconditionally guaranteed by Tyco.

        For each outstanding note accepted for exchange, the holder of such outstanding note will receive a new note having a principal amount, interest rate and maturity equal to that of the surrendered outstanding note. The new notes will bear interest from the most recent date to which interest has been paid on the outstanding notes. Accordingly, registered holders of new notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid on the outstanding notes, from the date of original issue of the outstanding notes. Outstanding notes accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offer. Holders of outstanding notes whose outstanding notes are accepted for exchange will not receive any payment in respect of accrued interest on such outstanding notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the exchange offer.

        The terms of the new notes are identical in all material respects to the terms of the outstanding notes, except the new notes will not contain transfer restrictions and holders of new notes will no longer have any registration rights and we will not be obligated to pay additional interest as described in the exchange and registration rights agreement as discussed in the prospectus.

        Each broker dealer that receives new notes for their own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The prospectus, as it may be amended or supplemented from time to time, may be used by a broker dealer in connection with resales of new notes received in exchange for outstanding notes where the outstanding notes were acquired as a result of market making activities or other trading activities.

        The issuers will not receive any proceeds from any sale of the new notes by broker dealers. New notes received by broker dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over the counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker dealer or the purchasers of any of the new notes. Any broker dealer that resells the new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the new notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of the new notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act.

        The issuers will promptly send additional copies of the prospectus and any amendment or supplement to the prospectus to any broker dealer that requests such documents to the extent required by the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

        This letter of transmittal is to be completed by a holder of outstanding notes if a tender is to be made by book-entry transfer to the account maintained by Wilmington Trust Company, as exchange agent for the exchange offer (the "exchange agent"), at the Book-Entry Transfer Facility pursuant to the procedures set forth in the prospectus under "Procedures for Tendering Outstanding Notes" but an Agent's Message is not delivered. Tenders may also be made by book-entry transfer and, in lieu of this

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letter of transmittal, delivery of an Agent's Message. The term "Agent's Message" means a message, transmitted by the Book-Entry Transfer Facility to and received by the exchange agent and forming a part of a book-entry confirmation (as defined below), which states that the Book-Entry Transfer Facility has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this letter of transmittal (including the certificates that form a part of this letter of transmittal) and that the issuers may enforce this letter of transmittal (including the certificates that form a part of this letter of transmittal) against such participant.

        YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

        To tender outstanding 2019 notes, you should:

•

Complete the appropriate boxes below under "Description of Outstanding 2019 Notes"



•

Complete and sign Certificate A, "Exchange of Interests in 7.0% Notes due 2019," which forms a part of the letter of transmittal; and



•

Complete and sign the letter of transmittal.

        To tender outstanding 2021 notes, you should:

•

Complete the appropriate boxes below under "Description of Outstanding 2021 Notes"



•

Complete and sign Certificate B, "Exchange of Interests in 6.875% Notes due 2021," which forms a part of the letter of transmittal; and



•

Complete and sign the letter of transmittal.

        The undersigned has completed the appropriate boxes below and signed this letter of transmittal to indicate the action the undersigned desires to take with respect to the exchange offer.

Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the exchange agent.

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        List below the outstanding notes to which this letter of transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amount of outstanding notes should be listed on a separate signed schedule affixed hereto. If tendering outstanding 2019 notes complete the following and also complete Certificate A:

DESCRIPTION OF OUTSTANDING 2019 NOTES
		1	2	3	4
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		Certificate Number(s)*	Aggregate Principal Amount of Outstanding 2019 Note(s)	Principal Amount Tendered**	Name of DTC Participant and Participant's Account Number in Which Outstanding Notes are Held
		Total
*	Need not be completed if outstanding 2019 notes are being tendered by book-entry transfer.
**	Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the outstanding 2019 notes represented by the outstanding 2019 notes indicated in column 2. See Instruction 2. Outstanding 2019 notes tendered hereby must be in minimum denominations of principal amount of $1,000 and integral multiples of $1,000 in excess thereof. See Instruction 1.

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        List below the outstanding notes to which this letter of transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amount of outstanding notes should be listed on a separate signed schedule affixed hereto. If tendering outstanding 2021 notes complete the following and also complete Certificate B:

DESCRIPTION OF OUTSTANDING 2021 NOTES
		1	2	3	4
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		Certificate Number(s)*	Aggregate Principal Amount of Outstanding 2021 Note(s)	Principal Amount Tendered**	Name of DTC Participant and Participant's Account Number in Which Outstanding Notes are Held
		Total
*	Need not be completed if outstanding 2021 notes are being tendered by book-entry transfer.
**	Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the outstanding 2021 notes represented by the outstanding 2021 notes indicated in column 2. See Instruction 2. Outstanding 2021 notes tendered hereby must be in minimum denominations of principal amount of $1,000 and integral multiples of $1,000 thereof. See Instruction 1.

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        Unless the context otherwise requires, the term "holder" for purposes of this letter of transmittal means any person in whose name outstanding notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose outstanding notes are held of record by The Depository Trust Company (the "Book-Entry Transfer Facility").

        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of new notes. If the undersigned is a broker-dealer that will receive new notes for their own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such new notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may not participate in the exchange offer with respect to outstanding notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an "affiliate" of either issuer or who has an arrangement or understanding with respect to the distribution of the new notes to be acquired pursuant to the exchange offer, or any broker-dealer who purchased outstanding notes from the issuers to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

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CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

        Name(s) of Tendering Institution

        Account Number

        Transaction Code Number

By crediting the outstanding notes to the exchange agent's account at the Book-Entry Transfer Facility's Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the exchange offer, including transmitting to the exchange agent a computer-generated Agent's Message in which the holder of the outstanding notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, the letter of transmittal, the participant in the Book-Entry Transfer Facility confirms on behalf of itself and the beneficial owners of such outstanding notes all provisions of this letter of transmittal (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this letter of transmittal (including the certificates that form a part of this letter of transmittal) to the exchange agent.

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CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

        Name

        Address

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LETTER OF TRANSMITTAL
CERTIFICATE A
EXCHANGE OF INTERESTS IN 7.0% NOTES DUE 2019

Wilmington Trust Company
Attention: Corporate Client Services
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1600

Tyco International Finance S.A.
58 Rue Charles Martel
L-2134 Luxembourg
Attention: The Managing Directors

Re: 7.0% Notes due 2019

Ladies and Gentlemen,

        Reference is hereby made to the Indenture, dated as of June 9, 1998, among Tyco International Finance S.A., a Luxembourg company (the "Company"), Tyco International Ltd., a Bermuda company ("Tyco"), and Wilmington Trust Company, as successor trustee (the "Trustee") (as amended and supplemented, the "Indenture"). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                        , (the "Owner") owns and proposes to exchange the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $                in such Security or Securities or interest[s] (the "Exchange"). In connection with the Exchange, the Transferor hereby certifies that:

        1.     Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted Global Security for Unrestricted Definitive Securities or Beneficial Interests in an Unrestricted Global Security.

(a) ý    Check if Exchange is from beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security.    In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Securities and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Security is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

(b) o    Check if Exchange is from beneficial interest in a Restricted Global Security to Unrestricted Definitive Security.    In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Security for an Unrestricted Definitive Security in an equal principal amount, the Owner hereby certifies (i) the Definitive Security is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Securities and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Security is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

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(c) o    Check if Exchange is from Restricted Definitive Security to beneficial interest in an Unrestricted Global Security.    In connection with the Owner's Exchange of a Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Securities and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Security is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

(d) o    Check if Exchange is from Restricted Definitive Security to Unrestricted Definitive Security.    In connection with the Owner's Exchange of a Restricted Definitive Security for an Unrestricted Definitive Security, the Owner hereby certifies (i) the Unrestricted Definitive Security is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Securities and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Security is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

        2.     Exchange of Restricted Definitive Securities or Beneficial Interests in Restricted Global Securities for Restricted Definitive Securities or Beneficial Interests in Restricted Global Securities.

(a) o    Check if Exchange is from beneficial interest in a Restricted Global Security to Restricted Definitive Security.    In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Security for a Restricted Definitive Security with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Security is being acquired for the Owner's own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Security issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Security and in the Indenture and the Securities Act.

(b) o    Check if Exchange is from Restricted Definitive Security to beneficial interest in a Restricted Global Security.    In connection with the Exchange of the Owner's Restricted Definitive Security for a beneficial interest in the: [CHECK ONE] o 144A Global Security or o Regulation S Global Security with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Global Securities and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

Signature:
Owner's Name:
	By:
	Name:
	Title:

Dated:

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LETTER OF TRANSMITTAL
CERTIFICATE B
EXCHANGE OF INTERESTS IN 6.875% NOTES DUE 2021

Wilmington Trust Company
Attention: Corporate Client Services
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1600

Tyco International Finance S.A.
58 Rue Charles Martel
L-2134 Luxembourg
Attention: The Managing Directors

Re: 6⁷/8% Notes due 2021

Ladies and Gentlemen,

        Reference is hereby made to the Indenture, dated as of June 9, 1998, among Tyco International Finance S.A., a Luxembourg company (the "Company"), Tyco International Ltd., a Bermuda company ("Tyco"), and Wilmington Trust Company, as successor trustee (the "Trustee") (as amended and supplemented, the "Indenture"). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                        , (the "Owner") owns and proposes to exchange the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $                in such Security or Securities or interest[s] (the "Exchange"). In connection with the Exchange, the Transferor hereby certifies that:

        1.     Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted Global Security for Unrestricted Definitive Securities or Beneficial Interests in an Unrestricted Global Security.

(a) ý    Check if Exchange is from beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security.    In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Securities and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Security is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

(b) o    Check if Exchange is from beneficial interest in a Restricted Global Security to Unrestricted Definitive Security.    In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Security for an Unrestricted Definitive Security in an equal principal amount, the Owner hereby certifies (i) the Definitive Security is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Securities and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Security is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

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(c) o    Check if Exchange is from Restricted Definitive Security to beneficial interest in an Unrestricted Global Security.    In connection with the Owner's Exchange of a Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Securities and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Security is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

(d) o    Check if Exchange is from Restricted Definitive Security to Unrestricted Definitive Security.    In connection with the Owner's Exchange of a Restricted Definitive Security for an Unrestricted Definitive Security, the Owner hereby certifies (i) the Unrestricted Definitive Security is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Securities and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Security is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

        2.     Exchange of Restricted Definitive Securities or Beneficial Interests in Restricted Global Securities for Restricted Definitive Securities or Beneficial Interests in Restricted Global Securities.

(a) o    Check if Exchange is from beneficial interest in a Restricted Global Security to Restricted Definitive Security.    In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Security for a Restricted Definitive Security with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Security is being acquired for the Owner's own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Security issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Security and in the Indenture and the Securities Act.

(b) o    Check if Exchange is from Restricted Definitive Security to beneficial interest in a Restricted Global Security.    In connection with the Exchange of the Owner's Restricted Definitive Security for a beneficial interest in the: [CHECK ONE] o 144A Global Security or o Regulation S Global Security with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Global Securities and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

Signature:
Owner's Name:
	By:
	Name:
	Title:

Dated:

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to the issuers the aggregate principal amount of outstanding notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the outstanding notes tendered herewith in accordance with the terms and conditions of the exchange offer (including, if the exchange offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, the issuers all right, title and interest in and to such outstanding notes as are being tendered hereby.

        The undersigned hereby irrevocably constitutes and appoints the exchange agent as the undersigned's true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the exchange agent also acts as the agent of the issuers, in connection with the exchange offer) to cause the outstanding notes to be assigned, transferred and exchanged, with full power of substitution (such power being deemed to be an irrevocable power coupled with an interest). The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the outstanding notes, and to acquire new notes issuable upon the exchange of such tendered outstanding notes, and that, when the same are accepted for exchange, the issuers will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim.

        The undersigned and any beneficial owner of the outstanding notes tendered hereby further represent and warrant that (i) the new notes acquired by the undersigned and any such beneficial owner of outstanding notes pursuant to the exchange offer are being acquired in the ordinary course of business, (ii) neither the undersigned nor any such beneficial owner has an arrangement or understanding with any person to participate in the distribution of the outstanding notes or new notes within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), (iii) if the undersigned or any such beneficial owner is not a broker-dealer, that neither the undersigned nor any such beneficial owner nor any such other person is engaging in or intends to engage in a distribution of such new notes, (iv) neither the undersigned nor any such other person is an "affiliate", as defined in Rule 405 promulgated under the Securities Act, of the either issuer or if the undersigned is an "affiliate," such person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and (v) if the undersigned or any such beneficial owner is a broker-dealer, that it will receive new notes for their own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities and that it must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, including the delivery of a prospectus in connection with any resale of such new notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned and each beneficial owner acknowledge and agree that any person who is an affiliate of the either issuer or who tenders in the exchange offer for the purpose of participating in a distribution of the new notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale transaction of the new notes acquired by such person and may not rely on the position of the staff of the Securities and Exchange Commission set forth in the no-action letters discussed in the prospectus under the caption "Description of the Exchange Offer—Consequences of Exchanging Outstanding Notes." The undersigned and each beneficial owner will, upon request, execute and deliver any additional documents deemed by the exchange agent or the issuers to be necessary or desirable to complete the sale, assignment and transfer of the outstanding notes tendered hereby. The undersigned has read and agreed to all the terms of the exchange offer.

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        For purposes of the exchange offer, the issuers shall be deemed to have accepted validly tendered outstanding notes when, as and if the issuers have given oral notice (confirmed in writing) or written notice thereof to the exchange agent.

        The undersigned will, upon request, execute and deliver any additional documents deemed by the issuers to be necessary or desirable to complete the sale, assignment and transfer of the outstanding notes tendered hereby. All authority conferred or agreed to be conferred in this letter of transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. The undersigned understands that tenders of outstanding notes pursuant to the procedures described under the caption "Procedures for Tendering Outstanding Notes" in the prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the issuers upon the terms and subject to the conditions of the exchange offer, subject only to withdrawal of such tenders on the terms set forth in the prospectus under the caption "Withdrawals of Tenders."

        For the book-entry delivery of outstanding notes, please credit the account(s) indicated above in the boxes entitled "Description of Outstanding 2019 Notes" and "Description of Outstanding 2021 Notes," maintained at the Book-Entry Transfer Facility.

BY SIGNING THIS LETTER OF TRANSMITTAL, SIGNING THE CERTIFICATE(S) FORMING A PART HEREOF AND COMPLETING THE BOXES ENTITLED "DESCRIPTION OF OUTSTANDING 2019 NOTES" AND "DESCRIPTION OF OUTSTANDING 2021 NOTES" ABOVE, AS APPLICABLE, THE UNDERSIGNED WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX ABOVE.

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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)

            To be completed ONLY if book-entry transfer of new notes are to be credited to an account other than as indicated above.

(Complete Substitute Form W-9)

            Credit new notes and unexchanged outstanding notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

(Book-Entry Transfer Facility
Account Number, if applicable)

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU THEREOF (TOGETHER WITH A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete Accompanying Substitute Form W-9)

Dated:     , 2008

ý		, 2008
ý		, 2008
Signature(s) of Owner	Date

Area Code and Telephone Number

            This letter of transmittal must be signed by the registered holder(s) exactly in whose name outstanding notes are registered on the books of the Book-Entry Transfer Facility or one of their participants, or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 3.

Name(s):
	(Please Print)
Capacity:
Address:
	(Including Zip Code)

SIGNATURE GUARANTEE
(If required by Instruction 3)

Signature(s) Guaranteed by
Eligible Institution:

Names: (Please Print)

Capacity (full title):

Address:
	(Including Zip Code)

Name of Firm:

Area Code and Telephone No.:

Tax Identification or Social Security No.:

Dated:     , 2008

14

TYCO INTERNATIONAL LTD.
TYCO INTERNATIONAL FINANCE S.A.

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF
THE EXCHANGE OFFER FOR

New $421,961,000 7.0% Notes due 2019
New $707,404,000 6.875% Notes due 2021

for

$421,961,000 7.0% Notes due 2019
$707,404,000 6.875% Notes due 2021

Fully and Unconditionally Guaranteed by
TYCO INTERNATIONAL LTD.
Pursuant to the prospectus, dated                , 2008

1.     Delivery of this Letter of Transmittal.

        This letter of transmittal is to be completed by tendering holders of outstanding notes if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the prospectus under "Description of the Exchange Offer—Book-Entry Transfers" but an Agent's Message is not delivered. Tenders may also be made by book-entry transfer and, in lieu of this letter of transmittal, delivery of an Agent's Message. The term "Agent's Message" means a message, transmitted by the Book-Entry Transfer Facility to and received by the exchange agent and forming a part of a book-entry confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by the letter of transmittal (including the certificates that form a part of this letter of transmittal) and that the issuers may enforce the letter of transmittal (including the certificates that form a part of this letter of transmittal) against such participant. A book-entry confirmation as well as a properly completed and duly executed letter of transmittal (or manually signed facsimile hereof or Agent's Message in lieu thereof) and any other documents required by this letter of transmittal, must be received by the exchange agent at the address set forth herein on or prior to the Expiration Date. Outstanding notes tendered hereby must be in minimum denominations of principal amount of $1,000 and integral multiples of $1,000 in excess thereof.

        Holders who tender their outstanding notes through DTC's ATOP procedures shall be bound by, but need not complete, this letter of transmittal; thus, a letter of transmittal need not accompany tenders effected through ATOP.

        Any financial institution that is a participant in DTC may electronically transmit their acceptance of the exchange offer by causing DTC to transfer outstanding notes in accordance with DTC's ATOP procedures for such transfer before the Expiration Date.

        Delivery of a letter of transmittal to DTC will not constitute valid delivery to the exchange agent. No letter of transmittal should be sent to the issuers or DTC.

        The method of delivery of this letter of transmittal, the outstanding notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the exchange agent. It is suggested that all mailings be made by registered mail, properly insured, with return receipt requested, and made sufficiently in

15

advance of the Expiration Date to permit delivery to the exchange agent prior to 5:00 p.m., New York City time, on the Expiration Date. No Letters of Transmittal or related documents should be sent directly to the issuers.

        See "Description of the Exchange Offer" in the prospectus.

2.     Delivery of the New Notes.

        New notes to be issued according to the terms of the exchange offer, if completed, will be delivered in book-entry form. The appropriate DTC participant name and number (along with any other required account information) needed to permit such delivery must be provided in the description of outstanding notes tables above. Failure to do so will render a tender of the outstanding notes defective.

3.     Signatures on This Letter of Transmittal; Note Powers and Endorsements; Guarantee of Signatures.

        If this letter of transmittal is signed by the registered holder(s) of the outstanding notes tendered hereby, the signature must correspond exactly with the name as written on the Book-Entry Transfer Facility's security position listing as the holder of such outstanding notes without alteration, enlargement or any change whatsoever.

        If any tendered outstanding notes are owned of record by two or more joint owners, all of such owners must sign this letter of transmittal.

        When this letter of transmittal is signed by the registered holder or holders of the outstanding notes specified herein and tendered hereby, no endorsements of certificates or separate written instrument or instruments of transfer or exchange are required. If, however, the outstanding notes are registered in the name of a person other than a signer of the letter of transmittal, written instrument or instruments of transfer or exchange must accompany the letter of transmittal, in satisfactory form as determined by the issuers in their sole discretion, duly executed by the registered national securities exchange with the signature thereon guaranteed by an Eligible Institution. An "Eligible Institution" is a firm which is a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.

        If this letter of transmittal is signed by a person or persons other than the registered holder or holders of outstanding notes, the letter of transmittal must be accompanied by appropriate powers of attorney signed exactly as the name or names of the registered holder or holders that appear on the outstanding notes.

        If this letter of transmittal or any other required documents or powers of attorneys are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the issuers, proper evidence satisfactory to the issuers of their authority to so act must be submitted with the letter of transmittal.

        Signatures on powers of attorneys required by this Instruction 3 must be guaranteed by an Eligible Institution.

        Signatures on this letter of transmittal need not be guaranteed by an Eligible Institution, provided the outstanding notes are tendered: (i) by a registered holder of outstanding notes (which term, for purposes of the exchange offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such outstanding notes) who has not

16

completed the box entitled "Special Issuance Instructions" on this letter of transmittal or (ii) for the account of an Eligible Institution.

4.     Special Issuance Instructions.

        Holders may indicate a Book-entry Transfer Facility account number for new notes to be credited that is different from that indicated as the account originally holding the outstanding notes. Holders tendering outstanding notes by book-entry transfer may request that outstanding notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such holder may designate hereon.

5.     Taxpayer Identification Number.

        United States federal income tax law generally requires that a tendering holder who is a U.S. person (including a U.S. resident alien) whose outstanding notes are accepted for exchange must provide the exchange agent with such holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9 below, which in the case of a tendering holder who is an individual is his or her Social Security number. If the exchange agent is not provided with the current TIN or an adequate basis for an exemption, reportable payments made to a tendering holder may be subject to backup withholding (currently at a rate of 28%) and a tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service. If withholding results in an overpayment of taxes, a refund may be obtained.

        Exempt holders of outstanding notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for additional instructions.

        To prevent backup withholding, each tendering holder of outstanding notes must provide their correct TIN by completing the Substitute Form W-9 set forth below, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) if so notified, the Internal Revenue Service has later notified the holder that such holder is no longer subject to backup withholding. If the tendering holder of outstanding notes is a nonresident alien or foreign entity not subject to backup withholding, such holder generally must give the exchange agent a completed Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (instead of a substitute Form W-9) certifying as to the holder's status as a foreign person. Such forms may be obtained from the exchange agent. If the outstanding notes are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Guidelines for information on which TIN to report. If such holder does not have a TIN, such holder should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part 3 of the Substitute Form W-9 and write "applied for" in lieu of their TIN. Note: Checking this box and writing "applied for" on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. Checking this box also requires that the holder complete the Certificate of Awaiting Taxpayer Identification Number attached to the Substitute Form W-9. Notwithstanding that the Certificate of Awaiting Taxpayer Identification Number is completed, reportable payments that are received by such holder generally may be subject to backup withholding unless the holder has furnished the exchange agent with their TIN by the time such payment is made.

17

        The information requested above should be directed to the exchange agent at the following address:

The exchange agent for the exchange offer is:

Wilmington Trust Company

By mail, hand delivery or overnight courier:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1600

By facsimile transmission
(for eligible institutions only)
Fax: 302-636-4139
Attention: Corporate Client Services

Confirm by telephone:
Tel: 302-636-6181

6.     Transfer Taxes.

        Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, new notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than on the exchange of outstanding notes in connection with the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

        Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the outstanding notes specified in this letter of transmittal.

7.     Waiver of Conditions.

        The issuers reserve the absolute right to waive, in whole or in part, any defects or irregularities or conditions of the exchange offer as to any particular outstanding note either before or after the Expiration Date (including the right to waive the ineligibility of any holder who seeks to tender outstanding notes in the exchange offer).

8.     No Conditional Tenders.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of outstanding notes, by execution of this letter of transmittal or an Agent's Message in lieu thereof, shall waive any right to receive notice of the acceptance of their outstanding notes for exchange.

        None of the issuers, the exchange agent or any other person shall be obligated to give notice of any defect or irregularity with respect to any tender of outstanding notes.

9.     Withdrawal Rights.

        Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

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        For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at the address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must: (i) specify the name of the person having tendered the outstanding notes to be withdrawn (the "Depositor") and (ii) identify the outstanding notes to be withdrawn (including the principal amount of such outstanding notes). Any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of such facility. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the issuers, whose determination shall be final and binding on all parties. None of the issuers, any affiliates or assigns of the issuers, the exchange agent or any other person shall be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any outstanding notes that have been tendered for exchange but which are not exchanged for any reason will be credited to an account maintained with the Book-Entry Transfer Facility for the outstanding notes, pursuant to the book-entry transfer procedures set forth in the prospectus under "Description of the Exchange Offer—Book-Entry Transfers," as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

10.   Requests for Assistance or Additional Copies.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the prospectus and this letter of transmittal, and requests for other related documents may be directed to the exchange agent at the address and telephone number set forth above.

19

TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)

Payer's Name:
SUBSTITUTE Form W-9	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number OR Employer Identification Number
	Part 2—Certification—Under penalties of perjury, I certify that: (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); and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or after being so notified, the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. citizen or other U.S. person.
Payer's Request for Taxpayer Identification Number ("TIN")	Certification Instructions—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received 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:	Date:
Name:
Address:

(Please Print)

NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% ON ANY PAYMENTS MADE TO YOU. 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.

20

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

            I certify under penalties 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 to the exchange agent, 28% of all reportable payments made to me thereafter may be withheld.

Signature: Date: , 2008

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER FOR NEW $421,961,000 7.0% NOTES DUE 2019 AND NEW $707,404,000 6.875% NOTES DUE 2021 FOR OUTSTANDING $421,961,000 7.0% NOTES DUE 2019 AND OUTSTANDING $707,404,000 6.875% NOTES DUE 2021.

21

EX-99.2

TYCO INTERNATIONAL LTD.
TYCO INTERNATIONAL FINANCE S.A.

Offer to Exchange
New $421,961,000 7.0% Notes due 2019
New $707,404,000 6.875% Notes due 2021

for

$421,961,000 7.0% Notes due 2019
$707,404,000 6.875% Notes due 2021

Fully and Unconditionally Guaranteed by
TYCO INTERNATIONAL LTD.
Pursuant to the prospectus, dated                        , 2008

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

        Tyco International Ltd. and Tyco International Finance S.A. (the "issuers") are offering, upon the terms and subject to the conditions set forth in the prospectus dated                                     , 2008 (the "prospectus") and the accompanying letter of transmittal enclosed herewith (which together constitute the "exchange offer"), to (i) exchange their 7.0% Notes due 2019, fully and unconditionally guaranteed by Tyco, which have been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "new 2019 notes"), for an equal aggregate principal amount of their outstanding 7.0% Notes due 2019 (the "outstanding 2019 notes"), fully and unconditionally guaranteed by Tyco and (ii) exchange their 6.875% Notes due 2021, fully and unconditionally guaranteed by Tyco, which have been registered under the Securities Act (the "new 2021 notes" and, together with the new 2019 notes, the "new notes")) for an equal aggregate principal amount of their outstanding 6.875% Notes due 2021 (the "outstanding 2021 notes" and, together with the outstanding 2019 notes, the "outstanding notes"), fully and unconditionally guaranteed by Tyco.

        The terms of the new notes are identical in all material respects to the terms of the outstanding notes, except the new notes will not contain transfer restrictions and holders of new notes will no longer have any registration rights and we will not be obligated to pay additional interest as described in the exchange and registration rights agreement as discussed in the prospectus.

        THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CUSTOMARY CONDITIONS. SEE "THE EXCHANGE OFFER—CONDITIONS TO THE EXCHANGE OFFER" IN THE PROSPECTUS.

        We are requesting that you contact your clients for whom you hold outstanding notes regarding the exchange offer. For your information, and for forwarding to your clients for whom you hold outstanding notes registered in your name or in the name of your nominee, or who hold outstanding notes registered in their own names, we are enclosing copies of the following documents:

1.

Prospectus dated                        , 2008;



2.

A letter of transmittal relating to the outstanding notes for your use and for the information of your clients;



3.

A form of letter which may be sent to your clients for whose account you hold outstanding notes registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions with regard to the exchange offer; and



4.

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

Your prompt action is requested. The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2008, unless extended by the issuers (the "Expiration Date"). Outstanding notes tendered pursuant to the exchange offer may be withdrawn at any time before the Expiration Date.

        To participate in the exchange offer, a duly executed and properly completed letter of transmittal relating to the outstanding notes (or facsimile thereof or agent's message in lieu thereof), with any required signature guarantees and any other required documents, should be sent to the exchange agent and a timely confirmation of a book-entry transfer of such outstanding notes should be delivered to the exchange agent, all in accordance with the instructions set forth in the letter of transmittal and the prospectus.

        The exchange offer is not being made to, nor will tenders be accepted from or on behalf of, holders of outstanding notes residing in any jurisdiction in which the making of the exchange offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

        The issuers will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the prospectus and the related documents to the beneficial owners of outstanding notes held by them as nominee or in a fiduciary capacity. The issuers will not make any payments to brokers, dealers, or others soliciting acceptances of the exchange offer. Holders of outstanding notes will not be obligated to pay or cause to be paid all stock transfer taxes applicable to the exchange of outstanding notes pursuant to the exchange offer.

        Any inquiries you may have with respect to the exchange offer, or requests for additional copies of the enclosed materials, should be directed to Wilmington Trust Company, the exchange agent for the exchange offer, at their address and telephone number set forth on the front of the letter of transmittal.

Very truly yours,

TYCO INTERNATIONAL LTD.
TYCO INTERNATIONAL FINANCE S.A.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

2

EX-99.3

TYCO INTERNATIONAL LTD.
TYCO INTERNATIONAL FINANCE S.A.

Offer to Exchange

New $421,961,000 7.0% Notes due 2019
New $707,404,000 6.875% Notes due 2021

for

$421,961,000 7.0% Notes due 2019
$707,404,000 6.875% Notes due 2021

Fully and Unconditionally Guaranteed by
TYCO INTERNATIONAL LTD.
Pursuant to the prospectus, dated                        , 2008

To Our Clients:

        Enclosed for your consideration is a prospectus dated                        , 2008 (the "prospectus") and a letter of transmittal (which together constitute the "exchange offer") relating to the offer by Tyco International Ltd. ("Tyco") and Tyco International Finance S.A. ("TIFSA" and, collectively with Tyco, the "issuers") to (i) exchange their 7.0% Notes due 2019, fully and unconditionally guaranteed by Tyco, which have been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "new 2019 notes"), for an equal aggregate principal amount of their outstanding 7.0% Notes due 2019 (the "outstanding 2019 notes"), fully and unconditionally guaranteed by Tyco and (ii) exchange their 6.875% Notes due 2021, fully and unconditionally guaranteed by Tyco, which have been registered under the Securities Act (the "new 2021 notes" and, together with the new 2019 notes, the "new notes")) for an equal aggregate principal amount of their outstanding 6.875% Notes due 2021 (the "outstanding 2021 notes" and, together with the outstanding 2019 notes, the "outstanding notes"), fully and unconditionally guaranteed by Tyco. As set forth in the prospectus, the terms of the new notes are identical in all material respects to the terms of the outstanding notes, except the new notes will not contain transfer restrictions and holders of new notes will no longer have any registration rights and the issuers will not be obligated to pay additional interest as described in the exchange and registration rights agreement as discussed in the prospectus.

        The enclosed material is being forwarded to you as the beneficial owner of the outstanding notes held by us for your account or benefit but not registered in your name. An exchange of such outstanding notes may only be made by us as the holder of record and pursuant to your instructions. Therefore, we urge beneficial owners of outstanding notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such holder promptly if they wish to exchange outstanding notes in the exchange offer.

        Accordingly, we request instructions as to whether you wish us to exchange any or all such outstanding notes held by us for your account or benefit, pursuant to the terms and conditions set forth in the enclosed prospectus and letter of transmittal. We urge you to read carefully the prospectus and letter of transmittal before instructing us to exchange your outstanding notes.

        Your instructions should be forwarded to us as promptly as possible in order to permit us to exchange the outstanding notes on your behalf in accordance with the provisions of the exchange offer. The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2008 (the "Expiration Date"), unless extended by the issuers. Any outstanding notes tendered pursuant to the exchange offer may be withdrawn at any time before the Expiration Date.

        Your attention is directed to the following:

1.

The exchange offer is for any and all outstanding notes.



2.

The exchange offer is subject to certain conditions set forth in the prospectus in the section captioned "The exchange offer—Conditions to the Exchange Offer".



3.

Subject to the terms and conditions in the prospectus and the letter of transmittal, any transfer taxes incident to the transfer of outstanding notes from the holder of outstanding notes to the issuers will be paid by the issuers.



4.

The exchange offer expires at 5:00 p.m., New York City time, on                        , 2008, unless extended by the issuers.

        If you wish to have us tender any or all of your outstanding notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the attached instruction form. The letter of transmittal is furnished to you for information only and may not be used directly by you to exchange outstanding notes held by us and registered in our name for your account or benefit.

INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

        The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the exchange offer made by Tyco International Ltd. and Tyco International Finance S.A. with respect to their outstanding notes.

        This will instruct you to tender for exchange the aggregate principal amount of outstanding notes held by you for the account or benefit of the undersigned, pursuant to the terms and conditions set forth in the prospectus and the letter of transmittal.

        The undersigned expressly agrees to be bound by the enclosed letter of transmittal and that such letter of transmittal may be enforced against the undersigned.

2

        Please tender the outstanding 2019 notes held by you for my account as indicated below:

	Aggregate Principal Amount of Outstanding 2019 Notes
7.0% Notes due 2019	$
o Please do not tender any outstanding 2019 notes held by you for my account.
Dated:                                     , 2008
	Signature(s)
	Please print name(s) here
	Address(es)
	Area Code and Telephone Number
	Tax Identification or Social Security No(s).

        None of the outstanding notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the outstanding notes held by us for your account.

3

        Please tender the outstanding 2021 notes held by you for my account as indicated below:

	Aggregate Principal Amount of Outstanding 2021 Notes
6.875% Notes due 2021	$
o Please do not tender any outstanding 2021 notes held by you for my account.
Dated:                                     , 2008
	Signature(s)
	Please print name(s) here
	Address(es)
	Area Code and Telephone Number
	Tax Identification or Social Security No(s).

        None of the outstanding notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the outstanding notes held by us for your account.

4

EX-99.4

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

Guidelines for Determining the Proper Identification Number to Give the Payer—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 payer.

For this type of account:	Give the SOCIAL SECURITY number of:
1.  Individual	The individual
2.  Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)
3.  Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)
4.  a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee (1)
b. So-called trust account that is not a legal or valid trust under state law	The actual owner (1)
5.  Sole proprietorship or single-owner LLC that is a disregarded entity for tax purposes	The owner (3)
6.  Sole proprietorship or single-owner LLC that is a disregarded entity for tax purposes	The Owner (3)
7.  A valid trust, estate, or pension trust	The legal entity (4)
For this type of account:	Give the EMPLOYER IDENTIFICATION number of:
8.  Corporate or LLC electing corporate status for tax purposes on Form 8832	The corporation
9.  Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.  Partnership or multi-member LLC treated as a partnership for tax purposes	The partnership or LLC
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. If only one person on a joint account has a Social Security number, that person's number must be furnished.

(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 Social Security number or employer identification number (if you have one).

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

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

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

How to Obtain a TIN

          If you do not have a taxpayer identification number or you do not know your number, you should apply for one immediately. Obtain Form SS-5, Application for a Social Security Card (for individuals), at the local office of the Social Security Administration, online at www.ssa.gov, or by calling 1-800-772-1213; or Form SS-4, Application for Employer Identification Number (for business and other entities), or Form W-7, Application for IRS Individual Taxpayer Identification Number (for certain resident aliens), at the local office of the Internal Revenue Service, from the IRS Web Site at www.irs.gov, or by calling 1-800-TAX-FORM (1-800-829-3676).

          If you return the Substitute Form W-9 with the "Awaiting TIN" box checked in Part 3, you must provide the payer with a Certificate of Awaiting Taxpayer Identification Number. If you do not provide the TIN by the date of payment, 28% of all reportable payments may be withheld.

As soon as you receive your TIN, complete another Substitute Form W-9, include your TIN, sign and date the form, and give it to the payer.

          You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to a payer, you must cross out item 2 in the certification before signing the form.

Payees Exempt from Backup Withholding

          Payees specifically exempted from backup withholding on certain payments by the payer include the following:

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A corporation.



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A financial institution.



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An organization exempt from tax under section 501(a)(1), 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).

(1)

All "section" references are to the Internal Revenue code of 1986, as amended.

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The United States or any agency or instrumentality thereof.

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

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

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An international organization or any agency or instrumentality thereof.

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

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A real estate investment trust.

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

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

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A foreign central bank of issue.

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A futures commission merchant registered with the Commodity Futures Trading Commission.

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A middleman known in the investment community as a nominee or custodian.

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A trust exempt from tax under section 664 or described in section 4947.

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

          Exempt payees described above should file Substitute Form W-9 to avoid possible erroneous backup withholding. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM IN PART 2, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.

          Payments that are not subject to information reporting also are not subject to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N and the regulations thereunder.

Privacy Act Notice

          Section 6109 requires most recipients of dividend, interest, or other payments to give their correct TIN to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of tax returns. The IRS also may provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. The IRS also may disclose this information to other countries under a tax treaty, or to federal and state agencies to enforce federal nontax criminal laws and to combat terrorism. You must provide your taxpayer identification number whether or not you are required to file a tax return. Payers generally must withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties also may apply.

Penalties

(1)

Failure to furnish TIN.    If you fail to furnish your correct taxpayer identification number to a payer, 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 information with respect to withholding.    If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a penalty of $500.

(3)

Criminal penalty for falsifying information.    Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4)

Misuse of TINs.    If the payer discloses or uses taxpayer identification numbers in violation of federal law, the payer may be subject to civil and criminal penalties.

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