8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2007

TYCO INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in its Charter)

Bermuda	98-0390500
(Jurisdiction of Incorporation)	(IRS Employer Identification Number)

001-13836
(Commission File Number)

Second Floor, 90 Pitts Bay Road
Pembroke, HM 08, Bermuda
(Address of Principal Executive Offices, including Zip Code)

441-292-8674
(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

Agreements with Covidien and Tyco Electronics

On June 29, 2007, Tyco International Ltd. (“Tyco”) entered into a Separation and Distribution Agreement with Covidien Ltd. (“Covidien”) and Tyco Electronics Ltd. (“Tyco Electronics”) to effect the spin-offs of Covidien and Tyco Electronics and provide a framework for Tyco’s relationship with those companies after the spin-offs. These agreements govern the relationships among Covidien, Tyco Electronics and Tyco subsequent to the completion of the spin-offs and provide for the allocation among Covidien, Tyco Electronics and Tyco of Tyco’s assets, liabilities and obligations attributable to periods prior to the spin-offs. In addition to the Separation and Distribution Agreement, which contains many of the key provisions related to the spin-offs of Covidien and Tyco Electronics and the distribution of their common shares to Tyco’s shareholders, the parties also entered into a Tax Sharing Agreement on June 29, 2007.

The description of the Separation and Distribution Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Separation and Distribution Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.  The description of the Tax Sharing Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Tax Sharing Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Separation and Distribution Agreement

The Separation and Distribution Agreement sets forth Tyco’s agreements with Covidien and Tyco Electronics regarding the principal transactions necessary for the spin-offs of those companies. It also sets forth other agreements that govern certain aspects of Tyco’s relationship with Covidien and Tyco Electronics after the completion of the spin-offs.

Transfer of Assets and Assumption of Liabilities

The Separation and Distribution Agreement identifies assets to be transferred, liabilities to be assumed and contracts to be assigned to each of Covidien, Tyco Electronics and as part of the separation into three companies, and describes when and how these transfers, assumptions and assignments will occur, although many of the transfers, assumptions and assignments have already occurred prior to the parties’ entering into the Separation and Distribution Agreement. In particular, the Separation and Distribution Agreement provides that, subject to the terms and conditions contained in the Separation and Distribution Agreement:

·All of the assets and liabilities primarily related to Covidien’s business—the business and operations of Tyco’s healthcare segment—will be retained by or transferred to Covidien.

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·All of the assets and liabilities primarily related to Tyco Electronics’ business—the business and operations of Tyco’s electronics segment—will be retained by or transferred to Tyco Electronics.

·All of the assets and liabilities primarily related to the business and operations of Tyco’s fire and security and engineered products and services segments will be retained by or transferred to Tyco.

·Liabilities related to, arising out of or resulting from each of Tyco’s previously terminated or divested businesses that are not sufficiently associated with the current business of any of the parties are allocated to specific parties. Liabilities related to, arising out of or resulting from the Plastics, Adhesives and Ludlow Coated Products business, as well as the A&E business, which were previously divested by Tyco, are allocated to Covidien.

·Each party will assume or retain any liabilities relating to its employees in respect of the period prior to, on or following June 29, 2007.

·Each party or one of its subsidiaries will assume or retain any liabilities relating to any of its or its subsidiaries’ or controlled affiliates’ indebtedness, regardless of the issuer of such indebtedness, exclusively relating to its business or secured exclusively by its assets.

·Tyco will assume 27%, Covidien will assume 42% and Tyco Electronics will assume 31% of certain of Historical Tyco’s contingent and other corporate liabilities, which include securities litigation, certain legacy tax contingencies and any actions with respect to the spin-offs or the distributions made or brought by any third party. Any amounts relating to these contingent and other corporate liabilities paid to Tyco after the spin-offs that are subject to the allocation provisions of the Separation and Distribution Agreement will be shared among Tyco, Covidien and Tyco Electronics pursuant to the same allocation ratio. Under the Separation and Distribution Agreement, Tyco, Tyco Electronics and Covidien will be jointly and severally liable for amounts relating to the class action settlement.

·Subject to certain limitations, Tyco will be responsible for finalizing the settlement agreement entered into on May 14, 2007 and applying to the court for approval of the settlement agreement and will have the right to control the defense and settlement of any other litigation related to the shared contingent and other corporate liabilities referred to above. All costs and expenses that Tyco incurs in connection with the defense of such litigation, other than the amount of any judgment or settlement, which will be allocated in the manner described above, will be borne equally by Covidien, Tyco Electronics and Tyco.

·Tyco will retain control of and bear all costs of currently pending litigation between Tyco and members of Tyco’s former senior management. In order to align the management of contingent liabilities and contingent assets relating to members of Tyco’s former senior management, any amounts paid to Tyco after the spin-offs as a result of this litigation, and any liability arising from pending counterclaims brought by Tyco’s former senior management, will be retained by Tyco and will not be allocated to either Covidien or Tyco Electronics. The

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proceeds of such litigation, net of attorney’s fees, will be shared with the certified class in accordance with the 50% sharing provision of the class action settlement.

·Covidien will be entitled to 42% and Tyco Electronics will be entitled to 31% of certain of Tyco’s contingent corporate assets, which are not primarily related to the business of Covidien, Tyco Electronics or Tyco’s fire and security and engineered products and services businesses and which are not specifically assigned to Covidien, Tyco Electronics or Tyco, although Tyco expects any such contingent assets to consist only of currently unknown assets and not to be material.

·Except as otherwise provided in the Separation and Distribution Agreement or any ancillary agreement, other than the costs and expenses relating to the issuance of debt or debt-related securities by any party or its subsidiaries (the costs and expenses of which are expected to be the responsibility of such party), the corporate costs and expenses incurred after the distribution date relating to the spin-offs will be borne by the party incurring such expenses.

The majority of Tyco’s assets and liabilities directly relate to individual businesses and will be assigned or allocated accordingly. Certain litigation and tax contingencies are considered to be obligations of all of Tyco’s businesses, best managed centrally, and appropriately shared among Tyco, Covidien and Tyco Electronics through pre-determined, fixed percentages. The primary consideration for determining those fixed percentages was each entity’s ability to pay, in order to reduce the probability that any settlement of contingencies would disproportionately impact an individual company’s financial condition.

In preparing to spin-off Covidien and in developing the assignment of Tyco’s assets and liabilities, Tyco considered a number of factors including familiarity with the allocated asset or liability, the ability to operate the asset or discharge a liability, the efficiencies achieved though the allocation methodologies, corporate structure, future capital structure and operating plans, and targeted debt levels. On the basis of these considerations, Covidien has been assigned the assets, liabilities and legal entities which comprised the former Plastics, Adhesives and Ludlow Coated Products business, as well as the A&E Products business.

Except as may expressly be set forth in the Separation and Distribution Agreement or any ancillary agreement, all assets will be transferred on an “as is,” “where is” basis and the respective transferees will bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good title, free and clear of any security interest, that any necessary consents or governmental approvals are not obtained and that any requirements of laws or judgments are not complied with.

Further Assurances

To the extent that any transfers contemplated by the Separation and Distribution Agreement have not been consummated on or prior to the distribution date, the parties will agree to cooperate to effect such transfers as promptly as practicable. In addition, each of the parties will agree to cooperate with each other and use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under

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applicable law or contractual obligations to consummate and make effective the transactions contemplated by the Separation and Distribution Agreement and any ancillary agreements.

The Distributions

The Separation and Distribution Agreement also governs the rights and obligations of the parties regarding the distributions. Each of Covidien and Tyco Electronics  distributed to Tyco as a share dividend the number of such party’s common shares distributable to effectuate the applicable spin-off. On June 29, 2007, Tyco caused their agent to distribute to their shareholders that held their common shares as of June 18, 2007, all the common shares of the company being separated.

Releases and Indemnification

Except as otherwise provided in the Separation and Distribution Agreement or any ancillary agreement, each party will release and forever discharge each other party and its respective subsidiaries and affiliates from all liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the spin-offs. The releases will not extend to obligations or liabilities under any agreements between the parties that remain in effect following the spin-offs pursuant to the Separation and Distribution Agreement or any ancillary agreement or to ordinary course trade payables and receivables.

In addition, the Separation and Distribution Agreement provides for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of Tyco’s business with Tyco and financial responsibility for the obligations and liabilities of Covidien’s business and Tyco Electronics’ business with Covidien and Tyco Electronics, respectively. Specifically, each party will, and will cause its subsidiaries and affiliates to, indemnify, defend and hold harmless the other parties, their respective affiliates and subsidiaries and each of their respective officers, directors, employees and agents for any losses arising out of or otherwise in connection with:

·the liabilities each such party assumed or retained pursuant to the Separation and Distribution Agreement; and

·any breach by such party of the Separation and Distribution Agreement.

Legal Matters

Each party to the Separation and Distribution Agreement will assume the liability for, and control of, all pending and threatened legal matters related to its own business or assumed or retained liabilities and will indemnify the other parties for any liability arising out of or resulting from such assumed legal matters.

Each party to a claim will agree to cooperate in defending any claims against two or more parties for events that took place prior to, on or after the date of the spin-off of such party from Tyco.

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Tyco initially will act as managing party and manage and assume control of all legal matters related to any assumed Tyco contingent liability or Tyco contingent asset, including settlement of such legal matters. In the event of Tyco’s bankruptcy or insolvency, Covidien will become the managing party. In addition, in the event of a change in control of the managing party, a change in the chief executive officer of the managing party or a change in the majority of the board of directors of the managing party, the managing party may be changed by the vote of two of the three parties to the Separation and Distribution Agreement. Moreover, on an annual basis the parties to the Separation and Distribution Agreement will determine whether or not to change the managing party and the vote of two of the three parties will be sufficient to effect such change. Each of Tyco, Covidien and Tyco Electronics will cooperate fully with the applicable managing party in connection with the management of such assets and liabilities. All costs and expenses related thereto shall be shared equally by these three parties. If any party defaults in payment of its portion of any assumed Tyco contingent liability or the cost of managing any Tyco contingent asset, each non-defaulting party will be responsible for an equal portion of the amount in default together with any other non-defaulting party, although any such payments will not release the obligation of the defaulting party.

Employee Matters

The Separation and Distribution Agreement allocates liabilities and responsibilities relating to employee compensation and benefit plans and programs and other related matters in connection with the spin-offs, including the treatment of certain outstanding and long-term incentive awards, existing deferred compensation obligations and certain retirement and welfare benefit obligations. The Separation and Distribution Agreement also provides that Tyco’s outstanding share options and restricted share unit awards will be adjusted equitably in connection with each distribution.

Insurance

The Separation and Distribution Agreement provides for the rights of the parties to report claims under existing insurance policies written by non-affiliates of Tyco for occurrences prior to each spin-off and set forth procedures for the administration of insured claims. In addition, the Separation and Distribution Agreement will allocate among the parties the right to insurance policy proceeds based on reported claims and the obligations to incur deductibles under certain insurance policies. The Separation and Distribution Agreement provides that Tyco will continue to own and operate White Mountain and Mountainbran, Tyco’s captive insurance companies, and Covidien and Tyco Electronics will continue their rights as policyholders with respect to existing policies written by those companies for their benefit. The Separation and Distribution Agreement also provides that Tyco will obtain, subject to the terms of the Separation and Distribution Agreement, certain executive risk insurance policies, namely directors and officers policies and fiduciary and employment practices policies, to apply against certain pre-separation claims, if any.

Tyco maintains a variety of global commercial insurance programs with non-affiliates of Tyco. All of these programs are subject to the policies, terms and conditions, policy limits and deductibles of the policies. The facts and circumstances of each pre-separation claim will govern the determination of whether the occurrence is covered by existing insurance policies written by non-affiliates of Tyco or Tyco’s affiliated, captive insurance companies, White Mountain or

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Mountainbran, or alternatively, is not covered by any insurance policy existing as of the date of the separation.

Dispute Resolution

In the event of any dispute arising out of the Separation and Distribution Agreement, the general counsels of the parties and such other representatives as the parties designate will negotiate to resolve any disputes among the parties. If the parties are unable to resolve the dispute in this manner within 45 days then, unless agreed otherwise by the parties, the parties will submit the dispute to mediation for an additional period of 30 days. If the parties are unable to resolve the dispute in this manner, until certain litigation related to shared contingent liabilities is finally resolved, the dispute will be resolved through binding arbitration and in all matters involving only claims for monetary damages the parties will be required to each submit a proposal and the arbitrators shall be limited to awarding only one of the proposals submitted. Following resolution of such shared contingent liabilities, the parties will not be bound to arbitrate and may elect to resolve any disputes by litigation.

Other Matters Governed by the Separation and Distribution Agreement

Other matters governed by the Separation and Distribution Agreement include access to financial and other information, intellectual property, confidentiality, access to and provision of records and treatment of outstanding guarantees and similar credit support.

Tax Sharing Agreement

Prior the spin-offs of Covidien and Tyco Electronics from Tyco, Tyco has entered into a Tax Sharing Agreement with Covidien and Tyco Electronics that generally governs Covidien’s, Tyco Electronics’ and Tyco’s respective rights, responsibilities, and obligations after the distribution with respect to taxes, including ordinary course of business taxes and taxes, if any, incurred as a result of any failure of the distribution of all of the shares of Covidien or Tyco Electronics to qualify as a tax-free distribution for U.S. federal income tax purposes within the meaning of Section 355 of the Code or certain internal transactions undertaken in anticipation of the spin-offs to qualify for tax-favored treatment under the Code.

Under the Tax Sharing Agreement, with certain exceptions, Tyco will generally be responsible for the payment of:

·all taxes attributable to Tyco or its subsidiaries that are reported on tax returns for tax periods ending on or before the date of the distribution, all taxes attributable to Tyco or its subsidiaries reported on any income tax returns filed by Covidien, Tyco Electronics or Tyco for tax periods that straddle the date of the distribution, and all taxes attributable to Tyco or its subsidiaries reported on tax returns for periods beginning after the date of the distribution;

·any non-U.S. income taxes and other non-income taxes resulting from a tax audit to the extent such taxes are attributable to Tyco and its subsidiaries;

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·for periods or portions thereof ending on or before the date of the distribution, 27% of any additional:

·   U.S. income taxes that are required to be paid to a U.S. tax authority as a result of a U.S. tax audit of Covidien’s, Tyco Electronics’ or Tyco’s subsidiaries’ income tax returns;

·   non-U.S. income taxes that are required to be paid to a tax authority as a result of a tax audit of Covidien’s, Tyco Electronics’ or Tyco’s subsidiaries’ income tax returns but only to the extent that such taxes are attributable to adjustments to intercompany transactions or similar adjustments; and

·27% of any taxes arising from a failure of the distribution of all of the stock of Covidien or Tyco Electronics, or any internal transaction undertaken in anticipation of the spin-offs, to qualify for tax-free or tax-favored treatment under the Code, as the case may be, unless such taxes result from either an action or failure to act on Tyco’s part, in which case Tyco will be responsible for all of such taxes or an action or failure to act on the part of Covidien or Tyco Electronics, in which case Covidien or Tyco Electronics, as applicable, will be responsible for all such taxes.

The Tax Sharing Agreement also contains restrictions on Tyco’s, Covidien’s and Tyco Electronics’ ability to take actions that could cause the distribution or certain internal transactions undertaken in anticipation of the spin-offs to fail to qualify as tax-free or tax-favored transactions, as the case may be, including entering into, approving or allowing any transaction that results in a change in ownership of more than 35% of Tyco’s common shares, a redemption of equity securities, a sale or other disposition of a substantial portion of Tyco’s assets, an acquisition of a business or assets with equity securities to the extent one or more persons would acquire 35% or more of Tyco’s common shares, or engaging in certain internal transactions. These restrictions apply for the two-year period after the distributions, unless the responsible party obtains the consent of the other parties or obtains a private letter ruling from the Internal Revenue Service or an unqualified opinion of a nationally recognized law firm that such action will not cause the distribution or the internal transactions undertaken in anticipation of the spin-offs to fail to qualify as tax-favored transactions and such letter ruling or opinion, as the case may be, is acceptable to the parties. Moreover, the Tax Sharing Agreement generally provides that a party thereto is responsible for any taxes imposed on any other party thereto as a result of the failure of the distribution or the internal transactions to qualify as tax-favored transactions under the Code if such failure is attributable to certain post-distribution actions taken by or in respect of the responsible party or its shareholders, regardless of whether the actions occur more than two years after the distribution, the other parties consent to such actions or the responsible party obtains a favorable letter ruling or tax opinion. In addition, it will set forth the respective rights, responsibilities, and obligations among Tyco, Covidien and Tyco Electronics with respect to the filing of tax returns, the administration of tax contests, assistance and cooperation, and other tax matters. Specifically, in regards to a U.S. income tax audit, Tyco will administer the tax audit and control its settlement in Tyco’s sole discretion. The other parties to the Tax Sharing Agreement will only be able to remove Tyco as the controlling party under limited circumstances, including a change in control or bankruptcy of Tyco or by a majority vote of the parties on or after the second anniversary of the distribution. In regards to any other tax audit, the

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party or its subsidiary that is subject to the tax audit will administer the tax audit and control its settlement in its sole discretion.

Item 1.02Termination of Material Definitive Agreements.

On June 29, 2007, Tyco entered into Guarantor Assumption Agreements pursuant to which it assigned to Tyco Electronics or Covidien, respectively, all of its right, title, interest, obligations and duties under the:

1.364-day Senior Bridge Loan Agreement dated as of April 25, 2007 among Tyco, Tyco International Group S.A., Tyco Electronics Group, S.A., Tyco Electronics, the lenders party thereto and Bank of America, N.A., as administrative agent for such lenders;

2.     Amendment No. 1 to 364-day Senior Bridge Loan Agreement, dated as of May 25, 2007, among Tyco International Group S.A., Tyco International Ltd., Tyco Electronics Group S.A., Tyco Electronics Ltd., the Lenders party thereto, and Bank of America, N.A. as Administrative Agent;

3.Five-Year Senior Credit Agreement dated as of April 25, 2007 among Tyco, Tyco International Group S.A., Tyco Electronics Group, S.A., Tyco Electronics, the lenders party thereto and Bank of America, N.A., as administrative agent for such lenders;

4.364-day Senior Bridge Loan Agreement dated as of April 25, 2007 among Tyco, Tyco International Group S.A., Covidien International Finance S.A. and Covidien, the lenders party thereto and Citibank, N.A., as administrative agent for such lenders;

5.     Amendment No. 1 to 364-day Senior Bridge Loan Agreement, dated as of May 25, 2007, among Tyco International Group S.A., Tyco International Ltd., Covidien International Finance S.A., Covidien Ltd., the Lenders party thereto, and Citibank, N.A. as Administrative Agent; and

6.Five-Year Senior Credit Agreement dated as of April 25, 2007 among Tyco, Tyco International Group S.A., Covidien International Finance, S.A., Covidien Ltd., the lenders party thereto and Citibank, N.A., as administrative agent for such lenders (as amended, supplemented or otherwise modified from time to time, collectively, the “Credit Agreements”)

The obligations and duties of Tyco under the Credit Agreements were assigned in connection with Tyco’s previously announced plan to distribute common shares of Covidien and Tyco Electronics to the shareholders of Tyco.  A summary of certain important features of the Credit Agreements can be found in Tyco’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2007, and is incorporated by reference into this item.  The description of the Guarantor Assumption Agreements set forth under this Item 1.02 is qualified in its entirety by reference to the complete terms and conditions of such agreements, which are filed as Exhibits 10.2, 10.3, 10.4 and 10.5 hereto and are incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 29, 2007, Tyco completed the separation of Covidien and Tyco Electronics, formerly Tyco’s healthcare and electronics businesses into separate, publicly-traded companies (“spin-offs”). 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. Tyco shareholders will receive cash in lieu of fractional shares for amounts of less than one Covidien or Tyco Electronics common share.  The Distribution was structured to be tax-free to Tyco shareholders except to the extent of cash received in lieu of fractional shares.

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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Issuance of Founders’ Grant to Officers

On July 2 2007,  Tyco granted equity compensation (the “Founders’ Grant”) under the 2004 Stock and Incentive Plan to certain executive officers, including its Chairman and Chief Executive Officer and its Chief Financial Officer.  The Founders’ Grant was issued in the form of non-qualified stock options, restricted stock units and performance share units.

·The stock options vest pro-rata over four years beginning on July 2, 2008.  The exercise price of the options is equal to the closing price per share of Tyco’s common shares on the grant date as reported by the New York Stock Exchange.

·The restricted stock units vest in three equal annual installments beginning on the July 2, 2009.  Restricted stock units are credited with dividend equivalent units when Tyco distributes dividends. Dividend equivalent units are subject to the same vesting schedule as restricted stock units and are settled in common shares upon vesting.

·The performance goal of the performance share units is based on Tyco’s three-year annualized Total Shareholder Return (“TSR”) as compared to the TSR of all companies in the S&P 500 Industrials Index.  The actual number of performance share units that a recipient can earn ranges from 0 to 200 percent of target.  The number of performance share units earned will be determined following the end of the performance period on June 30, 2010.  The value of the award will depend on the number of units earned and Tyco's stock price on the date the shares are delivered following the end of the performance period.

The stock option, restricted stock unit and performance share unit awards are subject to additional terms and conditions that are contained in the forms of award agreements attached hereto as Exhibits 10.6, 10.7 and 10.8, respectively, and are incorporated herein by reference. The foregoing summary of the awards is qualified in its entirety by reference to Exhibits 10.6, 10.7 and 10.8.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 29, 2007, the bye-laws of Tyco were amended to effect the reverse share split of Tyco’s common shares authorized by the shareholders of Tyco on March 8, 2007.  As a result of the amendment, the authorized share capital of Tyco was reduced to $925,000,000, divided into 1,000,000,000 common shares, par value U.S. $0.80 per share, and 125,000,000 preference shares, par value U.S. $1.00 per share.  The description of the bye-laws of Tyco as set forth under this Item 5.03 is qualified in its entirety by reference to Tyco's bye-laws, as amended and restated, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

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Item 7.01 Regulation FD Disclosure.

The unaudited pro forma quarterly financial data furnished with this report as Exhibit 99.2 includes the unaudited pro forma quarterly revenue and operating income for Tyco’s post spin-off segments for each of the four fiscal quarters for the fiscal year ended September 29, 2006 and for each of the first two fiscal quarters for the fiscal year ending September 28, 2007.

This information should be read in conjunction with Tyco’s Consolidated Financial Statements and accompanying notes contained in the Company’s Annual Report on Form 10-K/A for the fiscal year ended September 29, 2006, its Quarterly Report on Form 10-Q/A for the fiscal quarter ended December 29, 2006 and its Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2007.  The unaudited pro forma quarterly segment data, in the opinion of management, includes all adjustments consisting only of normal recurring adjustments necessary for a fair presentation of the information set forth therein.

Item 9.01 Financial Statements and Exhibits.

(b) Unaudited Pro Forma Financial Information.

Included as Exhibit 99.1 are Unaudited Pro Forma Condensed Consolidated Statements of Income for the six months ended March 30, 2007 and March 31, 2006 and for the years ended September 29, 2006, September 30, 2005 and September 30, 2004 that reflect the spin-offs of Covidien and Tyco Electronics as if the spin-offs occurred on October 1, 2003 and as if the post-separation capital structure was completed as of October 1, 2005 and an Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 30, 2007 that gives effect to the spin-offs of Covidien and Tyco Electronics as if the spin-offs and related transactions occurred on March 30, 2007.

These Unaudited Pro Forma Condensed Consolidated Financial Statements are not necessarily indicative of our results of operations or financial condition had the spin-offs of Covidien and Tyco Electronics been completed on the dates assumed or the results that may be achieved in the future. These Unaudited Pro Forma Condensed Consolidated Financial Statements and the accompanying notes should be read together with Tyco’s Quarterly Report on Form 10-Q as of and for the six months ended March 30, 2007 and Annual Report on Form 10-K/A as of and for the year ended September 29, 2006.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit No.	Description
2.1	Separation and Distribution Agreement by and among Tyco International Ltd., Covidien Ltd., and Tyco Electronics Ltd., dated June 29, 2007
3.1	Amended and Restated Bye-Laws
10.1	Tax Sharing Agreement by and among Tyco International Ltd., Covidien Ltd., and Tyco Electronics Ltd., dated June 29, 2007
10.2	Guarantor Assumption Agreement by and among Tyco International Ltd. and Tyco Electronics Ltd., dated as of June 29, 2007
10.3	Guarantor Assumption Agreement by and among Tyco International Ltd. and Tyco Electronics Ltd., dated as of June 29, 2007
10.4	Guarantor Assumption Agreement by and among Tyco International Ltd. and Covidien Ltd., dated as of June 29, 2007
10.5	Guarantor Assumption Agreement by and among Tyco International Ltd. and Covidien Ltd., dated as of June 29, 2007
10.6	Founders’ Grant Option Award
10.7	Founders’ Grant Restricted Unit Award
10.8	Founders’ Grant Performance Share Unit Award
99.1	Unaudited Pro Forma Financial Information
99.2	Unaudited Pro Forma Segment Data

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TYCO INTERNATIONAL LTD.
	(Registrant)
	By:	/s/ John S. Jenkins, Jr.
		Name: John S. Jenkins, Jr.
		Title: Vice-President and Secretary
Date: July 6, 2007

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EX-2.1

Exhibit 2.1

EXECUTION COPY

SEPARATION AND DISTRIBUTION AGREEMENT

by and among

TYCO INTERNATIONAL LTD.,

COVIDIEN LTD.,

and

TYCO ELECTRONICS LTD.

Dated as of June 29, 2007

TABLE OF CONTENTS
		Page
ARTICLE I	DEFINITIONS AND INTERPRETATION	2
Section 1.1	General	2
Section 1.2	References; Interpretation	35
Section 1.3	Effective Time; Suspension	35
ARTICLE II	THE SEPARATION	35
Section 2.1	General	35
Section 2.2	Transfer of Assets	36
Section 2.3	Assumption and Satisfaction of Liabilities	38
Section 2.4	Intercompany Accounts	38
Section 2.5	Limitation of Liability	39
Section 2.6	Transfers Not Effected On or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time	41
Section 2.7	Conveyancing and Assumption Instruments	43
Section 2.8	Further Assurances	43
Section 2.9	Novation of Liabilities	44
Section 2.10	Guarantees	45
Section 2.11	Disclaimer of Representations and Warranties	46
ARTICLE III	CERTAIN ACTIONS AT OR PRIOR TO THE DISTRIBUTIONS	47
Section 3.1	Certificate of Incorporation; Bye-laws	47
Section 3.2	Directors	47
Section 3.3	Resignations	48
Section 3.4	[Reserved]	48
Section 3.5	Cash Adjustments	48
Section 3.6	Ancillary Agreements	52
ARTICLE IV	THE DISTRIBUTIONS	52
Section 4.1	Stock Dividends to Tyco	52
Section 4.2	Fractional Shares	53
Section 4.3	Actions in Connection with the Distribution	53
Section 4.4	Sole Discretion of Tyco	54
Section 4.5	Conditions to Distributions	54
ARTICLE V	CERTAIN COVENANTS	55
Section 5.1	No Solicit; No Hire	55
Section 5.2	Corporate Names and Other Parties’ Trademarks	56
Section 5.3	Financial Statements and Accounting	57
Section 5.4	Certain Securities	59
Section 5.5	Administration of Specified Shared Expenses	60
Section 5.6	Cooperation	60

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Section 5.7	Periodic Meetings	61
ARTICLE VI	EMPLOYEE MATTERS	61
Section 6.1	Stock Options	61
Section 6.2	Restricted Stock, Restricted Stock Units, Performance Share Units and Deferred Stock Units	65
Section 6.3	Employee Stock Purchase Plan	69
Section 6.4	Nonqualified Deferred Compensation Plans	69
Section 6.5	Pension Plans	72
Section 6.6	Retirement Savings Plans	78
Section 6.7	Retiree Medical Benefits	81
Section 6.8	Health, Welfare and Fringe Benefit Plans	82
Section 6.9	Cooperation and Administrative Provisions	87
Section 6.10	Approval of Plans; Terms of Participation by Employees in Plans	90
Section 6.11	Tax Consequences	91
Section 6.12	International Regulatory Compliance	91
ARTICLE VII	TYCO CONTINGENT ASSETS AND ASSUMED TYCO CONTINGENT LIABILITIES	92
Section 7.1	Tyco Contingent Assets and Assumed Tyco Contingent Liabilities	92
Section 7.2	Management of Tyco Contingent Assets and Assumed Tyco Contingent Liabilities.	94
Section 7.3	Access to Information; Certain Services; Expenses	95
Section 7.4	Notice Relating to Tyco Contingent Assets and Assumed Tyco Contingent Liabilities; Disputes	96
Section 7.5	Cooperation with Governmental Entity	97
Section 7.6	Default	97
ARTICLE VIII	INDEMNIFICATION	97
Section 8.1	Release of Pre-Distribution Claims	97
Section 8.2	Indemnification by Tyco	99
Section 8.3	Indemnification by Healthcare	100
Section 8.4	Indemnification by Electronics	100
Section 8.5	Procedures for Indemnification	100
Section 8.6	Cooperation In Defense And Settlement	102
Section 8.7	Indemnification Payments	102
Section 8.8	Contribution	103
Section 8.9	Indemnification Obligations Net of Insurance Proceeds and Other Amounts	103
Section 8.10	Additional Matters; Survival of Indemnities	104

ii

ARTICLE IX	CONFIDENTIALITY; ACCESS TO INFORMATION	104
Section 9.1	Provision of Corporate Records	104
Section 9.2	Access to Information	105
Section 9.3	Witness Services	106
Section 9.4	Reimbursement; Other Matters	106
Section 9.5	Confidentiality	106
Section 9.6	Privileged Matters	107
Section 9.7	Ownership of Information	110
Section 9.8	Other Agreements	110
ARTICLE X	DISPUTE RESOLUTION	110
Section 10.1	Negotiation	110
Section 10.2	Mediation	110
Section 10.3	Arbitration	111
Section 10.4	Arbitration with Respect to Monetary Damages	111
Section 10.5	Arbitration Period	112
Section 10.6	Treatment of Negotiations, Mediation and Arbitration	112
Section 10.7	Continuity of Service and Performance	112
Section 10.8	Consolidation	112
Section 10.9	Exception to Arbitration	112
ARTICLE XI	INSURANCE	113
Section 11.1	Policies and Rights Included Within Assets	113
Section 11.2	Claims Made Tail Policies	114
Section 11.3	Occurrence Based Policies	115
Section 11.4	Administration; Other Matters	116
Section 11.5	Agreement for Waiver of Conflict and Shared Defense	117
Section 11.6	Cooperation	118
Section 11.7	Certain Matters Relating to Tyco’s Organizational Documents	118
ARTICLE XII	MISCELLANEOUS	118
Section 12.1	Complete Agreement; Construction	118
Section 12.2	Ancillary Agreements	118
Section 12.3	Counterparts	118
Section 12.4	Survival of Agreements	119
Section 12.5	Expenses	119
Section 12.6	Notices	119
Section 12.7	Waivers and Consents	120
Section 12.8	Amendments	120
Section 12.9	Assignment	120
Section 12.10	Successors and Assigns	120
Section 12.11	Certain Termination and Amendment Rights	120

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Section 12.12	Payment Terms	121
Section 12.13	No Circumvention	121
Section 12.14	Subsidiaries	121
Section 12.15	Third Party Beneficiaries	121
Section 12.16	Title and Headings	122
Section 12.17	Exhibits and Schedules	122
Section 12.18	Governing Law	122
Section 12.19	Consent to Jurisdiction	122
Section 12.20	Specific Performance	122
Section 12.21	Waiver of Jury Trial	122
Section 12.22	Severability	123
Section 12.23	Force Majeure	123
Section 12.24	Interpretation	123
Section 12.25	No Duplication; No Double Recovery	123

iv

List of Schedules
Schedule 1.1(14)	Assumed Tyco Contingent Liabilities
Schedule 1.1(27)	Continuing Arrangements
Schedule 1.1(48)(vi)	Electronics Assets
Schedule 1.1(63)	Electronics Group
Schedule 1.1(66)(i)	Electronics Liabilities
Schedule 1.1(66)(iii)	Electronics Assumed Divested Business Liabilities
Schedule 1.1(82)(A) & (B)	(A) Members of the Electronics Group whose former employees are not Former Electronics Employees; (B) Members of the Healthcare Group or Tyco Group whose former employees shall be treated as Former Electronics Employees
Schedule 1.1(83)(A) & (B)	(A) Members of the Healthcare Group whose former employees are not Former Healthcare Employees; (B) Members of the Electronics Group or Tyco Group whose former employees shall be treated as Former Healthcare Employees
Schedule 1.1(84)(A) & (B)	(A) Members of the Tyco Group whose former employees are not Former Tyco Employees; (B) Members of the Electronics Group or Healthcare Group whose former employees shall be treated as Former Tyco Employees
Schedule 1.1(93)(vi)	Healthcare Assets
Schedule 1.1(108)	Healthcare Group
Schedule 1.1(111)(i)	Healthcare Liabilities
Schedule 1.1(111)(iii)(B)	Healthcare Assumed Divested Business Liabilities
Schedule 1.1(184)	Specified Shared Expenses
Schedule 1.1(200)	Tyco Contingent Assets
Schedule 1.1(205)	Tyco Equity Plans
Schedule 1.1(206)	Tyco Group
Schedule 1.1(212)(vi)	Tyco Retained Assets
Schedule 1.1(215)(i)	Tyco Retained Liabilities
Schedule 1.1(215)(iii)(B)	Tyco Assumed Divested Business Liabilities
Schedule 2.2(c)	Shared Contracts
Schedule 2.5	Tyco Retained Contracts
Schedule 2.10(a)	Guarantees Not Removed
Schedule 2.10(a)(i)	Tyco Removal of Guarantees
Schedule 2.10(a)(ii)	Healthcare Removal of Guarantees
Schedule 2.10(a)(iii)	Electronics Removal of Guarantees
Schedule 3.5	Determination of Free Cash Flow
Schedule 6.1(d)	Tyco Corporate Employees
Schedule 6.4(a)	Healthcare Nonqualified Deferred Compensation Plans
Schedule 6.4(b)	Electronics Nonqualified Deferred Compensation Plans
Schedule 6.4(c)	Tyco Nonqualified Deferred Compensation Plans
Schedule 6.5(a)	Healthcare Pension Plans
Schedule 6.5(b)	Electronics Pension Plans
Schedule 6.5(c)	Tyco Retained Pension Plans
Schedule 6.5(d)	Pension Asset Transfer Assumptions

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Schedule 6.6(a)	Healthcare Savings Plans
Schedule 6.6(b)	Electronics Savings Plans
Schedule 6.6(c)	Tyco Retained Savings Plans
Schedule 6.7(a)	Tyco Retiree Medical Plans
Schedule 6.7(b)	Healthcare Retiree Medical Plans
Schedule 6.7(c)	Electronics Retiree Medical Plans
Schedule 6.9(c)	Employees on International Assignment
Schedule 6.10(c)	Service Credit Under Employee Benefit Plans
Schedule 10.9	Exception to Arbitration
Schedule 12.5	Separation Expenses
List of Exhibits
Exhibit A	[Reserved]
Exhibit B	[Reserved]
Exhibit C	Joint Venture Agreement
Exhibit D	Tax Sharing Agreement

vi

SEPARATION AND DISTRIBUTION AGREEMENT

SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of June 29, 2007, by and among Tyco International Ltd., a Bermuda corporation (“Tyco”), Covidien Ltd., a Bermuda corporation (formerly known as Tyco Healthcare Ltd.) (“Healthcare”), and Tyco Electronics Ltd., a Bermuda corporation (“Electronics”).  Each of Tyco, Healthcare and Electronics is sometimes referred to herein as a “Party” and collectively, as the “Parties”.

W I T N E S S E T H:

WHEREAS, Tyco, acting through its direct and indirect Subsidiaries, currently conducts a number of businesses, including (i) the Healthcare Business (as defined herein), (ii) the Electronics Business (as defined herein) and (iii) the Tyco Retained Business (as defined herein);

WHEREAS, the Board of Directors of Tyco has determined that it is appropriate, desirable and in the best interests of Tyco and its stockholders to separate Tyco into three separate, publicly traded companies, one for each of (i) the Healthcare Business, which shall be owned and conducted, directly or indirectly, by Healthcare, (ii) the Electronics Business, which shall be owned and conducted, directly or indirectly, by Electronics and (iii) the Tyco Retained Business which shall be owned and conducted, directly or indirectly, by Tyco;

WHEREAS, in order to effect such separation, the Board of Directors of Tyco has determined that it is appropriate, desirable and in the best interests of Tyco and its stockholders (i) to enter into a series of transactions whereby (A) Tyco and/or one or more members of the Tyco Group will, collectively, own all of the Tyco Retained Assets and assume (or retain) all of the Tyco Retained Liabilities, (B) Healthcare and/or one or more members of the Healthcare Group will, collectively, own all of the Healthcare Assets and assume (or retain) all of the Healthcare Liabilities and (C) Electronics and/or one or more members of the Electronics Group will, collectively, own all of the Electronics Assets and assume (or retain) all of the Electronics Liabilities and (ii) for Tyco to distribute to the holders of Tyco Common Stock on a pro rata basis (in each case without consideration being paid by such stockholders) (A) all of the outstanding shares of common stock, par value $0.20 per share, of Healthcare (the “Healthcare Common Stock”) and (B) all of the outstanding shares of common stock, par value $0.20 per share, of Electronics (the “Electronics Common Stock”) (such transactions as they may be amended or modified from time to time, collectively, the “Plan of Separation”);

WHEREAS, each of Tyco, Healthcare and Electronics has determined that it is necessary and desirable, on or prior to the Effective Time (as defined herein), to allocate and transfer to the applicable Party or its Subsidiaries those Assets, and to allocate and assign to the applicable Party or its Subsidiaries responsibility for those Liabilities, in respect of the activities of the applicable Businesses of such entities and those Assets and Liabilities in respect of other businesses and activities of Tyco and its current and former Subsidiaries;

WHEREAS, it is the intention of the Parties that each of the contributions of Assets to, and the assumption of Liabilities by, Healthcare and Electronics together with the corresponding distribution of all of the Healthcare Common Stock and the Electronics Common Stock,

respectively, qualifies as a reorganization within the meaning of Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, it is the intention of the Parties that each of the distribution of the Healthcare Common Stock and the Electronics Common Stock to the stockholders of Tyco will qualify as tax-free under Section355(a) of the Code to such stockholders, and as tax-free to Tyco under Section 361(c) of the Code;

WHEREAS, each of Tyco, Healthcare and Electronics has determined that it is necessary and desirable to set forth the principal corporate transactions required to effect the Plan of Separation and each Distribution and to set forth other agreements that will govern certain other matters following the Effective Time.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1General.  As used in this Agreement, the following terms shall have the following meanings:

(1)“AAA” shall have the meaning set forth in Section 10.2.

(2)“Accountant” shall have the meaning set forth in Section 3.5.

(3)“Action” shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal.

(4)“Affiliate” shall mean, when used with respect to a specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person.  For the purposes of this definition, “control”, when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or otherwise.  It is expressly agreed that no Party or member of any Group shall be deemed to be an Affiliate of another Party or member of such other Party’s Group by reason of having one or more directors in common.

(5)“Agreement Disputes” shall have the meaning set forth in Section 10.1.

(6)“Ancillary Agreements” shall mean all of the written Contracts, instruments, assignments, licenses, guarantees, indemnities or other arrangements (other than this Agreement) entered into in connection with the transactions contemplated hereby, including the Conveyancing and Assumption Instruments, the Tax Sharing Agreement, the Joint Venture Agreement and the License Agreements.

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(7)“Annual Reports” shall have the meaning set forth in Section 5.3(d).

(8)“Applicable Electronics Percentage” shall mean thirty-one percent (31%).

(9)“Applicable Healthcare Percentage” shall mean forty-two percent (42%).

(10)“Applicable Percentage” shall mean (i) as to Tyco, the Applicable Tyco Percentage, (ii) as to Electronics, the Applicable Electronics Percentage and (iii) as to Healthcare, the Applicable Healthcare Percentage.

(11)“Applicable Tyco Percentage” shall mean twenty-seven percent (27%).

(12)“Assets” shall mean assets, properties, claims and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the Records or financial statements of any Person, including the following:

(i)all accounting and other legal and business books, records, ledgers and files whether printed, electronic or written;

(ii)all apparatuses, computers and other electronic data processing and communications equipment, fixtures, machinery, equipment, furniture, office equipment, automobiles, trucks, aircraft and other transportation equipment, special and general tools, test devices, molds, tooling, dies, prototypes and models and other tangible personal property;

(iii)all inventories of products, goods, materials, parts, raw materials and supplies;

(iv)all interests in and rights with respect to real property of whatever nature, including easements, whether as owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, lessee, sublessee or otherwise;

(v)all interests in any capital stock or other equity interests of any Subsidiary or any other Person, all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person, all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person and all other investments in securities of any Person;

(vi)all license Contracts, leases of personal property, open purchase orders for raw materials, supplies, parts or services, unfilled orders for the manufacture and sale of products and other Contracts or commitments;

(vii)all deposits, letters of credit and performance and surety bonds;

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(viii)all written (including in electronic form) technical information, data, specifications, research and development information, engineering drawings and specifications, operating and maintenance manuals, and materials and analyses prepared by consultants and other third parties;

(ix)all Intellectual Property;

(x)all Software;

(xi)all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product data and literature, artwork, design, development and business process files and data, vendor and customer drawings, specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

(xii)all prepaid expenses, trade accounts and other accounts and notes receivables;

(xiii)all rights under Contracts, all claims or rights against any Person, choses in action or similar rights, whether accrued or contingent;

(xiv)all rights under insurance policies and all rights in the nature of insurance, indemnification or contribution;

(xv)all licenses, permits, approvals and authorizations which have been issued by any Governmental Entity;

(xvi)all cash or cash equivalents, bank accounts, lock boxes and other third-party deposit arrangements; and

(xvii)all interest rate, currency, commodity or other swap, collar, cap or other hedging or similar Contracts or arrangements.

(13)“Assume” shall have the meaning set forth in Section 2.3; and the terms “Assumed” and “Assumption” shall have their correlative meanings.

(14)“Assumed Tyco Contingent Liabilities” shall mean any of the Liabilities set forth on Schedule 1.1(14).

(15)“Audited Party” shall have the meaning set forth in Section 5.3(b).

(16)“Business” shall mean the Tyco Retained Business, the Healthcare Business or the Electronics Business, as applicable.

(17)“Business Day” means any day that is not a Saturday, a Sunday or any other day on which banks are required or authorized by Law to be closed in The City of New York.

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(18)“Business Entity” shall mean any corporation, partnership, limited liability company, joint venture or other entity which may legally hold title to Assets.

(19)“Claims Administration” shall mean the processing of claims made under the Shared Policies, including the reporting of claims to the insurance carriers, management and defense of claims and providing for appropriate releases upon settlement of claims.

(20)“Closing Tyco Stock Price” shall have the meaning set forth in Section 6.1(a)(ii).

(21)“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

(22)“Code” shall have the meaning set forth in the preamble.

(23)“Commission” shall mean the United States Securities and Exchange Commission.

(24)“Confidential Information” shall mean Confidential Business Information and Confidential Operational Information concerning a Party and/or its Subsidiaries which, prior to or following the Effective Time, has been disclosed by a Party or its Subsidiaries to another Party or its Subsidiaries, in written, oral (including by recording), electronic, or visual form to, or otherwise has come into the possession of, the other, including pursuant to the access provisions of Section 9.1 or Section 9.2 or any other provision of this Agreement (except to the extent that such information can be shown to have been (i) in the public domain through no fault of such Party or its Subsidiaries or (ii) lawfully acquired by such Party or its Subsidiaries from other sources; provided, however, in the case of clause (ii) that, to the furnished Party’s knowledge, such furnishing sources did not provide such information in breach of any confidentiality obligations).

(25)“Confidential Business Information” shall mean all Information, data or material other than Confidential Operational Information, including (i) earnings reports and forecasts, (ii) macro-economic reports and forecasts, (iii) business plans, (iv) general market evaluations and surveys and (v) financing and credit-related information.

(26)“Confidential Operational Information” shall mean all operational Information, data or material including (i) specifications, ideas and concepts for products and services, (ii) quality assurance policies, procedures and specifications, (iii) customer information, (iv) Software, (v) training materials and information and (vi) all other know-how, methodology, procedures, techniques and trade secrets related to design, development and operational processes.

(27)“Continuing Arrangements” shall mean those arrangements set forth on Schedule 1.1(27) and such other commercial arrangements among the Parties that are intended to survive and continue following the applicable Relevant Time; provided, however, that for the avoidance of doubt, Continuing Arrangements shall not apply to

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any of the following Contracts, arrangements, course of dealings or understandings (or to any of the provisions thereof):

(i)any agreements, arrangements, commitments or understandings to which any Person other than the Parties and their respective Groups is a party hereto (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts constitute Healthcare Assets or Healthcare Liabilities, Electronics Assets or Electronics Liabilities or Tyco Retained Assets or Tyco Retained Liabilities, such Contracts shall be assigned or retained pursuant to Article II); and

(ii)any agreements, arrangements, commitments or understandings to which any non-wholly-owned Subsidiary of Tyco, Healthcare or Electronics, as the case may be, is a Party.

(28)“Contract” shall mean any agreement, contract, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking (whether written or oral and whether express or implied).

(29)“Conveyancing and Assumption Instruments” shall mean, collectively, the various Contracts and other documents heretofore entered into and to be entered into to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by this Agreement and the Plan of Separation, or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement, in such form or forms as the applicable Parties thereto agree.

(30)“Consents” shall mean any consents, waivers or approvals from, or notification requirements to, any Person other than a Governmental Entity.

(31)“D&O Tail Policies” shall have the meaning set forth in Section 11.2(a).

(32)“Deferred Stock Unit” (i) when immediately preceded by “Tyco,” shall mean a unit granted by Tyco pursuant to one of the Tyco Equity Plans representing a general unsecured promise by Tyco to deliver a share of Tyco Common Stock; (ii) when immediately preceded by “Healthcare” shall mean a unit granted by Healthcare representing a general unsecured promise by Healthcare to deliver a share of Healthcare Common Stock, which unit is granted pursuant to the Healthcare Director Deferred Compensation Plan as part of the adjustment to Tyco Deferred Stock Units in connection with the Healthcare Distribution; and (iii) when immediately preceded by “Electronics” shall mean a unit granted by Electronics representing a general unsecured promise by Electronics to deliver a share of Electronics Common Stock, which unit is granted pursuant to the Electronics Director Deferred Compensation Plan as part of the adjustment to Tyco Deferred Stock Units in connection with the Electronics Distribution.

(33)“Delivering Party” shall have the meaning set forth in Section 3.5.

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(34)“Determination Date” shall mean the earlier of (i) 12:01 a.m., Eastern Standard Time, on the Final Separation Date or (ii) 11:59 p.m., Eastern Standard Time, September 30, 2007.

(35)“Direct Transfer”  shall mean a Healthcare Employee, Electronics Employee or Tyco Employee’s direct transfer of employment (without interruption) to another Party (or its subsidiary) between the Distribution Date and December 31, 2007.

(36)“Disability Plan” when immediately preceded by “Tyco,” shall mean any short-term disability program and long-term disability program sponsored by Tyco, (ii) when immediately preceded by “Healthcare,” shall mean the short-term disability program and long-term disability program to be established by Healthcare under Section 6.8(d); and (iii) when immediately preceded by “Electronics,” shall mean the short-term disability program and long-term disability program to be established by Electronics under Section 6.8(d).

(37)“Disclosure Documents” shall mean any registration statement (including any registration statement on Form 10) filed with the Commission by or on behalf of any Party or any of its controlled Affiliates, and also includes any information statement, prospectus, offering memorandum, offering circular (including franchise offering circular or any similar disclosure statement) or similar disclosure document, whether or not filed with the Commission or any other Governmental Entity, which offers for sale or registers the Transfer or distribution of any security of such Party or any of its controlled Affiliates.

(38)“Dispute Notice” shall have the meaning set forth in Section 10.1.

(39)“Disputed Item” shall have the meaning set forth in Section 3.5.

(40)“Distribution Agent” shall mean Mellon Investor Services, LLC.

(41)“Distribution Date” shall mean (i) with respect to Healthcare, the Healthcare Distribution Date and (ii) with respect to Electronics, the Electronics Distribution Date.

(42)“Distribution Electronics Stock Price” shall have the meaning set forth in Section 6.1(b)(ii).

(43)“Distribution Healthcare Stock Price” shall have the meaning set forth in Section 6.1(a)(ii).

(44)“Distributions” shall mean, collectively, the Healthcare Distribution and the Electronics Distribution.

(45)“DOJ” means the United States Department of Justice.

(46)“Effective Time” shall mean 12:01 a.m., Eastern Standard Time, on the earlier to occur of the Electronics Distribution Date and the Healthcare Distribution Date.

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(47)“Electronics” shall have the meaning set forth in the preamble.

(48)“Electronics Assets” shall mean:

(i)the ownership interests in those Business Entities that are included in the definition of Electronics Group including those Business Entities set forth on Schedule 1.1(63) in the definition of Electronics Group;

(ii)all Electronics Contracts, any rights or claims arising thereunder, and any other rights or claims or contingent rights or claims primarily relating to or arising from any Electronics Asset or the Electronics Business;

(iii)any and all Assets reflected on the Electronics Balance Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for Electronics or any member of the Electronics Group subsequent to the date of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of such balance sheet;

(iv)subject to Article XI, any rights of any member of the Electronics Group under any Policies, including any rights thereunder arising after the Electronics Distribution Date in respect of any Policies that are occurrence policies;

(v)any and all Assets owned or held immediately prior to the Relevant Time by Tyco or any of its Subsidiaries (including, prior to their applicable Distribution Date, Healthcare or any of its respective Subsidiaries) primarily relating to or used in the Electronics Business.  The intention of this clause (v) is only to rectify any inadvertent omission of Transfer of any Asset that, had the Parties given specific consideration to such Asset as of the date hereof, would have otherwise been classified as an Electronics Asset.  No Asset shall be deemed an Electronics Asset solely as a result of this clause (v) unless a claim with respect thereto is made by Electronics within the applicable time period(s) established by Section 2.6(d);

(vi)the Assets set forth on Schedule 1.1(48)(vi) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets which have been or are to be Transferred to Electronics or any other member of the Electronics Group;

(vii)any and all furnishings and office equipment located at a physical site of which the ownership or leasehold interest is being Transferred to Electronics; provided, that personal computers shall be Transferred to the Party who, following the Relevant Time, employs the applicable employee who, prior to the Relevant Time, used such personal computer; and

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(viii)the Applicable Electronics Percentage of any Tyco Contingent Asset.

Notwithstanding the foregoing, the Electronics Assets shall not include any Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the Tyco Group, or Healthcare Group, as the case may be.

In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the foregoing provisions, for the purpose of determining what is and is not a Electronics Asset, any item explicitly included on a Schedule referred to in this definition shall take priority over any provision of the text hereof, and clause (v) shall take priority over clause (iii) of this Section 1.1(48) and over clause (iii) of Section 1.1(93) in the definition of Healthcare Assets and Section 1.1(212) in the definition of Tyco Retained Assets.

(49)“Electronics Balance Sheet” shall mean the combined balance sheet of the Electronics Group, including the notes thereto, as of September 29, 2006, as filed with the Electronics Form 10.

(50)“Electronics Business” shall mean (i) the business and operations of the Electronics segment of Tyco as each is described in Electronics’ Form 10, (ii) any other business conducted primarily through the use of the Electronics Assets prior to the Relevant Time and (iii) the businesses and operations of Business Entities acquired or established by or for Electronics or any of its Subsidiaries after the date of this Agreement.

(51)“Electronics Cash Allocation” shall have the meaning set forth in Section 3.5.

(52)“Electronics Common Stock” shall have the meaning set forth in the recitals hereto.

(53)“Electronics Contracts” shall mean the following Contracts to which Tyco or any of its Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, whether or not in writing, except for any such Contract or part thereof (i) that is expressly contemplated not to be Transferred by any member of the Tyco Group or the Healthcare Group to the Electronics Group or (ii) that is expressly contemplated to be Transferred to (or remain with) any member of the Tyco Group or the Healthcare Group, in each case, pursuant to any provision of this Agreement or any Ancillary Agreement:

(i)any Contract entered into in the name of, or expressly on behalf of, any division, business unit or member of the Electronics Group;

(ii)any Contract that relates primarily to the Electronics Business;

9

(iii)any Contract representing capital or operating equipment lease obligations reflected on the Electronics Balance Sheet;

(iv)any Contract or part thereof, that is otherwise expressly contemplated pursuant to this Agreement (including pursuant to Section 2.2(c)) or any of the Ancillary Agreements to be assigned to any member of the Electronics Group; and

(v)any guarantee, indemnity, representation or warranty of or in favor of any member of the Electronics Group.

(54)“Electronics Deferred Compensation Liabilities” shall have the meaning set forth in Section 6.4(b)(i).

(55)“Electronics Deferred Compensation Plans” shall mean the nonqualified deferred compensation plans listed in Schedule 6.4(b) and any other legacy nonqualified deferred compensation plan sponsored by members of the Electronics Group.

(56)“Electronics Director Deferred Compensation Plan” shall mean the 2007 Tyco Electronics Ltd. Director Deferred Compensation Plan adopted by Electronics to provide for non-employee director nonqualified deferred compensation.

(57) “Electronics Distribution” shall mean the distribution on the Electronics Distribution Date to holders of record of shares of Tyco Common Stock as of the Electronics Distribution Record Date of the Electronics Common Stock owned by Tyco on the basis of .25 shares of Electronics Common Stock for each outstanding share of Tyco Common Stock.

(58)“Electronics Distribution Cash Balance” shall have the meaning set forth in Section 3.5(g)(ii).

(59)“Electronics Distribution Date” shall mean the date on which Tyco distributes all of the issued and outstanding shares of Electronics Common Stock to the holders of Tyco Common Stock.

(60)“Electronics Distribution Record Date” shall mean such date as may be determined by Tyco’s Board of Directors as the record date for the Electronics Distribution.

(61)“Electronics Employee” shall mean an active employee or an employee on vacation or on approved leave of absence (including maternity, paternity, parental, family, short-term or long-term sick leave, qualified military service and other approved leaves) who immediately following the Electronics Distribution Date is employed by Electronics or any member of the Electronics Group.  Electronics Employee shall also include any employee of an entity in the Electronics Group who, as of the Electronics Distribution Date, is receiving short-term or long-term disability benefits or workers’ compensation benefits.

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(62)“Electronics Form 10” shall mean the registration statement on Form 10 filed by Electronics with the Commission in connection with the Electronics Distribution.

(63)“Electronics Group” shall mean Electronics and each Person (other than any member of the Healthcare Group or the Tyco Group) that is a direct or indirect Subsidiary of Electronics immediately after the Effective Time, and each Person that becomes a Subsidiary of Electronics after the Effective Time, which shall include those entities identified as such on Schedule 1.1(63).

(64)“Electronics Indemnitees” shall mean each member of the Electronics Group and each of their Affiliates and each member of the Electronics Group and their respective Affiliates’ respective directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing.

(65)“Electronics Information Statement” shall mean the Information Statement attached as an exhibit to the Electronics Form 10 sent to the holders of shares of Tyco Common Stock in connection with the Electronics Distribution, including any amendment or supplement thereto.

(66)“Electronics Liabilities” shall mean:

(i)any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto, including Schedule 1.1(66)(i) hereto) as Liabilities to be Assumed by any member of the Electronics Group, and all obligations and Liabilities expressly Assumed by any member of the Electronics Group under this Agreement or any of the Ancillary Agreements;

(ii)any and all Liabilities primarily relating to, arising out of or resulting from:

(a)the operation or conduct of the Electronics Business, as conducted at any time prior to, on or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority));

(b)the operation or conduct of any business conducted by any member of the Electronics Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority)); or

(c)any Electronics Assets, whether arising before, on or after the Effective Time;

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(iii)any Liabilities to the extent relating to, arising out of or resulting from any terminated or divested Business Entity, business or operation (A) formerly and primarily owned or managed by or associated with any member of the Electronics Group or any Electronics Business or (B) set forth on Schedule 1.1(66)(iii);

(iv)the Applicable Electronics Percentage of any Assumed Tyco Contingent Liability;

(v)any Liabilities relating to any Electronics Employee or Former Electronics Employee in respect of the period prior to, on or after the Effective Time;

(vi)any Liabilities relating to, arising out of or resulting from any indebtedness (including debt securities and asset-backed debt) of any member of the Electronics Group or indebtedness (regardless of the issuer of such indebtedness) exclusively relating to the Electronics Business or any indebtedness (regardless of the issuer of such indebtedness) secured exclusively by any of the Electronics Assets (including any Liabilities relating to, arising out of or resulting from a claim by a holder of any such indebtedness, in its capacity as such);

(vii)Specified Shared Expenses to the extent provided in Section 5.5;

(viii)all Liabilities reflected as liabilities or obligations on the Electronics Balance Sheet or the accounting records supporting such balance sheet, and all Liabilities arising or Assumed after the date of such balance sheet which, had they arisen or been Assumed on or before such date and been retained as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any discharge of such Liabilities subsequent to the date of the Electronics Balance Sheet.

Notwithstanding anything to the contrary herein, the Electronics Liabilities shall not include:

(x)any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or Assumed by any member of the Tyco Group or the Healthcare Group or for which any such Party is liable;

(y)any Contracts expressly Assumed by any member of the Tyco Group or the Healthcare Group under this Agreement or any of the Ancillary Agreements; and

(z)any Liabilities expressly discharged pursuant to Section 2.4 of this Agreement.

In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the foregoing provisions, for the purpose of determining what is

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and is not a Electronics Liability, any item explicitly included on a Schedule referred to in this definition shall take priority over any provision of the text hereof, and clause (ii) shall take priority over clause (viii) of this Section 1.1(66) and over clause (viii) of Section 1.1(111) in the definition of Healthcare Liabilities and clause (vii) of Section 1.1(215) in the definition of Tyco Retained Liabilities.

(67)“Electronics Master Trust” shall have the meaning set forth in Section 6.5(b)(ii)(A).

(68)“Electronics Option” shall have the meaning set forth in Section 6.1(b)(i).

(69)“Electronics Pension Plans” shall have the meaning set forth in Section 6.5(b)(i).

(70)“Electronics Plans” shall mean the employee benefit plans, policies, programs, payroll practices, and arrangements established or assumed by the Electronics Group under this Agreement for the benefit of Electronics Employees and where applicable, Former Electronics Employees.

(71)“Electronics Policies” shall mean all Policies, current or past, which are owned or maintained by or on behalf of Tyco or any Subsidiary of Tyco, which relate exclusively to the Electronics Business and which Policies are either maintained by Electronics or a member of the Electronics Group or assignable to Electronics or a member of the Electronics Group.

(72)“Electronics Retiree Medical Plans” shall have the meaning set forth in Section 6.7.

(73)“Electronics RSIP” shall have the meaning set forth in Section 6.6(b)(i).

(74)“Electronics Savings Plan” shall have the meaning set forth in Section 6.6(b)(i).

(75)“Electronics Shared Policies” shall mean all Policies, current or past, which are owned or maintained by or on behalf of Tyco or any Subsidiary of Tyco which relate to the Electronics Business, other than Electronics Policies.

(76)“Electronics US Pension Plans” shall have the meaning set forth in Section 6.5(b)(ii).

(77)“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(78)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time that reference is made thereto.

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(79)“Fiduciary Tail Policies” shall have the meaning set forth in Section 11.2(b).

(80)“Final Separation Date” shall mean the last to occur of the Electronics Distribution Date or the Healthcare Distribution Date; provided, that in the event that Tyco makes a public announcement that its board of directors has determined that the shares of either Electronics or Healthcare shall not be distributed by Tyco to its stockholders, then the “Final Separation Date” shall be the date of the last Distribution to be made by Tyco to its stockholders as contemplated by the Plan of Separation, as so amended.

(81)“Force Majeure” shall mean, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which by its nature could not have been foreseen by such Party (or such Person), or, if it could have been foreseen, was unavoidable, and includes, without limitation, acts of God, storms, floods, riots, labor unrest, pandemics, nuclear incidents, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources or distribution facilities.  Notwithstanding the foregoing, the receipt by a Party of a hostile takeover offer, even if unforeseen or unavoidable, and such Party’s response thereto shall not be deemed an event of Force Majeure.

(82)“Former Electronics Employee” shall mean any former employee who terminated employment with all members of the Tyco controlled group of corporations before the Electronics Distribution Date and who was last employed by (i) a member of the Electronics Group other than those members of the Electronics Group identified on part A of Schedule 1.1(82) or (ii) a member of the Healthcare Group or Tyco Group identified on part B of Schedule 1.1(82).

(83)“Former Healthcare Employee” shall mean any former employee who terminated employment with all members of the Tyco controlled group of corporations before the Healthcare Distribution Date and who was last employed by (i) a member of the Healthcare Group other than those members of the Healthcare Group identified on part A of Schedule 1.1(83), (ii) a member of the Electronics Group or Tyco Group identified on part B of Schedule 1.1(83) or (iii) the Tyco Plastics and Adhesives or A&E Products business units of the Tyco Group that were divested by Tyco in 2006.

(84)“Former Tyco Employee” shall mean any former employee who terminated employment with all members of the Tyco controlled group of corporations before the Electronics Distribution Date or the Healthcare Distribution Date and who was last employed by (i) a member of the Tyco Group other than those members of the Tyco Group identified on part A of Schedule 1.1(84) or (ii) a member of the Electronics Group or Healthcare Group identified on part B of Schedule 1.1(84).

(85)“Free Cash Flow” shall, for each of Healthcare and Electronics, mean cash generated from continuing operations, (i) minus capital expenditures, net, (ii) minus any increase in the sale of accounts receivable, (iii) minus any changes in purchase

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accounting and holdback liabilities, (iv) plus voluntary pension contributions, (v) plus its portion of Separation Expenses, for the period from September 30, 2006 to its respective Distribution Date.  The elements of “Free Cash Flow” shall be calculated as set forth in Tyco’s Form 10-K for the fiscal year ended September 29, 2006 in Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations under the heading “Liquidity and Capital Resources” and determined in accordance with generally accepted accounting principles.

(86)“Governmental Approvals” shall mean any notices or reports to be submitted to, or other filings to be made with, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Entity.

(87)“Governmental Entity” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof.

(88)“Group” shall mean (i) with respect to Tyco, the Tyco Group, (ii) with respect to Healthcare, the Healthcare Group and (iii) with respect to Electronics, the Electronics Group.

(89)“Group Insurance Plans” when immediately preceded by “Tyco,” shall mean any basic life insurance, dependent life insurance, optional life insurance, accidental death and dismemberment insurance, business travel accident insurance and executive group universal life insurance programs sponsored by Tyco, (ii) when immediately preceded by “Healthcare,” shall mean the basic life insurance, dependent life insurance, optional life insurance, accidental death and dismemberment insurance, business travel accident insurance and executive group universal life insurance programs to be established by Healthcare under Section 6.8(e); and (iii) when immediately preceded by “Electronics,” shall mean the basic life insurance, dependent life insurance, optional life insurance, accidental death and dismemberment insurance, business travel accident insurance and executive group universal life insurance program to be established by Electronics under Section 6.8(e).

(90)“Guaranty Release” shall have the meaning set forth in Section 2.10(b).

(91)“Health Plans” when immediately preceded by “Tyco,” shall mean the Tyco International employee health benefit plans, any other medical, HMO, vision, and dental plans and any similar or successor plans, (ii) when immediately preceded by “Healthcare,” shall mean the employee health benefit plans, any other medical, HMO, vision, and dental plans and any similar or successor plans to be established by Healthcare under Section 6.8(a); and (iii) when immediately preceded by “Electronics,” shall mean employee health benefit plans, any other medical, HMO, prescription drugs, vision, and dental plans and any similar or successor plans program to be established by Electronics under Section 6.8(a).

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(92)         “Healthcare” shall have the meaning set forth in the preamble.

(93)         “Healthcare Assets” shall mean:

(i)           the ownership interests in those Business Entities that are included in the definition of Healthcare Group, including those Business Entities set forth on Schedule 1.1(108) in the definition of Healthcare Group and any Business Entities previously engaged in the Tyco Plastics and Adhesives business or the A&E Products business;

(ii)          all Healthcare Contracts, any rights or claims arising thereunder, and any other rights or claims or contingent rights or claims primarily relating to or arising from any Healthcare Asset or the Healthcare Business;

(iii)         any and all Assets reflected on the Healthcare Balance Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for Healthcare or any member of the Healthcare Group subsequent to the date of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of such balance sheet;

(iv)         subject to Article XI, any rights of any member of the Healthcare Group under any Policies, including any rights thereunder arising after the Distribution Date in respect of any Policies that are occurrence policies;

(v)          any and all Assets owned or held immediately prior to the Relevant Time by Tyco or any of its Subsidiaries (including, prior to their applicable Distribution Date, Electronics or any of their respective Subsidiaries) primarily relating to or used in the Healthcare Business.  The intention of this clause (v) is only to rectify any inadvertent omission of Transfer of any Asset that, had the Parties given specific consideration to such Asset as of the date hereof, would have otherwise been classified as a Healthcare Asset.  No Asset shall be deemed a Healthcare Asset solely as a result of this clause (v) unless a claim with respect thereto is made by Healthcare within the applicable time period(s) established by Section 2.6(d);

(vi)         the Assets set forth on Schedule 1.1(93)(vi) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets which have been or are to be Transferred to Healthcare or any other member of the Healthcare Group;

(vii)        any and all furnishings and office equipment located at a physical site of which the ownership or leasehold interest is being Transferred to Healthcare; provided, that personal computers shall be Transferred to the Party who, following the Relevant Time, employs the applicable employee who, prior to the Relevant Time, used such personal computer; and

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(viii)       the Applicable Healthcare Percentage of any Tyco Contingent Asset.

Notwithstanding the foregoing, the Healthcare Assets shall not include any Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the Tyco Group or the Electronics Group, as the case may be.

In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the foregoing provisions, for the purpose of determining what is and is not a Healthcare Asset, any item explicitly included on a Schedule referred to in this definition shall take priority over any provision of the text hereof, and clause (v) shall take priority over clause (iii) of this Section 1.1(93) and over clause (iii) of Section 1.1(48) in the definition of Electronics Assets and Section 1.1(212) in the definition of Tyco Retained Assets.

(94)         “Healthcare Balance Sheet” shall mean the combined balance sheet of the Healthcare Group, including the notes thereto, as of December 29, 2006, as filed with the Healthcare Form 10.

(95)         “Healthcare Business” shall mean (i) the business and operations of the Healthcare segment of Tyco as described in Healthcare’s Form 10, (ii) any other business conducted primarily through the use of the Healthcare Assets prior to the Relevant Time and (iii) the businesses and operations of Business Entities acquired or established by or for Healthcare or any of its Subsidiaries after the date of this Agreement.

(96)         “Healthcare Cash Allocation” shall have the meaning set forth in Section 3.5.

(97)         “Healthcare Common Stock” shall have the meaning set forth in the recitals hereto.

(98)         “Healthcare Contracts” shall mean the following Contracts to which Tyco or any of its Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, whether or not in writing, except for any such Contract or part thereof (i) that is expressly contemplated not to be Transferred by any member of the Tyco Group or the Electronics Group to the Healthcare Group or (ii) that is expressly contemplated to be Transferred to (or remain with) any member of the Tyco Group or the Electronics Group, in each case, pursuant to any provision of this Agreement or any Ancillary Agreement:

(i)           any Contract entered into in the name of, or expressly on behalf of, any division, business unit or member of the Healthcare Group;

(ii)          any Contract that relates primarily to the Healthcare Business;

(iii)         any Contract representing capital or operating equipment lease obligations reflected on the Healthcare Balance Sheet;

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(iv)         any Contract or part thereof, that is otherwise expressly contemplated pursuant to this Agreement (including pursuant to Section 2.2(c)) or any of the Ancillary Agreements to be assigned to any member of the Healthcare Group; and

(v)          any guarantee, indemnity, representation or warranty of or in favor of any member of the Healthcare Group.

(99)         “Healthcare Deferred Compensation Liabilities” shall have the meaning set forth in Section 6.4(a)(i).

(100)       “Healthcare Deferred Compensation Plans” shall mean the nonqualified deferred compensation plans listed in Schedule 6.4(a) and any other legacy nonqualified deferred compensation plan sponsored by members of the Healthcare Group.

(101)       “Healthcare Director Deferred Compensation Plan” shall mean the Tyco Healthcare Ltd. Director Deferred Compensation Plan adopted by Healthcare to provide for non-employee director nonqualified deferred compensation.

(102)       “Healthcare Distribution” shall mean the distribution on the Healthcare Distribution Date to holders of record of shares of Tyco Common Stock as of the Healthcare Distribution Record Date of the Healthcare Common Stock owned by Tyco on the basis of .25 shares of Healthcare Common Stock for each outstanding share of Tyco Common Stock.

(103)       “Healthcare Distribution Cash Balance” shall have the meaning set forth in Section 3.5(g)(i).

(104)       “Healthcare Distribution Date” shall mean the date on which Tyco distributes all of the issued and outstanding shares of Healthcare Common Stock to the holders of Tyco Common Stock.

(105)       “Healthcare Distribution Record Date” shall mean such date as may be determined by Tyco’s Board of Directors as the record date for the Healthcare Distribution.

(106)       “Healthcare Employee” shall mean an active employee or an employee on vacation or on approved leave of absence (including maternity, paternity, parental, family, short-term or long-term sick leave, qualified military service and other approved leaves) who immediately following the Healthcare Distribution Date is employed by Healthcare or any member of the Healthcare Group.  Healthcare Employee shall also include any employee of an entity in the Healthcare Group who, as of the Healthcare Distribution Date, is receiving short-term or long-term disability benefits or workers’ compensation benefits.

(107)       “Healthcare Form 10” shall mean the registration statement on Form 10 filed by Healthcare with the Commission in connection with the Healthcare Distribution.

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(108)       “Healthcare Group” shall mean Healthcare and each Person (other than any member of the Electronics Group or the Tyco Group) that is a direct or indirect Subsidiary of Healthcare immediately after the Effective Time, and each Person that becomes a Subsidiary of Healthcare after the Effective Time, which shall include those entities identified as such on Schedule 1.1(108).

(109)       “Healthcare Indemnitees” shall mean each member of the Healthcare Group and each of their Affiliates and each member of the Healthcare Group and their respective Affiliates’ respective directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing.

(110)       “Healthcare Information Statement” shall mean the Information Statement attached as an exhibit to the Healthcare Form 10 sent to the holders of shares of Tyco Common Stock in connection with the Healthcare Distribution, including any amendment or supplement thereto.

(111)       “Healthcare Liabilities” shall mean:

(i)           any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto, including Schedule 1.1(111)(i) hereto) as Liabilities to be Assumed by any member of the Healthcare Group, and all obligations and Liabilities expressly Assumed by any member of the Healthcare Group under this Agreement or any of the Ancillary Agreements;

(ii)          any and all Liabilities primarily relating to, arising out of or resulting from:

(A)          the operation or conduct of the Healthcare Business, as conducted at any time prior to, on or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority));

(B)           the operation or conduct of any business conducted by any member of the Healthcare Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority)); or

(C)           any Healthcare Assets, whether arising before, on or after the Effective Time;

(iii)         any Liabilities to the extent relating to, arising out of or resulting from any terminated or divested Business Entity, business or operation (A) formerly and primarily owned or managed by or associated with any member of

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the Healthcare Group or any Healthcare Business or (B) set forth on Schedule 1.1(111)(iii);

(iv)         the Applicable Healthcare Percentage of any Assumed Tyco Contingent Liability;

(v)          any Liabilities relating to any Healthcare Employee or Former Healthcare Employee in respect of the period prior to, on or after the Effective Time;

(vi)         any Liabilities relating to, arising out of or resulting from any indebtedness (including debt securities and asset-backed debt) of any member of the Healthcare Group or indebtedness (regardless of the issuer of such indebtedness) exclusively relating to the Healthcare Business or any indebtedness (regardless of the issuer of such indebtedness) secured exclusively by any of the Healthcare Assets (including any Liabilities relating to, arising out of or resulting from a claim by a holder of any such indebtedness, in its capacity as such);

(vii)        Specified Shared Expenses to the extent provided in Section 5.5; and

(viii)       all Liabilities reflected as liabilities or obligations on the Healthcare Balance Sheet or the accounting records supporting such balance sheet, and all Liabilities arising or Assumed after the date of such balance sheet which, had they arisen or been Assumed on or before such date and been retained as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any discharge of such Liabilities subsequent to the date of the Healthcare Balance Sheet.

Notwithstanding anything to the contrary herein, the Healthcare Liabilities shall not include:

(x)           any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or Assumed by any member of the Tyco Group or the Electronics Group or for which any such Party is liable;

(y)          any Contracts expressly Assumed by any member of the Tyco Group or the Electronics Group under this Agreement or any of the Ancillary Agreements; and

(z)           any Liabilities expressly discharged pursuant to Section 2.4 of this Agreement.

In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the foregoing provisions, for the purpose of determining what is and is not a Healthcare Liability, any item explicitly included on a Schedule referred to in this definition shall take priority over any provision of the text hereof, and clause (ii)

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shall take priority over clause (viii) of this Section 1.1(111) and over clause (viii) of Section 1.1(66) in the definition of Electronics Liabilities and clause (vii) of Section 1.1(215) in the definition of Tyco Retained Liabilities.

(112)       “Healthcare Master Trust” shall have the meaning set forth in Section 6.5(a)(ii)(A).

(113)       “Healthcare Option” shall have the meaning set forth in Section 6.1(a)(i).

(114)       “Healthcare Pension Plans” shall have the meaning set forth in Section 6.5(a)(i).

(115)       “Healthcare Plans” shall mean the employee benefit plans, policies, programs, payroll practices, and arrangements established or assumed by the Healthcare Group under this Agreement for the benefit of Healthcare Employees and, where applicable, Former Healthcare Employees.

(116)       “Healthcare Policies” shall mean all Policies, current or past, which are owned or maintained by or on behalf of Tyco or any Subsidiary of Tyco, which relate exclusively to the Healthcare Business and which Policies are either maintained by Healthcare or a member of the Healthcare Group or assignable to Healthcare or a member of the Healthcare Group.

(117)       “Healthcare Retiree Medical Plans” shall have the meaning set forth in Section 6.7.

(118)       “Healthcare RSIPs” shall have the meaning set forth in Section 6.6(a)(i).

(119)       “Healthcare Savings Plans” shall have the meaning set forth in Section 6.6(a).

(120)       “Healthcare Shared Policies” shall mean all Policies, current or past, which are owned or maintained by or on behalf of Tyco or any Subsidiary of Tyco which relate to the Healthcare Business, other than Healthcare Policies.

(121)       “Healthcare US Pension Plans” shall have the meaning set forth in Section 6.5(a)(ii).

(122)       “HIPAA” shall have the meaning set forth in Section 6.9(e).

(123)       “Income Taxes” shall have the meaning set forth in the Tax Sharing Agreement.

(124)       “Indemnifiable Loss” and “Indemnifiable Losses” shall mean any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’,

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consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder), excluding special, consequential, indirect, punitive damages (other than special, consequential, indirect and/or punitive damages awarded to any third party against an Indemnitee) and/or Taxes.

(125)       “Indemnifying Party” shall have the meaning set forth in Section 8.5(b).

(126)       “Indemnitee” shall have the meaning set forth in Section 8.5(b).

(127)       “Indemnity Payment” shall have the meaning set forth in Section 8.9(a).

(128)       “Information” shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, trade secrets, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), communications and materials otherwise related to or made or prepared in connection with or in preparation for any legal proceeding, and other technical, financial, employee or business information or data.

(129)       “Insurance Administration” shall mean, with respect to each Shared Policy, the accounting for premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles and retentions, as appropriate, under the terms and conditions of each of the Shared Policies; and the reporting to excess insurance carriers of any losses or claims which may cause the per-occurrence, per claim or aggregate limits of any Shared Policy to be exceeded, and the distribution of Insurance Proceeds as contemplated by this Agreement.

(130)       “Insurance Proceeds” shall mean those monies (i) received by an insured from an insurance carrier, including due to premium adjustments, whether or not retrospectively rated, or (ii) paid by an insurance carrier on behalf of an insured, in either case net of any applicable premium deductible or self insured retention.  For the avoidance of doubt, “Insurance Proceeds” shall not include any costs or expenses incurred by a Party in pursuing insurance coverage.

(131)       “Insured Claims” shall mean those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Shared Policies, whether or not subject to deductibles, co-insurance, self-insured retentions, or uncollectibility due to insurer insolvency.

(132)       “Intellectual Property” shall mean all intellectual property and industrial property rights of any kind or nature, including all U.S.  and foreign (i) patents, patent applications, patent disclosures, derivative patents and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof, (ii) Trademarks, (iii) copyrights and copyrightable subject matter, (iv) rights of

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publicity, (v) moral rights and rights of attribution and integrity, (vi) rights in Software, (vii) trade secrets and all other confidential information, know-how, inventions, proprietary processes, formulae, models and methodologies, (viii) rights of privacy and rights to personal information, (ix) telephone numbers and Internet protocol addresses, (x) all rights in the foregoing and in other similar intangible assets, (ix) all applications and registrations for the foregoing and (xii) all rights and remedies against past, present, and future infringement, misappropriation, or other violation of the foregoing.

(133)       [Reserved]

(134)       “Joint Venture Agreement” shall mean the Joint Venture Agreement by and among Tyco and Electronics, in the form attached hereto as Exhibit C.

(135)       “Law” shall mean any U.S. or non-U.S.  federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, income tax treaty, order, requirement or rule of law (including common law).

(136)       “Liabilities” shall mean any and all debts, liabilities, costs, expenses, interest and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, reserved or unreserved, or determined or determinable, including those arising under any Law, claim, demand, Action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity and those arising under any Contract or any fines, damages or equitable relief which may be imposed and including all costs and expenses related thereto.

(137)       “Liable Party” shall have the meaning set forth in Section 2.9(b).

(138)       “LIBOR” shall mean the London Interbank Offered Rate for U.S. Dollar deposits.

(139)       “License Agreements” shall mean the license agreements related to use of certain Tyco Trademarks to be entered between Tyco International Services, GmbH as the licensor and Tyco, Electronics and Healthcare individually as licensees.

(140)       “Management Agreement” shall have the meaning set forth in Section 2.5(c).

(141)       “Management Fee True-up Period” shall have the meaning set forth in Section 2.5(c).

(142)       “Managing Party” shall have the meaning set forth in Section 7.2(a).

(143)       “Mediation Period” shall have the meaning set forth in Section 10.2.

(144)       “New York Courts” shall have the meaning set forth in Section 12.19.

(145)       “NYSE” shall mean the New York Stock Exchange.

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(146)       “Option” (i) when immediately preceded by “Tyco,” shall mean an option to purchase shares of Tyco Common Stock granted pursuant to one of the Tyco Equity Plans; (ii) when immediately preceded by “Healthcare,” shall mean an option to purchase shares of Healthcare Common Stock as of the Healthcare Distribution, which Option shall be granted pursuant to the 2007 Healthcare Stock and Incentive Plan (as hereinafter defined) as part of the adjustment to Tyco Options in connection with the Healthcare Distribution or (iii) when immediately preceded by “Electronics,” shall mean an option to purchase shares of Electronics Common Stock as of the Electronics Distribution, which Option shall be granted pursuant to the 2007 Electronics Stock and Incentive Plan (as hereinafter defined) as part of the adjustment to Tyco Options in connection with the Electronics Distribution.

(147)       “Other Parties’ Auditors” shall have the meaning set forth in Section 5.3(b).

(148)       “Other Party” shall have the meaning set forth in Section 2.9(a).

(149)       “Other Party Marks” shall have the meaning set forth in Section 5.2(c).

(150)       “Party” shall have the meaning set forth in the preamble.

(151)       “Pension Plans” (i) when immediately preceded by “Tyco,” shall mean the pension plans sponsored by Tyco described in Section 6.5(c), (ii) when immediately preceded by “Healthcare,” shall mean the pension plans established by Healthcare under Section 6.5; and (iii) when immediately preceded by “Electronics,” shall mean the pension plans established by Electronics under Section 6.5(b).

(152)       “Performance Share Unit” (i) when immediately preceded by “Tyco,” shall mean a unit granted by Tyco pursuant to one of the Tyco Equity Plans representing a general unsecured promise by Tyco to deliver a share of Tyco Common Stock and which is subject to certain performance measures; (ii) when immediately preceded by “Healthcare” shall mean a unit granted by Healthcare representing a general unsecured promise by Healthcare to deliver a share of Healthcare Common Stock, which unit is granted pursuant to a Healthcare equity plan as part of the adjustment to Tyco Performance Share Units in connection with the Healthcare Distribution; and (iii) when immediately preceded by “Electronics” shall mean a unit granted by Electronics representing a general unsecured promise by Electronics to deliver a share of Electronics Common Stock, which unit is granted pursuant to an Electronics equity plan as part of the adjustment to Tyco Performance Share Units in connection with the Electronics Distribution.

(153)       “Person” shall mean any natural person, firm, individual, corporation, business trust, joint venture, association, company, limited liability company, partnership or other organization or entity, whether incorporated or unincorporated, or any Governmental Entity.

(154)       “PHI” shall have the meaning set forth in Section 6.9(e).

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(155)       “Plan of Separation” shall have the meaning set forth in the preamble.

(156)       “Policies” shall mean insurance policies and insurance Contracts of any kind (other than life and benefits policies or Contracts), including primary, excess and umbrella policies, comprehensive general liability policies, director and officer liability, fiduciary liability, automobile, aircraft, marine, property and casualty, workers’ compensation and employee dishonesty insurance policies, bonds and self-insurance and captive insurance company arrangements, together with the rights, benefits and privileges thereunder, including the insurance policies written by White Mountain Insurance Company and Mountainbran Limited.

(157)       “Pre-Distribution Electronics Stock Price” shall have the meaning set forth in Section 6.1(b)(ii).

(158)       “Pre-Distribution Healthcare Stock Price” shall have the meaning set forth in Section 6.1(a)(ii).

(159)       “Pre-Distribution Trust” shall have the meaning set forth in Section 6.9(k).

(160)       “Pre-Distribution Tyco Stock Price” shall have the meaning set forth in Section 6.1(c).

(161)       “Preliminary Electronics Cash Allocation” shall have the meaning set forth in Section 3.5(g).

(162)       “Preliminary Healthcare Cash Allocation” shall have the meaning set forth in Section 3.5(g).

(163)       “Preliminary Statement of Cash Allocation” shall have the meaning set forth in Section 3.5(g).

(164)       “Prime Rate” shall mean the rate per annum publicly announced by Citibank, N.A. (or successor thereto) from time to time as its prime rate in effect at its principal office in New York City.  For purposes of this Agreement, any change in the Prime Rate shall be effective on the date such change in the Prime Rate is publicly announced as effective.

(165)       “Provider” shall have the meaning set forth in Section 2.5(c).

(166)       “Recipient” shall have the meaning set forth in Section 2.5(c).

(167)       “Records” shall mean any Contracts, documents, books, records or files.

(168)       “Relevant Time” shall mean, 12:01 a.m., Eastern Standard Time as between (i) Tyco and Healthcare, on the Healthcare Distribution Date, (ii) Tyco and Electronics, on the Electronics Distribution Date and (iii) Healthcare and Electronics on the earlier to occur of the Healthcare Distribution Date and the Electronics Distribution Date.

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(169)       “Response Letter” shall have the meaning set forth in Section 3.5.

(170)       “Restricted Person” shall have the meaning set forth in Section 5.1(a).

(171)       “Restricted Stock” (i) when immediately preceded by “Tyco,” shall mean a grant by Tyco pursuant to one of the Tyco Equity Plans of a share of Tyco Common Stock subject to certain vesting or other restrictions; (ii) when immediately preceded by “Healthcare” shall mean a grant by Healthcare pursuant to the 2007 Healthcare Stock and Incentive Plan of a share of Healthcare Common Stock subject to certain vesting or other restrictions granted by Healthcare in connection with the Healthcare Distribution; and (iii) when immediately preceded by “Electronics” shall mean a grant by Electronics pursuant to the 2007 Electronics Stock and Incentive Plan of a share of Electronics Common Stock subject to certain vesting or other restrictions granted by Electronics in connection with the Electronics Distribution.

(172)       “Restricted Stock Unit” (i) when immediately preceded by “Tyco,” shall mean a unit granted by Tyco pursuant to one of the Tyco Equity Plans representing a general unsecured promise by Tyco to deliver a share of Tyco Common Stock; (ii) when immediately preceded by “Healthcare” shall mean a unit granted by Healthcare representing a general unsecured promise by Healthcare to deliver a share of Healthcare Common Stock, which unit is granted pursuant to the 2007 Healthcare Stock and Incentive Plan as part of the adjustment to Tyco Restricted Stock Units in connection with the Healthcare Distribution; and (iii) when immediately preceded by “Electronics” shall mean a unit granted by Electronics representing a general unsecured promise by Electronics to deliver a share of Electronics Common Stock, which unit is granted pursuant to the 2007 Electronics Stock and Incentive Plan as part of the adjustment to Tyco Restricted Stock Units in connection with the Electronics Distribution.

(173)       “Retained FCPA Liabilities” shall mean any Liabilities assessed by the DOJ, the Commission or any other Governmental Entity for any potential Liability of Tyco based on conduct occurring on or before the Final Separation Date under the United States Foreign Corrupt Practices Act of 1977, as amended, and other United States and foreign anti-bribery or other related Laws that are Assumed by the Parties as a Tyco Retained Liability (as reflected in Schedule 1.1(215)(i)), Healthcare Liability (as reflected in Schedule 1.1(111)(i)) or Electronics Liability (as reflected in Schedule 1.1(66)(i)), as the case may be.

(174)       “Rules” shall have the meaning set forth in Section 10.3.

(175)       “Section 125 Plan” (i) when immediately preceded by “Tyco,” shall mean a flexible spending account or flexible benefit plan qualified under Section 125 of the Internal Revenue Code sponsored by Tyco, (ii) when immediately preceded by “Healthcare,” shall mean the flexible spending account or flexible benefit plan

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qualified under Section 125 of the Internal Revenue Code sponsored program to be established by Healthcare under Section 6.8(b)(i); and (iii) when immediately preceded by “Electronics,” shall mean the short flexible spending account or flexible benefit plan qualified under Section 125 of the Internal Revenue Code sponsored to be established by Electronics under Section 6.8(b)(ii).

(176)       “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time that reference is made thereto.

(177)       “Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-entry, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws.

(178)       “Separation Expenses” shall have the meaning set forth in Section 12.5.

(179)       “Settlement Disbursement” shall have the meaning set forth in Section 7.1(c).

(180)       “Severance Plan” (i) when immediately preceded by “Tyco,” shall mean any severance program sponsored by Tyco, (ii) when immediately preceded by “Healthcare,” shall mean the severance program to be established by Healthcare under Section 6.8(c); and (iii) when immediately preceded by “Electronics,” shall mean the severance program to be established by Electronics under Section 6.8(c).

(181)       “Shared Contract” shall have the meaning set forth in Section 2.2(c)(i).

(182)       “Shared Policies” shall mean all Policies, current or past, which are owned or maintained by or on behalf of Tyco or any of its Subsidiaries which relate to one or more of the Tyco Retained Business, the Healthcare Business or the Electronics Business.

(183)       “Software” shall mean all computer programs (whether in source code, object code, or other form), algorithms, databases, compilations and data, and technology supporting the foregoing, and all documentation, including flowcharts and other logic and design diagrams, technical, functional and other specifications, and user and training materials related to any of the foregoing.

(184)       “Specified Shared Expenses” shall mean any costs and expenses relating to the items or categories set forth on Schedule 1.1(184) and shall be shared in the manner specified in Section 5.5.

(185)       “Statement of Cash Allocation” shall have the meaning set forth in Section 3.5.

(186)       “Statement of Cash Flow Detail” shall have the meaning set forth in Section 3.5.

(187)       “Subsidiary” shall mean with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in

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question, directly or indirectly owned by such Person and (ii) any other partnership, joint venture, association, joint stock company, trust, unincorporated organization or other entity in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such entity or otherwise has control over such entity (e.g., as the managing partner of a partnership).

(188)       “Tax” shall have the meaning set forth in the Tax Sharing Agreement.

(189)       “Tax Contest” shall have the meaning of the definition of “Audit” as set forth in the Tax Sharing Agreement.

(190)       “Tax Return” shall have the meaning set forth in the Tax Sharing Agreement.

(191)       “Tax Sharing Agreement” shall mean the Tax Sharing Agreement by and among Tyco, Healthcare and Electronics, in the form attached hereto as Exhibit D.

(192)       “Third Party Claim” shall have the meaning set forth in Section 8.5(b).

(193)       “Third Party Proceeds” shall have the meaning set forth in Section 8.9(a).

(194)       “TIS” shall have the meaning set forth in Section 5.2(d).

(195)       “Trademarks” shall mean all U.S.  and foreign trademarks, service marks, corporate names, trade names, domain names, logos, slogans, designs, trade dress and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing.

(196)       “Transfer” shall have the meaning set forth in Section 2.2(a)(i); and the term “Transferred” shall have its correlative meaning.

(197)       “Tyco” shall have the meaning set forth in the preamble.

(198)       “Tyco Balance Sheet” shall mean the combined balance sheet of the Tyco Group prepared to give effect to the transactions contemplated hereby, including the notes thereto, as of September 29, 2006, set forth in the Tyco Registration Statement; provided, that to the extent any Assets or Liabilities are Transferred by any Party or any member of its Group to Tyco or any member of the Tyco Group or vice versa in connection with the Plan of Separation and prior to the Final Separation Date, such assets and/or liabilities shall be deemed to be included or excluded from the Tyco Balance Sheet, as the case may be.

(199)       “Tyco Common Stock” shall mean the issued and outstanding shares of Tyco common stock, par value $0.20 per share, of Tyco International Ltd.

(200)       “Tyco Contingent Asset” shall mean (i) any of the Assets set forth on Schedule 1.1(200), (ii) any and all Assets relating to, arising out of or resulting from the

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business or operations of Tyco or any of its predecessor companies or businesses or any of its Affiliates, Subsidiaries and divisions other than any claim or right that is specified as a Healthcare Asset, Electronics Asset and/or Tyco Retained Asset (or otherwise specifically allocated to any Party or Parties under this Agreement or any Ancillary Agreement) (against any Person other than any member of the Tyco Group, Healthcare Group or Electronics Group), if and to the extent such claim or other right has accrued as of the Determination Date (or relates to any events or circumstances prior to the Determination Date), or if such claim or other right were known and fixed prior to the Determination Date, would have been reflected on the consolidated balance sheet of Tyco prior to the Determination Date or (iii) any Assets relating to, arising from or involving a general corporate matter of Tyco, including any Assets to the extent relating to, arising out of or resulting from any terminated or divested Business Entity, business or operation formerly owned or managed by Tyco or any of its Affiliates prior to the Determination Date (other than any Asset to the extent relating to any terminated Business Entity, business or operation formerly and primarily owned and managed by or associated with any member of the Healthcare Group, the Electronics Group or the Tyco Group, as the case may be, or any of their respective Businesses), and, in each case of subclauses (i), (ii) and (iii), which is not otherwise specified to be a Healthcare Asset, Electronics Asset or Tyco Retained Asset.  An Asset meeting the foregoing definition shall be considered a Tyco Contingent Asset regardless of whether there was any Action pending, threatened or contemplated as of the Determination Date with respect thereto.  For purposes of the foregoing, an Asset shall be deemed to have accrued as of the Determination Date if all the elements of the claim necessary for its assertion shall have occurred on or prior to the Determination Date, such that the Asset were it asserted in an Action on or prior to the Determination Date, would not be dismissed by a court on ripeness or similar grounds.

Notwithstanding anything to the contrary in this definition of Tyco Contingent Assets, Tyco Contingent Assets shall not include any Assets related to or attributable to or arising in connection with Taxes or Tax Returns that are expressly governed by the Tax Sharing Agreement

The term “Contingent” as used in the definition of “Tyco Contingent Asset” is a term of convenience only and shall not otherwise limit the type or manner of Assets that would otherwise be within the provisions of clauses (i) – (iii) of this definition.

(201)       “Tyco Deferred Compensation Liabilities” shall have the meaning set forth in Section 6.4(c).

(202)       “Tyco Deferred Compensation Plans” shall mean the nonqualified deferred compensation plans set forth in Schedule 6.4(c) and any other legacy nonqualified deferred compensation plan sponsored by members of the Tyco Group.

(203)       “Tyco Directors” shall have the meaning set forth in Section 6.1(d)(i).

(204)       “Tyco Employee” shall mean an active employee or an employee on vacation or on approved leave of absence (including maternity, paternity, parental, family, short-term or long-term sick leave, qualified military service and other approved

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leaves) who, (i) immediately following the Final Separation Date is employed by Tyco or any member of the Tyco Group.  Tyco Employee shall also include any employee of an entity in the Tyco Group who, as of the Final Separation Date, is receiving short-term or long-term disability benefits or workers’ compensation benefits.

(205)       “Tyco Equity Plans” shall mean, collectively, the equity-based plans set forth on Schedule 1.1(205).

(206)       “Tyco Group” shall mean Tyco and each Person (other than any member of the Healthcare Group or the Electronics Group) that is a direct or indirect Subsidiary of Tyco immediately after the Effective Time, and each Business Entity that becomes a Subsidiary of Tyco after the Effective Time, which shall include those entities identified as such on Schedule 1.1(206).

(207)       “Tyco Indemnitees” shall mean Tyco, each member of the Tyco Group, each of their respective directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing, except the Healthcare Indemnitees and the Electronics Indemnitees.

(208)       “Tyco International (US) Inc. Retirement Savings Master Trust” shall mean the trust created by an agreement between the plan sponsor and trustees of the Tyco International (US) Inc. Retirement Savings and Investment Plans I – VI and IX for purposes of holding assets under such plans.

(209)       “Tyco Master Trust” means the Tyco International Master Retirement Trust.

(210)       “Tyco Option” means an option to purchase from Tyco a stated number of shares of Tyco Common Stock at a specified price.

(211)       “Tyco Registration Statement” shall mean the Registration Statement on Form S-1 (No. 333-140064) filed by Tyco with the Commission in the form in which it became effective under the Securities Act.

(212)       “Tyco Retained Assets” shall mean:

(i)           the ownership interests in those Business Entities that are included in the definition of Tyco Group, including those Business Entities set forth on Schedule 1.1(206) in the definition of Tyco Group;

(ii)          all Tyco Retained Contracts, any rights or claims arising thereunder, and any other rights or claims or contingent rights or claims primarily relating to or arising from any Tyco Retained Asset or the Tyco Retained Business;

(iii)         any and all Assets (other than cash) reflected on the Tyco Balance Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for Tyco or any member of the Tyco Group subsequent to the date

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of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of such balance sheet;

(iv)         subject to Article XI, any rights of any member of the Tyco Group under any Policies, including any rights thereunder;

(v)          any and all Assets owned or held immediately prior to the applicable Relevant Time by Tyco or any of its Subsidiaries (including, prior to their applicable Distribution Date, Healthcare or any of their respective Subsidiaries) primarily relating to or used in the Tyco Retained Business.  The intention of this clause (v) is only to rectify any inadvertent omission of Transfer of any Asset that, had the Parties given specific consideration to such Asset as of the date hereof, would have otherwise been classified as a Tyco Retained Asset.  No Asset shall be deemed a Tyco Retained Asset solely as a result of this clause (v) unless a claim with respect thereto is made by Tyco within the applicable time period(s) established by Section 2.6(d);

(vi)         the Assets set forth on Schedule 1.1(212)(vi) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets which have been or are to be Transferred to Tyco or any other member of the Tyco Group; and

(vii)        any and all furnishings and office equipment located at a physical site of which the ownership or leasehold interest is being Transferred to Tyco; provided, that personal computers shall be Transferred to the Party who, following the Relevant Time, employs the applicable employee who, prior to the Relevant Time, used such personal computer.

Notwithstanding the foregoing, the Tyco Retained Assets shall not include:

(x)           any Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the Healthcare Group or Electronics Group, as the case may be; or

(y)          the Assets set forth or described on Schedule 1.1(200) (in the definition of Tyco Contingent Assets).

In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the foregoing provisions, for the purpose of determining what is and is not a Tyco Retained Asset, any item explicitly included on a Schedule referred to in this definition shall take priority over any provision of the text hereof, and clause (v) shall take priority over clause (iii) of this Section 1.1(212) and over clause (viii) of Section 1.1(48) in the definition of Electronics Assets and clause (viii) of Section 1.1(93) in the definition of Healthcare Assets.

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(213)“Tyco Retained Business” shall mean (i) the business and operations of the Fire and Security and Engineered Products and Services segments of Tyco as described in the Tyco Registration Statement for the fiscal year ended September 29, 2006, (ii) any other business conducted primarily through the use of the Tyco Retained Assets prior to the Relevant Time and (iii) the businesses and operations of Business Entities acquired or established by or for Tyco or any of its Subsidiaries in connection with the operation of the Tyco Retained Business after the date of this Agreement.

(214)“Tyco Retained Contracts” shall mean the following Contracts to which Tyco or any of its Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, whether or not in writing, except for any such Contract or part thereof (i) that is expressly contemplated not to be Transferred by any member of the Healthcare Group or the Electronics Group to Tyco or (ii) that is expressly contemplated to be Transferred to (or remain with) any member of the Healthcare Group or the Electronics Group, in each case, pursuant to any provision of this Agreement or any Ancillary Agreement:

(i)any Contract entered into in the name of, or expressly on behalf of, any division, business unit or member of the Tyco Group;

(ii)any Contract that relates primarily to the Tyco Retained Business;

(iii)any Contract representing capital or operating equipment lease obligations reflected on the Tyco Balance Sheet;

(iv)any Contract or part thereof, that is otherwise expressly contemplated pursuant to this Agreement (including pursuant to Section 2.2(c)) or any of the Ancillary Agreements to be assigned to any member of the Tyco Group; and

(v)any guarantee, indemnity, representation or warranty of or in favor of any member of the Tyco Group.

(215)“Tyco Retained Liabilities” shall mean:

(i)any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto, including Schedule 1.1(215)(i) hereto) as Liabilities to be Assumed by any member of the Tyco Group, and all obligations and Liabilities expressly Assumed by any member of the Tyco Group under this Agreement or any of the Ancillary Agreements;

(ii)any and all Liabilities primarily relating to, arising out of or resulting from:

(A)the operation or conduct of the Tyco Retained Business, as conducted at any time prior to, on or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure

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to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority));

(B)the operation or conduct of any business conducted by any member of the Tyco Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority)); or

(C)any Tyco Retained Assets, whether arising before, on or after the Effective Time;

(iii)any Liabilities to the extent relating to, arising out of or resulting from any terminated or divested Business Entity, business or operation (A) formerly and primarily owned or managed by or associated with any member of the Tyco Group as it relates to the Tyco Retained Business or (B) set forth on Schedule 1.1(215)(iii);

(iv)any Liabilities relating to employees of Tyco who do not become either a Healthcare Employee or Electronics Employee, in each case, immediately following the Effective Time and Former Tyco Employees;

(v)any Liabilities relating to, arising out of or resulting from any indebtedness (including debt securities and asset-backed debt) of any member of the Tyco Group or indebtedness (regardless of the issuer of such indebtedness) exclusively relating to the Tyco Retained Business or any indebtedness (regardless of the issuer of such indebtedness) secured exclusively by any of the Tyco Retained Assets (including any Liabilities relating to, arising out of or resulting from a claim by a holder of any such indebtedness, in its capacity as such);

(vi)Specified Shared Expenses to the extent provided in Section 5.5; and

(vii)all Liabilities reflected as Liabilities or obligations on the Tyco Balance Sheet or the accounting records supporting such balance sheet, and all Liabilities arising or Assumed after the date of such balance sheet which, had they arisen or been Assumed on or before such date and been retained as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any discharge of such Liabilities subsequent to the date of the Tyco Balance Sheet.

Notwithstanding anything to the contrary herein, the Tyco Retained Liabilities shall not include:

(x)any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to

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be retained or Assumed by any member of the Healthcare Group or the Electronics Group or for which any such Party is liable;

(y)any Contracts expressly Assumed by any member of the Healthcare Group or the Electronics Group under this Agreement or any of the Ancillary Agreements; and

(z)any Liabilities expressly discharged pursuant to Section 2.4 of this Agreement.

In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the foregoing provisions, for the purpose of determining what is and is not a Tyco Liability, any item explicitly included on a Schedule referred to in this definition shall take priority over any provision of the text hereof, and clause (ii) shall take priority over clause (vii) of this Section 1.1(215) and over clause (viii) of Section 1.1(111) in the definition of Healthcare Liabilities and clause (vii) of Section 1.1(215) in the definition of Tyco Retained Liabilities.

For the sake of clarity, no Liability shall be a Tyco Retained Liability solely as a result of Tyco being named as party to or in any Action due to Tyco’s status as the remaining and legacy Business Entity, or as a result of its status as the direct or indirect stockholder of any Business Entity (unless such entity is (A) a member of the Tyco Group and (B) such Liability primarily relates to the Tyco Retained Business or otherwise fits within one of the categories of Tyco Retained Liabilities in clauses (i) through (vii) above).

(216)“Tyco Retained Pension Plans” shall have the meaning set forth in Section 6.5(c)(i).

(217)“Tyco Retained Plans” shall mean the employee benefit plans, policies, programs, payroll practices, and arrangements retained by the Tyco Group under this Agreement for the benefit of Tyco Employees and, where applicable, Former Tyco Employees.

(218)“Tyco Retained Savings Plans” means the savings plans sponsored by Tyco described in Section 6.6(c).

(219)“Tyco Retiree Medical Plans” shall have the meaning set forth in Section 6.7.

(220)“Tyco Target Cash Balance” means $1 billion.

(221)“Unallocated FCPA Liabilities” shall mean any Liabilities, to the extent not otherwise exclusively a Retained FCPA Liability, assessed by the DOJ, the Commission or any other Governmental Entity for any potential liability of Tyco based on conduct occurring on or before the Final Separation Date under the United States Foreign Corrupt Practices Act of 1977, as amended, and other United States and foreign anti-bribery or other related Laws.

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(222)“VITAL Campaign” shall have the meaning set forth in Section 5.2(d).

(223)“VITAL Marks” shall have the meaning set forth in Section 5.2(d).

(224)“VITAL Properties” shall have the meaning set forth in Section 5.2(d).

(225)“2007 Internal Control Audit and Management Assessments” shall have the meaning set forth in Section 5.3(a).

(226)“2007 Healthcare Stock and Incentive Plan” shall have the meaning set forth in Section 6.1(a)(iv).

(227)“2007 Electronics Stock and Incentive Plan” shall have the meaning set forth in Section 6.1(b)(iv).

Section 1.2References; Interpretation.  References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa.  Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”.  Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement.  Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.

Section 1.3Effective Time; Suspension.

(a)This Agreement shall be effective as of the Effective Time.

(b)Notwithstanding Section 1.3(a) above, as between any of the Parties that are Affiliates, the provisions of, and the obligations under, this Agreement shall be suspended as between such Parties until the applicable Relevant Time, other than for Sections 2.1, 2.2, 2.3 and 2.7 each of which will be effective as of the Effective Time.

ARTICLE II

THE SEPARATION

Section 2.1General.  Subject to the terms and conditions of this Agreement, the Parties shall use, and shall cause their respective Affiliates to use, their respective best efforts to consummate the transactions contemplated hereby, a portion of which have already been implemented prior to the date hereof.  It is the intent of the Parties that after consummation of the transactions contemplated hereby Tyco shall be restructured, to the extent necessary, such that following the consummation of such restructuring, subject to Section 2.6, (i) all of Tyco’s and its Subsidiaries’ right, title and interest in and to the Healthcare Assets will be owned or held by a member of the Healthcare Group, the Healthcare Business will be conducted by the members of the Healthcare Group and all of the Healthcare Liabilities will be Assumed directly or indirectly

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by (or remain with) a member of the Healthcare Group, (ii) all of Tyco’s and its Subsidiaries’ right, title and interest in and to the Electronics Assets will be owned or held by a member of the Electronics Group, the Electronics Business will be conducted by the members of the Electronics Group and all of the Electronics Liabilities will be Assumed directly or indirectly by (or remain with) a member of the Electronics Group, and (iii) all of Tyco’s and its Subsidiaries’ right, title and interest in and to the Tyco Retained Assets will be owned or held by a member of the Tyco Group, the Tyco Retained Business will be conducted by the members of the Tyco Group and all of the Tyco Retained Liabilities will be Assumed directly or indirectly by (or remain with) a member of the Tyco Group.

Section 2.2Transfer of Assets.

(a)On or prior to the Effective Time and to the extent not already completed (and it being understood that some of such Transfers may occur following the Effective Time in accordance with Section 2.6), pursuant to the Conveyancing and Assignment Documents:

(i)Tyco shall, on behalf of itself and its Subsidiaries, as applicable, transfer, contribute, assign and convey or cause to be transferred, contributed, assigned and conveyed (“Transfer”) to (A) Healthcare or another member of the Healthcare Group all of its and its Subsidiaries’ right, title and interest in and to the Healthcare Assets and (B) Electronics or another member of the Electronics Group all of its and its Subsidiaries’ right, title and interest in and to the Electronics Assets;

(ii)Healthcare shall, on behalf of itself and its Subsidiaries, as applicable, Transfer to (A) Tyco or another member of the Tyco Group all of its and its Subsidiaries’ right, title and interest in and to the Tyco Retained Assets, and (B) Electronics or another member of the Electronics Group all of its and its Subsidiaries’ right, title and interest in and to the Electronics Assets; and

(iii)Electronics shall, on behalf of itself and its Subsidiaries, as applicable, Transfer to (A) Tyco or another member of the Tyco Group all of its and its Subsidiaries’ right, title and interest in and to the Tyco Retained Assets, and (B) Healthcare or another member of the Healthcare Group all of its and its Subsidiaries’ right, title and interest in and to the Healthcare Assets.

(b)[Reserved]

(c)Treatment of Shared Contracts.  Without limiting the generality of the obligations set forth in Section 2.2(a) and 2.2(b):

(i)Unless the Parties otherwise agree or the benefits of any Contract described in this Section are expressly conveyed to the applicable Party pursuant to an Ancillary Agreement, (A) any Contract that is (1) listed on Schedule 2.2(c), (2) a Tyco Retained Asset but inures in part to the benefit or burden of any member of the Healthcare Group or the Electronics Group, as the case may be, (3) a Healthcare Asset but inures in part to the benefit or burden of any member of

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the Tyco Group or the Electronics Group, as the case may be or (4) an Electronics Asset but inures in part to the benefit or burden of any member of the Tyco Group or the Healthcare Group, as the case may be (each, a “Shared Contract”), shall be assigned in part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, on or after the Effective Time, so that each Party or the members of their respective Groups as of the Effective Time shall be entitled to the rights and benefits, and shall Assume the related portion of any Liabilities, inuring to their respective Businesses; provided, however, that (x) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract (including any Policy) which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled) and (y) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended or if such assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, the Parties shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause a member of the Healthcare Group, the Electronics Group or the Tyco Group, as the case may be, to receive the benefit of that portion of each Shared Contract that relates to the Healthcare Business, the Electronics Business or the Tyco Retained Business, as the case may be (in each case, to the extent so related) as if such Shared Contract had been assigned to (or amended to allow) a member of the applicable Group pursuant to this Section 2.2 and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement) as if such Liabilities had been Assumed by a member of the applicable Group pursuant to this Section 2.2.

(ii)Each of Tyco, Healthcare and Electronics shall, and shall cause the members of its Group to, (A) treat for all Income Tax purposes the portion of each Shared Contract inuring to its respective Businesses as Assets owned by, and/or Liabilities of, as applicable, such Party not later than the applicable Relevant Time and (B) neither report nor take any Income Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or good faith resolution of a Tax Contest relating to Income Taxes).

(iii)Nothing in this Section 2.2(c) shall require any member of any Group to make any material payment (except to the extent advanced, Assumed or agreed in advance to be reimbursed by any member of the other Group or as otherwise provided on Schedule 1.1(14)), incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(c).

(d)Consents.  The Parties shall use their best efforts to obtain the required Consents to Transfer any Assets, Contracts, licenses, permits and authorizations issued by any Governmental Entity or parts thereof as contemplated by this Agreement.

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Section 2.3Assumption and Satisfaction of Liabilities.

(a)Except as otherwise specifically set forth in any Ancillary Agreement, from and after the Effective Time (i) Tyco shall, or shall cause a member of the Tyco Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Tyco Retained Liabilities, (ii) Healthcare shall, or shall cause a member of the Healthcare Group to, Assume all the Healthcare Liabilities and (iii) Electronics shall, or shall cause a member of the Electronics Group to, Assume all the Electronics Liabilities, in each case, regardless of (A) when or where such Liabilities arose or arise, (B) whether the facts upon which they are based occurred prior to, on or subsequent to the Effective Time, (C) where or against whom such Liabilities are asserted or determined or (D) whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Tyco Group, the Healthcare Group or the Electronics Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates.

(b)In the event that Tyco incurs Unallocated FCPA Liabilities, the Parties agree that each Party shall be responsible for payment of thirty-three and one-third percent (33 1/3 %) of such Unallocated FCPA Liabilities.  Each Party’s payment with respect to its share of Unallocated FCPA Liabilities shall be made within sixty (60) days from the date such amounts are agreed to with respect to settlement or assessed by the DOJ and/or the Commission.

Section 2.4Intercompany Accounts.

(a)Except as set forth in Section 8.1(b), all intercompany receivables, payables and loans (other than receivables, payables and loans otherwise specifically provided for under this Agreement, under any Ancillary Agreement or under any Continuing Arrangements as set forth on Schedule 1.1(27), including payables created or required hereby or by any Ancillary Agreement or any Continuing Arrangements) treated as debt for U.S.  federal income Tax purposes by the Parties, if any, (a) between any member of the Tyco Group, on the one hand, and any member of the Healthcare Group or the Electronics Group, on the other hand or (b) between any member of the Healthcare Group, on the one hand, and any member of the Electronics Group, on the other hand, in each case, which exist and are reflected in the accounting records of the relevant Parties as of the applicable Relevant Time shall be promptly eliminated as discovered, subject to the relevant Parties’ agreement (I) as to the most cost efficient means of effecting such elimination, and (II) to share any incremental costs arising as a result of such elimination; provided, however, that in any event any such means of elimination shall place the Parties in the same position as if the means were economically equivalent to an elimination of such amount as of the Relevant Time; and, provided further, that if the relevant Parties cannot agree on a means of elimination within thirty (30) days from the date on which all relevant Parties have notice of the discovery of such item, then the item shall be deemed eliminated without further action.  Except as set forth in Section 8.1(b), all intercompany balances not treated as debt for U.S.  federal income Tax purposes by the Parties, including in respect of any cash balances, any cash balances representing

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deposited checks or drafts for which only a provisional credit has been allowed or any cash held in any centralized cash management system, (a) between any member of the Tyco Group, on the one hand, and any member of the Healthcare Group or the Electronics Group, on the other hand or (b) between any member of the Healthcare Group, on the one hand, and any member of the Electronics Group, on the other hand, in each case, which exist and are reflected in the accounting records of the relevant Parties as of the applicable Relevant Time shall be promptly eliminated as discovered, subject to the relevant Parties’ agreement (I) as to the most cost efficient means of effecting such elimination, and (II) to share any incremental costs arising as a result of such elimination; provided, however, that in any event any such means of elimination shall place the Parties in the same position as if the means were economically equivalent to an elimination of such amount as of the Relevant Time; and, provided further, that if the relevant Parties cannot agree on a means of elimination within thirty (30) days from the date on which all relevant Parties have notice of the discovery of such item, then the item shall be deemed eliminated without further action.

(b)As between any two Parties (and the members of their respective group) all payments and reimbursements received after the applicable Relevant Time by any Party (or member of its Group) that relate to a Business, Asset or Liability of another Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and, promptly upon receipt by such Party of any such payment or reimbursement, such Party shall pay or shall cause the applicable member of its Group to pay over to the applicable Party the amount of such payment or reimbursement without right of set-off.

Section 2.5Limitation of Liability.

(a)Except as provided in Section 3.5 or in the case of any knowing violation of Law, fraud or misrepresentation, no Party shall have any Liability to any other Party in the event that any Information exchanged or provided pursuant to this Agreement which is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate.

(b)No Party or any Subsidiary thereof shall be liable to any other Party or any Subsidiary of any other Party based upon, arising out of or resulting from any Contract, arrangement, course of dealing or understanding existing on or prior to the Relevant Time (other than this Agreement, any Ancillary Agreement, any Continuing Arrangements, any Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby or by the Plan of Separation or any Contract specified on Schedule 2.5) and each Party hereby terminates any and all Contracts, arrangements, courses of dealing or understandings between or among it and any other Party effective as of the Relevant Time (other than this Agreement or, any Ancillary Agreement, and Continuing Arrangements, any Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby or by the Plan of Separation or any Contract specified on Schedule 2.5), provided, however, that with respect to any Contract, arrangement, course of dealing or understanding discovered after the Relevant Time, the relevant Parties agree to terminate such Contract, arrangement, course of

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dealing or understanding subject to the relevant Parties’ agreement (I) as to the most cost efficient means of effecting such cancellation, release and waiver and (II) to share any incremental costs arising as a result of such resolution; provided, however, that in any event any such means of effecting such cancellation, release and waiver shall place the Parties in the same position as if the means were economically equivalent to an elimination of such amount as of the Relevant Time; and, provided further, that if the relevant Parties cannot agree on a resolution within thirty (30) days from the date that all relevant Parties have notice of the discovery of any such Contract, arrangement, course of dealing or understanding, then such item shall be deemed eliminated without further action of the Parties.  It is the Parties intent that no such terminated Contract, arrangement, course of dealing or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the applicable Relevant Time, or, where applicable, after the resolution described in this Section 2.5 following discovery of such Contract, arrangement, course of dealing or understanding after the Relevant Time.

(c)Certain Payments Under Management Agreement.  Certain Subsidiaries of the Parties are parties to a management services agreement (the “Management Agreement”) pursuant to which Tyco International Management Company (the “Provider”) provides various management services to certain U.S. Subsidiaries of the Parties (individually a “Recipient” and collectively the “Recipients”). Notwithstanding that the Management Agreement terminates upon the Distributions pursuant to Section 4.01 of the Management Agreement and Section 2.5(b) of this Agreement, the Parties acknowledge and agree their respective payment obligations or right to a refund of a previous payment under the Management Agreement shall survive the termination of the Management Agreement for the one hundred and twenty (120) day period following the Final Separation Date ( the “Management Fee True Up Period”).  During the True Up Period, the Parties (and members of their respective Groups) shall cooperate to provide all data and assistance necessary to permit the Provider to make a final calculation of amounts due or refundable pursuant to Section 2.01 of the Management Agreement.  At least thirty (30) days prior to the termination of the Management Fee True Up Period, the Provider shall submit a final invoice or credit memorandum to each Recipient, and no later than ten (10) days after the receipt of such final invoice or credit memorandum each Recipient owing additional amounts shall pay the Provider any amounts due or, as the case may be, the Provider shall refund any overpaid amounts to each Recipient that overpaid the Provider.  All determinations made by the Provider shall be conclusively presumed to be correct and are final and each Recipient shall have no rights to contest the amount determined by the Provider.

(d)Prior Payments Under the Management Agreement.  The Parties recognize (i) that Healthcare and Electronics (or their respective Subsidiaries) have previously paid Provider certain amounts pursuant to the Management Agreement; and (ii) that a portion of such payments represents each of Healthcare’s and Electronics’ (or their Subsidiaries’) share of compensation expense for amortization of certain grants of Tyco Restricted Stock and/or Tyco Restricted Stock Units in respect to those employees listed in Schedule 6.1(d).  The Parties further recognize that pursuant to Section 6.2(a) and Section 6.2(b)(i) herein, (A) Healthcare will be obligated to deliver certain Healthcare Restricted

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Stock and/or Healthcare Restricted Stock Units and (B) Electronics will be obligated to deliver Electronics Restricted Stock and/or Electronics Restricted Stock, to such employees listed in Schedule 6.1(d).  The Parties agree that in addition to and separate from any amounts due to or from Provider pursuant to Section 2.5(c) above, to refund to each of Healthcare and Electronics, prior to expiration of the Management Fee True-up Period, an amount reasonably approximating such Party’s (and including its Subsidiaries’) share of compensation expense for amortization of certain grants of Tyco Restricted Stock and/or Tyco Restrict Stock Units described in subclause (ii) of this Section 2.5(d).

Section 2.6Transfers Not Effected On or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time.

(a)To the extent that any Transfers contemplated by this Article II shall not have been consummated on or prior to the Effective Time, the Parties shall use best efforts to effect such Transfers as promptly following the Effective Time as shall be practicable.  Nothing herein shall be deemed to require the Transfer of any Assets or the Assumption of any Liabilities which by their terms or operation of Law cannot be Transferred; provided, however, that the Parties and their respective Subsidiaries shall cooperate and use best efforts to seek to obtain any necessary Consents or Governmental Approvals for the Transfer of all Assets and Assumption of all Liabilities contemplated to be Transferred and Assumed pursuant to this Article II.  In the event that any such Transfer of Assets or Assumption of Liabilities has not been consummated, from and after the Effective Time (i) the Party retaining such Asset shall thereafter hold such Asset for the use and benefit of the Party entitled thereto (at the expense of the Person entitled thereto) and (ii) the Party intended to Assume such Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Party retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability.  In addition, the Party retaining such Asset or Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to which such Asset is to be Transferred or by the Party Assuming such Liability in order to place such Party, insofar as reasonably possible, in the same position as if such Asset or Liability had been Transferred or Assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liability, are to inure from and after the Effective Time to the member or members of the Tyco Group, the Healthcare Group or the Electronics Group entitled to the receipt of such Asset or required to Assume such Liability.  In furtherance of the foregoing, the Parties agree that, as of the Effective Time, each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have Assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to Assume pursuant to the terms of this Agreement.

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(b)If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of Transfer of any Asset or deferral of the Assumption of any Liability pursuant to Section 2.6(a), are obtained or satisfied, the Transfer, assignment, Assumption or novation of the applicable Asset or Liability shall be effected in accordance with and subject to the terms of this Agreement and/or the applicable Ancillary Agreement.

(c)The Party retaining any Asset or Liability due to the deferral of the Transfer of such Asset or the deferral of the Assumption of such Liability pursuant to Section 2.6(a) or otherwise shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Party entitled to such Asset or the Person intended to be subject to such Liability, other than reasonable attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Party entitled to such Asset or the Person intended to be subject to such Liability.

(d)On and prior to the eighteen (18) month anniversary following the applicable Relevant Time, if any Party owns any Asset, that, although not Transferred pursuant to this Agreement, is agreed by such Party and the other applicable Party in their good faith judgment to be an Asset that more properly belongs to the other Party or a Subsidiary of the other Party, or an Asset that such other Party or Subsidiary was intended to have the right to continue to use (other than (for the avoidance of doubt), as between any two Parties, for any Asset acquired from an unaffiliated third party by a Party or member of such Party’s Group following the applicable Relevant Time), then the Party owning such Asset shall, as applicable (i) Transfer any such Asset to the Party identified as the appropriate transferee and following such Transfer, such Asset shall be a Healthcare Asset, Electronics Asset or Tyco Retained Asset, as the case may be, or (ii) grant such mutually agreeable rights with respect to such Asset to permit such continued use, subject to, and consistent with this Agreement, including with respect to Assumption of associated Liabilities, in all events, subject to the relevant Parties’ agreement (I) as to the most cost efficient means of effecting such Transfer or grant of rights and (II) to share any incremental costs arising as a result of such Transfer or grant of rights; provided, that if the relevant Parties cannot agree on a means of effecting the Transfer or grant of rights within thirty (30) days from the date that all relevant Parties have notice of the discovery of such Asset, then the Asset shall be immediately Transferred or such rights shall be immediately granted in accordance with Sections 2.2(d) and 2.6(a).

(e)After the Relevant Time, each Party (or any member of its Group) may receive mail, packages and other communications properly belonging to another Party (or any member of its Group).  Accordingly, at all times after the Relevant Time, each Party authorizes the other applicable Party to receive and open all mail, packages and other communications received by such Party, and to the extent that they do not relate to the business of the receiving Party, the receiving Party shall promptly deliver such mail, packages or other communications (or, in case the same relate to both businesses, copies thereof) to the other Party as provided for in Section 12.6.  The provisions of this Section 2.6(e) are not intended to, and shall not, be deemed to constitute an authorization

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by any Party to permit the other to accept service of process on its behalf and no Party is or shall be deemed to be the agent of any other Party for service of process purposes.

(f)With respect to Assets and Liabilities described in Section 2.6(a), each of Tyco, Healthcare and Electronics shall, and shall cause the members of its respective Group to, (i) treat for all Income Tax purposes (A) the deferred Assets as assets having been Transferred to and owned by the Party entitled to such Assets not later than the applicable Relevant Time and (B) the deferred Liabilities as liabilities having been Assumed and owned by the Person intended to be subject to such Liabilities not later than the applicable Relevant Time and (ii) neither report nor take any Income Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or good faith resolution of a Tax Contest relating to Income Taxes).

Section 2.7Conveyancing and Assumption Instruments.  In connection with, and in furtherance of, the Transfers of Assets and the acceptance and Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities, any Conveyancing and Assumption Instruments necessary to evidence the valid and effective Assumption by the applicable Party of its Assumed Liabilities and the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its accepted Assets for Transfers and Assumptions to be effected pursuant to New York Law or the Laws of one of the other states of the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions to be effected pursuant to non-U.S.  Laws, in such other form as the Parties shall reasonably agree, including the Transfer of real property with deeds as may be appropriate.  The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S.  jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.

Section 2.8Further Assurances.

(a)In addition to and without limiting the actions specifically provided for elsewhere in this Agreement, including Section 2.6, each of the Parties shall cooperate with each other and use (and will cause their respective Subsidiaries and Affiliates to use) best efforts, on and after the Effective Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b)Without limiting the foregoing, on and after the Effective Time, each Party shall cooperate with the other Parties, and without any further consideration, but at the expense of the requesting Party from and after the Effective Time, to execute and deliver, or use best efforts to cause to be executed and delivered, all instruments, including instruments of Transfer or title, and to make all filings with, and to obtain all Consents and/or Governmental Approvals, any permit, license, Contract, indenture or other instrument (including any Consents or Governmental Approvals), and to take all

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such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the Transfers of the applicable Assets and the assignment and Assumption of the applicable Liabilities and the other transactions contemplated hereby and thereby.  Without limiting the foregoing, each Party will, at the reasonable request, cost and expense of any other Party, take such other actions as may be reasonably necessary to vest in such other Party such title as possessed by the transferring Party to the Assets allocated to such other Party under this Agreement or any of the Ancillary agreements, free and clear of any Security Interest, if and to the extent it is practicable to do so.

Section 2.9Novation of Liabilities.

(a)Each Party, at the request of another Party, shall use best efforts to obtain, or to cause to be obtained, any Consent, substitution or amendment required to novate or assign all obligations under Contracts, licenses and other obligations or Liabilities for which a member of such Party’s Group and a member of another Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Party as provided in this Agreement (such other Party, the “Other Party”), or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Group who Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group will be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefor to any third party from whom any such Consent, substitution or amendment is requested (unless such Party is fully reimbursed by the requesting Party).

(b)If the Parties are unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment, the Other Party or a member of such Other Party’s Group shall continue to be bound by such Contract, license or other obligation that does not constitute a Liability of such Other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who Assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such Other Party or member of such Other Party’s Group thereunder from and after the Effective Time.  The Liable Party shall indemnify each Other Party and hold each of them harmless against any Liabilities (other than Liabilities of such Other Party) arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify any Other Party with respect to any matter to the extent that such Other Party has engaged in any knowing violation of Law, fraud or misrepresentation in connection therewith.  The Other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement).  If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or

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other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer all rights, obligations and other Liabilities thereunder of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities.

(c)If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability.  For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Section 2.10Guarantees.

(a)Except for those guarantees set forth on Schedule 2.10(a) where Tyco shall remain as guarantor and the applicable Party shall indemnify and hold harmless the Tyco Indemnitees for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VIII) or as otherwise specified in any Ancillary Agreement on or prior to the Effective Time or as soon as practicable thereafter, (i) Tyco shall (with the reasonable cooperation of the applicable member of the Healthcare Group or Electronics Group) use its best efforts to have any member of the Healthcare Group and/or the Electronics Group removed as guarantor of or obligor for any Tyco Retained Liability, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Tyco Retained Liabilities, (ii) Healthcare shall (with the reasonable cooperation of the applicable member of the Tyco Group or Electronics Group) use its best efforts to have any member of the Tyco Group and/or the Electronics Group removed as guarantor of or obligor for any Healthcare Liability, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to Healthcare Liabilities and (iii) Electronics shall (with the reasonable cooperation of the applicable member of the Tyco Group or any Healthcare Group) use its best efforts to have any member of the Tyco Group and/or the Healthcare Group removed as guarantor of or obligor for any Electronics Liability, including in respect of those guarantees set forth on Schedule 2.10(a)(iii), to the extent that they relate to Electronics Liabilities.

(b)On or prior to the Relevant Time, to the extent required to obtain a release from a guaranty (a “Guaranty Release”):

(i)of any member of the Tyco Group, Healthcare and/or Electronics shall, as applicable, execute a guaranty agreement in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such

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guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Healthcare or Electronics, as the case may be, would be reasonably unable to comply or (B) which would be reasonably expected to be breached;

(ii)of any member of the Healthcare Group, Tyco and/or Electronics, shall, as applicable, execute a guaranty agreement in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Tyco or Electronics, as the case may be, would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and

(iii)of any member of the Electronics Group, Tyco and/or Healthcare shall, as applicable, execute a guaranty agreement in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Tyco or Healthcare, as the case may be, would be reasonably unable to comply or (B) which would be reasonably expected to be breached.

(c)If Tyco, Healthcare or Electronics is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, (i) the relevant member of the Tyco Group, Healthcare Group or Electronics Group, as applicable, that has assumed the Liability with respect to such guaranty shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VIII) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder and (ii) each of Tyco, Healthcare and Electronics, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guarantee, lease, contract or other obligation for which another Party or member of such Party’s Group is or may be liable unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party; provided, however, with respect to leases, in the event a Guaranty Release is not obtained and the relevant beneficiary wishes to extend the term of such guaranteed lease, then such beneficiary shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease.

Section 2.11Disclaimer of Representations and Warranties.  EACH OF TYCO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE TYCO GROUP), HEALTHCARE (ON BEHALF OF ITSELF AND EACH MEMBER OF THE HEALTHCARE GROUP), AND ELECTRONICS (ON BEHALF OF ITSELF AND EACH MEMBER OF THE ELECTRONICS GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT OR IN ANY CONTINUING

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ARRANGEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENTS OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF.  EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

ARTICLE III

CERTAIN ACTIONS AT OR PRIOR TO THE DISTRIBUTIONS

Section 3.1Certificate of Incorporation; Bye-laws.

(a)On or prior to the Healthcare Distribution Date, all necessary actions shall be taken to adopt the form of Certificate of Incorporation and Bye-laws filed by Healthcare with the Commission as exhibits to the Healthcare Form 10.

(b)On or prior to the Electronics Distribution Date, all necessary actions shall be taken to adopt the form of Certificate of Incorporation and Bye-laws filed by Electronics with the Commission as exhibits to the Electronics Form 10.

Section 3.2Directors.

(a)On or prior to the Healthcare Distribution Date, Tyco shall take all necessary action to cause the Board of Directors of Healthcare to consist of the individuals identified in the Healthcare Information Statement as director nominees of Healthcare.

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(b)On or prior to the Electronics Distribution Date, Tyco shall take all necessary action to cause the Board of Directors of Electronics to consist of the individuals identified in the Electronics Information Statement as director nominees of Electronics.

Section 3.3Resignations.

(a)On or prior to the Healthcare Distribution Date, (i) Tyco shall cause all its employees and any employees of its Affiliates (excluding any employees of any member of the Healthcare Group) to resign, effective as of the Healthcare Distribution Date, from all positions as officers or directors of any member of the Healthcare Group in which they serve, and (ii) Healthcare shall cause all its employees and any employees of its Affiliates to resign, effective as of the Healthcare Distribution Date, from all positions as officers or directors of any members of the Tyco Group or the Electronics Group in which they serve.

(b)On or prior to the Electronics Distribution Date, (i) Tyco shall cause all its employees and any employees of its Affiliates (excluding any employees of any member of the Electronics Group) to resign, effective as of the Electronics Distribution Date, from all positions as officers or directors of any member of the Electronics Group in which they serve, and (ii) Electronics shall cause all its employees and any employees of its Affiliates to resign, effective as of the Electronics Distribution Date, from all positions as officers or directors of any members of the Tyco Group or the Healthcare Group in which they serve.

(c)No Person shall be required by any Party to resign from any position or office with another Party if such Person is disclosed in the applicable Information Statement as the Person who is to hold such position or office following the applicable Distribution.

Section 3.4[Reserved]

Section 3.5Cash Adjustments.

(a)Subject to Section 3.5(c), prior to the Final Separation Date, either (i) Healthcare will transfer funds to Tyco or (ii) Tyco will transfer funds to Healthcare, such that Healthcare’s cash balance in its accounts immediately prior to the Final Separation Date shall equal at least $500 million (net of unpaid Separation Expenses approved by the Executive Vice President and Chief Financial Officer of Tyco to be borne by Healthcare pursuant to Section 12.5) (the “Healthcare Target Cash Balance”).

(b)Subject to Section 3.5(c), prior to the Final Separation Date, either (i) Electronics will transfer funds to Tyco or (ii) Tyco will transfer funds to Electronics, such that Electronics’ cash balance in its accounts immediately prior to the Final Separation Date shall equal at least $500 million (net of unpaid Separation Expenses approved by the Executive Vice President and Chief Financial Office of Tyco to be borne by Electronics pursuant to Section 12.5) (the “Electronics Target Cash Balance”).

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(c)Notwithstanding Sections 3.5(a) and (b), if on the Business Day prior to the Final Separation Date, Tyco’s separation bank cash balance as reflected in Tyco’s daily liquidity report is less than $700 million (net of unpaid Separation Expenses approved the Executive Vice president and Chief Financial Officer of Tyco to be borne by Tyco pursuant to Section 12.5) after making the adjustments contemplated in Sections 3.5(a) and (b), then each of the Electronics Target Cash Balance and Healthcare Target Cash Balance will be reduced by an amount equal to 50% of the amount by which Tyco’s cash balance is below $700 million (net of unpaid Separation Expenses approved by the Executive Vice President and Chief Financial Officer of Tyco to be borne by Tyco pursuant to Section 12.5).  In the event that the actual book cash balance of the Parties on the Final Separation Date is greater than the sum of the Healthcare Target Cash Balance, Electronics Target Cash Balance and the Tyco Target Cash Balance, as calculated above, such excess cash will be allocated to the Parties on the basis of each Parties’ respective contribution to the Free Cash Flow generated in the year.

(d)Promptly following the Final Separation Date, and in any event not later than forty-five (45) days following such Distribution Date, Healthcare, and Electronics (each, a “Delivering Party”) shall each prepare for the period after September 30, 2006 up to its respective Distribution Date an exhibit (a “Statement of Cash Flow Detail”) which includes:  (a) a complete cash flow statement indicating the Free Cash Flow generated by the Delivering Party during such period, (b) a list of acquisitions and divestitures consummated by the Delivering Party (or a member of its respective Group) which quantifies the cash impact to the Delivering Party of such transactions, with the exception of the impact resulting of the divestiture by Electronics of its printed circuit board business (c) a list of unpaid Separation Expenses approved by the Executive Vice President and Chief Financial Officer of Tyco and (d) the book cash and cash equivalents balance along with the balance of the par value of debt of such Delivering Party as of the Distribution Date.  In preparing the Statement of Cash Flow Detail, the elements thereof shall (i) be prepared in accordance with GAAP applied on a consistent basis and with the same accounting principles, practices, methodologies and policies used by such Party in connection with the preparation of the Delivering Party’s financial statements, (ii) be prepared in a manner consistent with the principles set forth in Schedule 3.5, and (iii) be prepared in a manner consistent with the terms of this Agreement.

(e)Within two (2) Business Days following the completion of a Delivering Party’s Statement of Cash Flow Detail, the Delivering Party shall deliver such Statement of Cash Flow Detail to Tyco for review, and Tyco and Tyco’s accountants shall be entitled to make reasonable inquiries of the Delivering Party and/or its accountants and senior officers, at reasonable times, upon reasonable advance notice, and without unreasonable interference to such Party’s operations, regarding the Delivering Party’s Statement of Cash Flow Detail.  As to each Delivering Party, Tyco shall complete its review of such Statement of Cash Flow Detail within thirty (30) days of delivery of such Delivering Party’s Statement of Cash Flow Detail (the “Cash Flow Detail Review Period”).  Promptly following completion of its review (but in no event later than two (2) Business Days following the conclusion of the Cash Flow Detail Review Period), Tyco shall submit to the Delivering Party a letter stating its concurrence or disagreement with the accuracy of such Party’s Statement of Cash Flow Detail (“Response Letter”),

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provided, that if Tyco submits a Response Letter indicating its disagreement with the Statement of Cash Flow Detail, such letter will specify the specific items on the Statement of Cash Flow Detail with which it disagrees (each, a “Disputed Item”), it being understood that all other items in such Statement of Cash Flow Detail other than the Disputed Items shall be deemed agreed to by Tyco.  Unless Tyco delivers a Response Letter within two (2) Business Days following the conclusion of the Cash Flow Detail Review Period, Tyco shall be deemed to have accepted the Delivering Party’s Statement of Cash Flow Detail and the calculations therein shall become final and binding upon Tyco and such Delivering Party.

(f)Following delivery of the Response Letter, Tyco and the Delivering Party shall in good faith attempt promptly to resolve all disagreement as to the computation of all Disputed Items within the fifteen (15) day period (or longer, as mutually agreed by Tyco and the Delivering Party) after delivery of the Response Letter.  Following such 15-day period, Tyco and the Delivering Party shall submit any remaining Disputed Items (and only such remaining Disputed Items) to KPMG (the “Accountant”) for determination.  The determination of the Accountant with respect to all remaining Disputed Items shall be completed within thirty (30) days after the appointment of the Accountant, shall be determined in accordance with this Agreement, and shall be final and binding upon Tyco and the Delivering Party.  With respect to each Disputed Item subject to resolution by the Accountant, the Accountant shall adopt a position that is either equal to the Delivering Party’s proposed position, equal to Tyco’s proposed position, or between the positions proposed by the Delivering Party and Tyco. The fees, costs and expenses of the Accountant shall be shared equally by (i) Tyco and Healthcare, with respect to the determination of the Healthcare Cash Allocation and (ii) Tyco and Electronics, with respect to the determination of the Electronics Cash Allocation.

(g)Notwithstanding the forgoing, on the fifteenth (15th) day following delivery of the Response Letter, Tyco shall deliver a preliminary statement calculated based on the example in Schedule 3.5 (the “Preliminary Statement of Cash Allocation”) setting forth a preliminary cash allocation for Healthcare based on all non-disputed items in the Healthcare Statement of Cash Flow Detail (the “Preliminary Healthcare Cash Allocation” and a preliminary cash allocation for Electronics based on all non-disputed items in the Electronics Statement of Cash Flow Detail (the “Preliminary Electronics Cash Allocation”).  Based on such Preliminary Statement of Cash Allocation:

(i)If the Preliminary Healthcare Cash Allocation is greater than the Healthcare’s book cash balance as of the Healthcare Distribution Date, (the “Healthcare Distribution Cash Balance”), and such difference is greater than $10 million, then Tyco shall be obligated to pay, or cause to be paid, to Healthcare, or its designee, the amount of such excess within three (3) Business Days following delivery of the Preliminary Statement of Cash Allocation.  If the Preliminary Healthcare Cash Allocation is less than the Healthcare Distribution Cash Balance, and such difference is greater than $10 million, then Healthcare shall be obligated to pay, or cause to be paid, to Tyco, or its designee, the amount of such excess within three (3) Business Days following delivery of the Preliminary Statement of Cash Allocation.

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(ii)If the Preliminary Electronics Cash Allocation is greater than Electronics’ book cash balance as of the Electronics Distribution Date, (the “Electronics Distribution Cash Balance”), and such difference is greater than $10 million, then Tyco shall be obligated to pay, or cause to be paid, to Electronics, or its designee, the amount of such excess within three (3) Business Days following delivery of the Preliminary Statement of Cash Allocation.  If the Preliminary Electronics Cash Allocation is less than the Electronics Distribution Cash Balance, and such difference is greater than $10 million, then Electronics shall be obligated to pay, or cause to be paid, to Tyco, or its designee, the amount of such excesswithin three (3) Business Days following delivery of the Preliminary Statement of Cash Allocation.

(h)Within seven (7) days of the final resolution of all Disputed Items as to Healthcare and Electronics in accordance with Section 3.5(e) and (f) above, Tyco will submit to Electronics and Healthcare, a statement calculated based on the example in Schedule 3.5 (the “Statement of Cash Allocation”) indicating the final allocation of cash to each Party based on each Party’s contribution to Free Cash Flow (as finally determined in accordance with this Section 3.5).  The cash allocation of Healthcare as set forth in the Statement of Cash Allocation shall be referred to as “Healthcare Cash Allocation”.  The Cash Allocation of Electronics as set forth in the Statement of Cash Allocation shall be referred to as “Electronics Cash Allocation”.  Based on such Statement of Cash Allocation:

(i)If the Healthcare Cash Allocation is greater than the Healthcare Cash Balance, and such difference is greater than $10 million, then Tyco shall be obligated to pay, or cause to be paid, to Healthcare, or its designee, the amount of such excess (less amounts previously paid to Healthcare pursuant to Section 3.5(g)(i)) within three (3) Business Days following delivery of the Statement of Cash Allocation.  If the Healthcare Cash Allocation is less than the Healthcare Distribution Cash Balance, and such difference is greater than $10 million, then Healthcare shall be obligated to pay, or cause to be paid, to Tyco, or its designee, the amount of such excess (less amounts previously paid to Tyco pursuant to Section 3.5(g)(i)) within three (3) Business Days following delivery of Statement of Cash Allocation.

(ii)If the Electronics Cash Allocation is greater than Electronics Distribution Cash Balance, and such difference is greater than $10 million, then Tyco shall be obligated to pay, or cause to be paid, to Electronics, or its designee, the amount of such excess (less amounts previously paid to Electronics pursuant to Section 3.5(g)(ii)) within three (3) Business Days following delivery of the Statement of Cash Allocation.   If the Electronics Cash Allocation is less than the Electronics Distribution Cash Balance, and such difference is greater than $10 million, then Electronics shall be obligated to pay, or cause to be paid, to Tyco, or its designee, the amount of such excess (less amounts previously paid to Tyco pursuant to Section 3.5(g)(ii)) within three (3) Business Days following delivery of Statement of Cash Allocation.

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(i)Any payments made pursuant to this Sections 3.5 shall be made by wire transfer of immediately available funds to the account designated in writing by the relevant Parties.  Any payment made pursuant to this Section 3.5 shall be made with interest (such interest to be calculated on the basis of a year of three-hundred sixty (360) days and the actual number of days elapsed on such amount from the Distribution Date to the date of such payment at a rate of LIBOR plus 27 basis points for the first 90 days and LIBOR plus 200 basis points for anytime after the first 110 days.

Section 3.6Ancillary Agreements.  On or prior to the Effective Time, each of Tyco, Healthcare and Electronics shall enter into, and/or (where applicable) shall cause a member or members of their respective Group to enter into, the Ancillary Agreements and any other Contracts in respect of the Distributions reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.

ARTICLE IV

THE DISTRIBUTIONS

Section 4.1Stock Dividends to Tyco.

(a)On or prior to the Healthcare Distribution Date Tyco will cause the Distribution Agent to distribute all of the outstanding shares of Healthcare Common Stock then owned by Tyco to holders of Tyco Common Stock on the Healthcare Distribution Record Date, and to credit the appropriate class and number of such shares of Healthcare Common Stock to book entry accounts for each such holder or designated transferee or transferees of such holder of Healthcare Common Stock.  For stockholders of Tyco who own Tyco Common Stock through a broker or other nominee, their shares of Healthcare Common Stock will be credited to their respective accounts by such broker or nominee.  Each holder of Tyco Common Stock on the Healthcare Distribution Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Healthcare Distribution one-fourth (.25) of a share of Healthcare Common Stock for every one (1) share of Tyco Common Stock held by such stockholder.  No action by any such stockholder shall be necessary for such stockholder (or such stockholder’s designated transferee or transferees) to receive the applicable number of shares of (and, if applicable, cash in lieu of any fractional shares) Healthcare Common Stock such stockholder is entitled to in the Healthcare Distribution.

(b)On or prior to the Electronics Distribution Date, Tyco will cause the Distribution Agent to distribute all of the outstanding shares of Electronics Common Stock then owned by Tyco to holders of Tyco Common Stock on the Electronics Distribution Record Date, and to credit the appropriate class and number of such shares of Electronics Common Stock to book entry accounts for each such holder or designated transferee or transferees of such holder of Electronics Common Stock.  For stockholders of Tyco who own Tyco Common Stock through a broker or other nominee, their shares of Electronics Common Stock will be credited to their respective accounts by such broker or nominee.  Each holder of Tyco Common Stock on the Electronics Distribution Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in

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the Electronics Distribution one-fourth (.25) of a share of Electronics Common Stock for every one (1) share of Tyco Common Stock held by such stockholder.  No action by any such stockholder shall be necessary for such stockholder (or such stockholder’s designated transferee or transferees) to receive the applicable number of shares of (and, if applicable, cash in lieu of any fractional shares) Electronics Common Stock such stockholder is entitled to in the Electronics Distribution.

Section 4.2Fractional Shares.  Tyco stockholders holding a number of shares of Tyco Common Stock, on the applicable Record Date, which would entitle such stockholders to receive less than one whole share of Healthcare Common Stock or Electronics Common Stock, as the case may be, in the applicable Distribution, will receive cash in lieu of fractional shares.  Fractional shares of Healthcare Common Stock or Electronics Common Stock will not be distributed in the Distributions nor credited to book-entry accounts.  The Distribution Agent shall, as soon as practicable after the applicable Distribution Date (a) determine the number of whole shares and fractional shares of Healthcare Common Stock or Electronics Common Stock allocable to each holder of record or beneficial owner of Tyco Common Stock as of close of business on the applicable Record Date, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions, in each case, at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of Healthcare Common Stock or Electronics Common Stock, as the case may be, after making appropriate deductions for any amount required to be withheld for United States federal income tax purposes.  Healthcare and Electronics, as the case may be, shall bear the cost of brokerage fees incurred in connection with these sales of fractional shares, which sales shall occur as soon after the applicable Distribution Date as practicable and as determined by the Distribution Agent.  None of Tyco, Healthcare, Electronics or the Distribution Agent will guarantee any minimum sale price for the fractional shares of Healthcare Common Stock or Electronics Common Stock.  None of Tyco, Healthcare or Electronics will pay any interest on the proceeds from the sale of fractional shares.  The Distribution Agent acting on behalf of the applicable Party will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares.  Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold will be Affiliates of Tyco, Healthcare or Electronics.

Section 4.3Actions in Connection with the Distribution.

(a)Each of Healthcare and Electronics shall file such amendments and supplements to their respective Form 10s as Tyco may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to their respective Form 10s as may be required by the Commission or federal, state or foreign securities Laws.  Each of Healthcare and Electronics shall mail to the holders of Tyco Common Stock, at such time on or prior to the applicable Distribution Date as Tyco shall determine, the Information Statement included in its Form 10, as well as any other information concerning Healthcare or Electronics, as applicable, their business,

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operations and management, the Plan of Separation and such other matters as Tyco shall reasonably determine are necessary and as may be required by Law.

(b)Each of Healthcare and Electronics shall also cooperate with Tyco in preparing, filing with the Commission or similar (U.S. or international) authority and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the Plan of Separation or other transactions contemplated by this Agreement and the Ancillary Agreements.  Promptly after receiving a request from Tyco, to the extent requested, each of Healthcare and Electronics shall prepare and, in accordance with applicable Law, file with the Commission or similar authority any such documentation that Tyco determines is necessary or desirable to effectuate the applicable Distribution, and Tyco, Healthcare and Electronics shall each use best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.

(c)Promptly after receiving a request from Tyco, each of Healthcare and Electronics shall prepare and file, and shall use best efforts to have approved and made effective, an application for the original listing of the Healthcare Common Stock and Electronics Common Stock, as applicable, to be distributed in the applicable Distribution on the NYSE, subject to official notice of distribution.

(d)Each Party shall provide all cooperation reasonably requested by the other Parties that is necessary or desirable in connection with the Financing Arrangements.

(e)Nothing in this Section 4.3 shall be deemed, by itself, to shift Liability for any portion of such Form 10s or Information Statements to Tyco.

Section 4.4Sole Discretion of Tyco.  Tyco shall, in its sole and absolute discretion, determine each Distribution Date and all terms of the Distributions, including the form, structure and terms of any transactions and/or offerings to effect each Distribution and the timing of and conditions to the consummation thereof.  In addition, Tyco may, in accordance with Section 12.11, at any time and from time to time until the completion of each Distribution decide to abandon any or all of the Distributions or modify or change the terms of each Distribution, including by accelerating or delaying the timing of the consummation of all or part of any Distribution.

Section 4.5Conditions to Distributions.  Subject to Section 4.4, the following are conditions to the consummation of each Distribution.  The conditions are for the sole benefit of Tyco and shall not give rise to or create any duty on the part of Tyco or the Board of Directors of Tyco to waive or not waive any such condition.

(a)The applicable Form 10 shall have been declared effective by the Commission, with no stop order in effect with respect thereto, and the applicable Information Statement shall have been mailed to the holders of Tyco Common Stock;

(b)With respect to the (i) Healthcare Distribution, the Healthcare Common Stock to be delivered in the Healthcare Distribution shall have been approved for listing

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on the NYSE, subject to official notice of distribution and (ii) Electronics Distribution, the Electronics Common Stock to be delivered in the Electronics Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution;

(c)Prior to the Healthcare Distribution and the Electronics Distribution, respectively, Tyco shall have obtained an opinion from McDermott Will & Emery LLP, its tax counsel, in form and substance satisfactory to Tyco (in its sole discretion), substantially to the effect that, among other things, each Distribution, together with certain related transactions, should qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code;

(d)Prior to each Distribution Date, as applicable, Tyco shall have obtained a solvency opinion from Duff & Phelps LLC, in form and substance satisfactory to Tyco to the effect that (i) following the applicable Distribution, Tyco, on the one hand, and Healthcare or Electronics, as applicable, on the other hand, will be solvent and adequately capitalized and (ii) Tyco’s assets exceed its liabilities as determined pursuant to Section 54 of the Bermuda Companies Act of 1981 in an amount sufficient to allow the declaration of the applicable dividend, as applicable;

(e)Any material Governmental Approvals and other Consents necessary to consummate the applicable Distribution or any portion thereof shall have been obtained and be in full force and effect;

(f)No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the applicable Distribution shall be in effect, and no other event outside the control of Tyco shall have occurred or failed to occur that prevents the consummation of all or any portion of the applicable Distribution;

(g)The financing transactions described in the applicable Information Statements as having occurred prior to an applicable Distribution shall have been consummated on or prior to the applicable Distribution; and

(h)The Board of Directors of Tyco shall have approved the applicable Distribution, which approval may be given or withheld at its absolute and sole discretion.

ARTICLE V

CERTAIN COVENANTS

Section 5.1No Solicit; No Hire.

(a)None of Tyco, Healthcare or Electronics or any member of their respective Groups will, from the applicable Relevant Time through and including the second anniversary of the Relevant Time, without the prior written consent of the Senior Vice President of Human Resources of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, hire as an employee or an independent contractor any individual who ranks at Career Band Four or above in the

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Tyco employment system employed by any other Party or its Subsidiaries as of the Relevant Time (a “Restricted Person”).

(b)None of Tyco, Healthcare or Electronics or any member of their respective Groups will, from the applicable Relevant Time through and including the second anniversary of the Relevant Time, without the prior written consent of the Senior Vice President of Human Resources of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any Restricted Person who is an employee of any other Party’s respective Group to leave his or her employment; provided, however, that nothing in this Section 5.1(b) shall be deemed to prohibit, any general solicitation for employment through advertisements and search firms not specifically directed at employees of such other applicable Party; provided, that the applicable Party has not encouraged or advised such firm to approach any such employee.

Section 5.2Corporate Names and Other Parties’ Trademarks.

(a)Corporate Names.  As of the Relevant Time and subject to Section 5.2(b), the Parties shall adopt and conduct business under their respective identities and Trademarks.  Further, as of the Relevant Time, the Parties shall cease to hold themselves out as having any affiliation with any of the other Parties or such Parties’ Affiliates (except as permitted or required under any Continuing Arrangement or Ancillary Agreement); provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from stating in any advertising or any other communication that it is formerly a Tyco Affiliate.

(b)Tyco Trademark.  Except as otherwise specifically provided for in the Ancillary Agreements (including License Agreements), the Parties shall, as of the Relevant Time, cease making any use of “Tyco”, “Tyco International”, “Tyco Healthcare” and “Tyco Electronics.”  The Parties agree that a License Agreement with the owner of the “Tyco” Trademark is required for any use by a Party.

(c)Other Party Marks.  The Parties agree that nothing in the relationship of the Parties nor past use of any Trademarks (other than those described in Section 5.2(a) and (b)) belonging to another Party (“Other Party Marks”) prior to the Relevant Time shall constitute an implied or express license or right to continue use of the Other Party Marks after the Relevant Time.   In the event a Party is, prior to the Relevant Time, making use of Other Party Marks, said Party shall cease all such use within one (1) year of the Relevant Time absent separate agreement(s) with the owner(s) of such Other Party Marks.

(d)Vital Marks.  The Parties agree and acknowledge that: (i) all use prior to the Relevant Time of the components of the “A VITAL PART OF YOUR WORLD” campaign (the “VITAL Campaign”), including the marks “A VITAL PART OF YOUR WORLD”; “VITAL VALUES”; the “Vital arc” logo; and the copyrightable elements of the VITAL Campaign (collectively, the “VITAL Marks”), was under license from Tyco International Services GmbH (“TIS”), formerly known as Tyco International Services

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AG; and (ii) TIS owns all rights, title and interests in and to all intellectual property related to the VITAL Marks, including but not limited to all Trademark rights and goodwill related thereto and all copyrights in all promotional and internal business materials related to the VITAL Marks (collectively, the “VITAL Properties”).  To the extent that Healthcare and Electronics might have been regarded for the purposes of any applicable Law as being the owners of or entitled to rights in any of the VITAL Properties, Healthcare and Electronics each hereby assigns, transfers and conveys to TIS all of its rights, title and interests in, to and under any and all of the VITAL Properties, and each agrees to memorialize such conveyance by executing an assignment agreement in form and substance mutually agreeable to the relevant Parties.  As of the Relevant Time and absent a separate agreement, (A) Healthcare and Electronics shall not implement any new uses of the VITAL Properties and shall cease all existing uses (as of the Relevant Time) of the VITAL Properties within three (3) years of the Relevant Time; and (B) Tyco shall not implement any new uses of the VITAL Properties containing references to Electronics and/or Healthcare after ninety (90) days from the Relevant Time and shall cease all existing use of the VITAL Properties containing references to Electronics and/or Healthcare within three (3) years of the Relevant Time.  For purposes of the preceding sentence, “new” shall not include materials already ordered or ready for printing prior to the Relevant Time.

Section 5.3Financial Statements and Accounting.  Each Party agrees to provide the following assistance of access set forth in subsections (a), (b) and (c) of this Section 5.3, (i) during the three hundred and sixty-five (365) days following the applicable Relevant Time in connection with the preparation and audit of each of the Party’s financial statements for the year ended September 30, 2007, the printing, filing and public dissemination of such financial statements, the audit of each Party’s internal control over financial reporting and management’s assessment thereof and management’s assessment of each Party’s disclosure controls and procedures, if required, in each case made as of September 30, 2007; (ii) following such initial three hundred and sixty-five (365) day period, with the consent of the other applicable Party (not be unreasonably withheld or delayed) for reasonable business purposes; (iii) in the event that any Party changes its auditors within two (2) years of the applicable Relevant Time, then such Party may request reasonable access on the terms set forth in this Section 5.3 for a period of up to one hundred and eighty (180) days from such change; and (iv)  from time to time following the applicable Relevant Time, to the extent reasonably necessary to respond (and for the limited purpose of responding) to any written request or official comment from a Governmental Entity, such as in connection with responding to a comment letter from the Commission:

(a)Annual Financial Statements.  Each Party shall provide or provide access to the other Party on a timely basis all Information reasonably required to meet its schedule for the preparation, printing, filing, and public dissemination of its annual financial statements and for management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder, if required (such assessments and audit

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being referred to as the “2007 Internal Control Audit and Management Assessments”).  Without limiting the generality of the foregoing, each Party will provide all required financial and other Information with respect to itself and its Subsidiaries to its auditors in a sufficient and reasonable time and in sufficient detail to permit its auditors to take all steps and perform all reviews necessary to provide sufficient assistance to each other Party’s auditors with respect to Information to be included or contained in such other Party’s annual financial statements and to permit such other Party’s auditors and management to complete the 2007 Internal Control Audit and Management Assessments, if required.

(b)Access to Personnel and Records.  Each Party shall authorize its respective auditors to make reasonably available to each other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements.  Each Party shall make reasonably available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they reasonably consider necessary to conduct the 2007 Internal Control Audit and Management Assessments.

(c)Annual Reports.  Each Party will deliver to the other Parties a substantially final draft, as soon as the same is prepared, of the first report to be filed with the Commission (or otherwise) that includes their respective financial statements (in the form expected to be covered by the audit report of such Party’s independent auditors) for the year ended September 30, 2007 (such reports, collectively, the “Annual Reports”); provided, however, that each Party may continue to revise its respective Annual Report prior to the filing thereof, which changes will be delivered to the other Parties as soon as reasonably practicable; provided, further, that each Party’s personnel will actively consult with the other Party’s personnel regarding any material changes which they may consider making to its respective Annual Report and related disclosures prior to the anticipated filing with the Commission, with particular focus on any changes which could reasonably be expected to have an effect upon the other Party’s financial statements or related disclosures.

(d)Access to ACCPAC Historical Electronics Records.  For a period of up to two (2) years following the Final Separation Date, Tyco will enable “view only” access to the applicable ACCPAC system screens for members of the Healthcare Group and the Electronics Group.  Such access (i) will exclude Tyco International (US), Inc. and TME Management Corp. (for which the historical activity of such entities is highly confidential

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and pertains solely to Tyco historical business activities) and (ii) will be provided via VPN connection using Tyco’s standard VPN software for up to two (2) users for each of the Healthcare Group and the Electronics Group; provided, that such number of users may be increased with the consent of Tyco.   Such access to the ACCPAC system shall be at no incremental charge to Healthcare or Electronics for software licenses required to support such access, unless an increase in the number of required users necessitates the incremental purchase by Tyco of additional ACCPAC user licenses.   Healthcare and Electronics shall each be responsible for providing their ACCPAC users with desktop computing hardware (including the installation of Tyco’s standard VPN software) and for notifying Tyco of any change in the personnel requiring such access to ACCPAC.  If required, following the two (2) year period following the Final Separation Date, Healthcare and Electronics shall each, at their own cost and expense, (i) obtain subsets of the ACCPAC databases containing data pertaining to the members of their respective Group (excluding, for the avoidance of doubt, Tyco International (US), Inc. and TME Management Corp.) and (ii) develop means to query these databases.   In connection with the procurement of vendor agreements to create and maintain such ACCPAC database subsets, Tyco will make available appropriate vendor contacts and provide reasonable assistance to Healthcare and Electronics, at the cost and expense of Healthcare and/or Electronics, as the case may be.  Healthcare and Electronics will each be responsible for the incremental costs of obtaining such database subsets and purchasing, developing and/or implementing software to query such databases.

Nothing in this Section 5.3 shall require any Party to violate any agreement with any third party regarding the confidentiality of confidential and proprietary Information relating to that third party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such Information, such Party shall use best efforts to seek to obtain such third party’s written consent to the disclosure of such Information.

Section 5.4Certain Securities.  Subject to the provisions of Section 6.1 as applicable, following the applicable Distribution Date, each of Healthcare and Electronics agree that, upon exercise of any option, warrant or similar security to purchase Tyco Common Stock or the conversion of any note or other security of Tyco convertible into Tyco Common Stock, in each case that Tyco has issued to third persons prior to the Effective Time, each applicable Party shall, upon request by Tyco, promptly (and in any event within any time periods required by the terms of any such option, warrant, note or similar security) issue to Tyco, as agent for the holder thereof, such number of shares of such Party’s common stock that Tyco would otherwise be required to deliver to such holder pursuant to the terms of any such security and Tyco shall promptly deliver such shares to such holder.  It is further agreed that with respect to such options, warrants, notes or similar securities, each of Healthcare and Electronics shall keep reserved for issuance a sufficient number of shares of its Common Stock to satisfy any future exercises of such options or warrants or conversion of such notes or other securities.  In connection with the foregoing, Tyco will promptly following receipt of notice that a holder desires to exercise any such options, warrants or similar security or convert such note or other security, in each case of the type described in this Section 5.4 notify, in writing, the other relevant Parties so that they may comply with the terms of this Section 5.4; provided, that none of Healthcare or Electronics shall have any additional Liability beyond the obligation to deliver shares as set forth in this Section 5.4 for failing to deliver such shares of its Common Stock in

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the time period described in the foregoing sentence if such failure and delay was the result of untimely notification by Tyco.  Each of Healthcare and/or Electronics, as the case may be, hereby Assumes the obligations set forth in this Section 5.4.

Section 5.5Administration of Specified Shared Expenses.

(a)Tyco shall be responsible for administering each Specified Shared Expense.  Each Party shall be responsible for payment of thirty three and one-third percent (33 1/3 %) of any Specified Shared Expense, except with respect to certain Specified Shared Expenses that are otherwise allocated between the Parties pursuant to the Tax Sharing Agreement.  Tyco shall invoice each of Healthcare and Electronics on a quarterly basis, and Healthcare and Electronics shall each promptly following invoice reimburse the administering Party for its allocable share of such Specified Shared Expenses.  In addition, Tyco shall, in connection with each invoice, provide a quarterly estimated budget (for informational and planning purposes only) to Healthcare and Electronics of Specified Shared Expenses for the proceeding quarter.

(b)Notwithstanding Section 5.5(a), each Party shall pay an annual fee of $250,000 towards specific overhead expenses and costs related to the defense of certain Assumed Tyco Contingent Liabilities, which the Managing Party shall invoice the other Parties for such fee on a quarterly basis; provided, however, that the following the final resolution or settlement of certain Assumed Tyco Contingent Liabilities, such fee shall be pro rated based on the number of days during the fiscal year of such final resolution or settlement for which such Assumed Tyco Contingent Liabilities were active.

(c)As of the Final Separation Date, Healthcare and Electronics shall each pay $3.2 million and $5.0 million, respectively, to White Mountain Insurance Company to fund the unallocated loss adjustment expense for Loss Portfolio Transfer and Non- Loss Portfolio Transfer years.  White Mountain Insurance Company shall be liable for any unallocated loss adjustment expense in excess of such amounts received from Healthcare and Electronics.

Section 5.6Cooperation.  From and after the applicable Relevant Time, the Parties shall, and shall cause each of their respective Affiliates and employees to (i) provide reasonable cooperation and assistance to each other Party (and any member of their respective Groups) in connection with the completion of the Plan of Separation (including assisting in the preparation of the Distributions), (ii) provide knowledge transfer regarding its applicable Business or Tyco’s historical business and (iii) assist each Party in the orderly and efficient transition in becoming an independent company; in each case, except as may otherwise be agreed to by the Parties in writing, at no additional cost to the Party requesting such assistance other than for the actual out-of-pocket costs (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing) incurred by any such Party, if applicable.  The cooperation and assistance provided for in this Section 5.6 shall not be required to the extent such cooperation and assistance would result in an undue burden on any Party or would unreasonably interfere with any of its employees normal functions and duties.  In furtherance of, and without limiting,

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the foregoing, each Party shall make reasonably available those employees with particular knowledge of any function or service of which another Party was not allocated the employees, agents or consultants involved in such function or service in connection with the Plan of Separation (including, employee benefits functions, risk management, etc.).

Section 5.7Periodic Meetings.  Unless otherwise agreed to by the Parties, at least once during each fiscal quarter during the ten (10) year period following the Distribution Date the Parties will hold a meeting for the purpose of sharing Information related to this Agreement, any Assumed Tyco Contingent Liabilities or the preparation of any Party’s financial statements.  Each Party will designate between one (1) and three (3) persons as its standing representatives for such meetings.  The Managing Party shall be responsible for scheduling such meeting at reasonably consistent and convenient times and on no less than thirty (30) days notice.  The Parties’ standing representatives and others may participate in such meetings in person or other medium by which all participants may hear each other.

ARTICLE VI

EMPLOYEE MATTERS

Section 6.1Stock Options.

(a)Healthcare Options.

(i)On behalf of all Healthcare Employees who hold Tyco Options, prior to the Distribution, Tyco shall take all actions necessary such that each Tyco Option held by a Healthcare Employee which is outstanding immediately prior to the Distribution, whether vested or unvested, other than any Tyco Option subject to the provisions of Section 6.1(d) below, shall, as of 12:00:01 a.m. Eastern Standard Time on the Distribution Date, be converted into an option to acquire Healthcare Common Stock (a “Healthcare Option”) in accordance with the succeeding paragraphs of this Section 6.1(a).

(ii)The number of shares subject to the Healthcare Option shall equal the number of shares of Tyco Common Stock subject to the Tyco Option multiplied by a fraction, the numerator of which is the last per share trading price of Tyco Common Stock with due bills on the NYSE (NYSE - TYC) in the last trade on the NYSE immediately prior to the Distribution (the “Closing Tyco Stock Price”), and the denominator of which is the last per share trading price of Healthcare Common Stock when-issued (NYSE –COV-WI) in the last trade on the NYSE immediately prior to the Distribution (the “Pre-Distribution Healthcare Stock Price”), with the resulting number of shares subject to the Healthcare Option being rounded down to the nearest whole share.

(iii)The per share exercise price of the Healthcare Option shall be equal to the product of (A) the original exercise price of the Tyco Option multiplied by (B) a fraction, the numerator of which shall be the Pre-Distribution Healthcare Stock Price and the denominator of which shall be the Closing Tyco

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Stock Price, which product shall be rounded up to the nearest hundredth of a cent (four decimal places).

(iv)Prior to the Distribution Date, Tyco shall cause Healthcare to adopt the Tyco Healthcare Ltd. 2007 Stock and Incentive Plan (the “2007 Healthcare Stock and Incentive Plan”), effective as of 12:00:01 a.m. Eastern Standard Time on the Distribution Date, shall ensure or cause Healthcare to ensure that the shares issuable under such plan have been registered on Form S-8 (or successor form) promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, and shall approve, as the sole stockholder, the adoption of the 2007 Healthcare Stock and Incentive Plan.  On or prior to 12:00:01 a.m. Eastern Standard Time on the Distribution Date, Tyco shall take all actions deemed necessary and appropriate to revise award agreements issued with respect to any Tyco Option converted to a Healthcare Option to ensure that the terms and conditions of the Healthcare Options described in Section 6.1(a) above are substantially similar to the terms and conditions applicable to the corresponding Tyco Option, including the terms and conditions relating to vesting and the post-termination exercise period.

(b)Electronics Options.

(i)On behalf of all Electronics Employees who hold Tyco Options, prior to the Distribution, Tyco shall take all actions necessary such that each Tyco Option held by an Electronics Employee which is outstanding immediately prior to the Distribution, whether vested or unvested, other than any Tyco Option subject to the provisions of Section 6.1(d) below, shall, as of 12:00:01 a.m. Eastern Standard Time on the Distribution Date, be converted into an option to acquire Electronics Common Stock (an “Electronics Option”) in accordance with the succeeding paragraphs of this Section 6.1(b).

(ii)The number of shares subject to the Electronics Option shall equal the number of shares of Tyco Common Stock subject to the Tyco Option multiplied by a fraction, the numerator of which is the Closing Tyco Stock Price and the denominator of which is the last per share trading price of Electronics Common Stock when-issued (NYSE –TEL-WI) in the last trade on the NYSE immediately prior to the Distribution (the “Pre-Distribution Electronics Stock Price”), with the resulting number of shares subject to the Electronics Option being rounded down to the nearest whole share.

(iii)The per share exercise price of the Electronics Option shall be equal to the product of (A) the original exercise price of the Tyco Option multiplied by (B) a fraction, the numerator of which shall be the Pre-Distribution Electronics Stock Price and the denominator of which shall be the Closing Tyco Stock Price, which product shall be rounded up to the nearest hundredth of a cent (four decimal places).

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(iv)Prior to the Distribution Date, Tyco shall cause Electronics to adopt the Tyco Electronics Ltd. 2007 Stock and Incentive Plan (the “2007 Electronics Stock and Incentive Plan”), effective as of 12:00:01 a.m. Eastern Standard Time on the Distribution Date, shall ensure or cause Electronics to ensure that the shares issuable under such plan have been registered on Form S-8 (or successor form) promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, and shall approve, as the sole stockholder, the adoption of the 2007 Electronics Stock and Incentive Plan.  On or prior to 12:00:01 a.m. Eastern Standard Time on the Distribution Date, Tyco shall take all actions deemed necessary and appropriate to revise award agreements issued with respect to any Tyco Option converted to an Electronics Option to ensure that the terms and conditions of the Electronics Options described in Section 6.1(a) above are substantially similar to the terms and conditions applicable to the corresponding Tyco Option, including the terms and conditions relating to vesting and the post-termination exercise period.

(c)Tyco Options.

(i)On behalf of all Tyco Employees who hold Tyco Options prior to the Distribution, Tyco shall take all actions necessary such that each Tyco Option which is outstanding immediately prior to the Distribution, whether vested or unvested, other than any Tyco Option subject to the provisions of Section 6.1(d) below, shall, as of 12:00:01 a.m. Eastern Standard Time on the Distribution Date, be adjusted such that the number of shares subject to each Option and the per-share exercise price reflect the impact of the Distribution in accordance with the succeeding paragraphs of this Section 6.1(c).

(ii)The adjusted number of shares subject to the Tyco Option shall equal the original number of shares of Tyco Common Stock subject to the Tyco Option multiplied by a fraction, the numerator of which is the Closing Tyco Stock Price, and the denominator of which is the last per share trading price of Tyco Common Stock when-issued (NYSE –TYC-WI) in the last trade immediately prior to the Distribution (the “Pre-Distribution Tyco Stock Price”), with the resulting number of shares subject to the Tyco Option being rounded down to the nearest whole share.

(iii)The per share exercise price of the Tyco Option shall be equal to the product of (A) the original exercise price of the Tyco Option multiplied by (B) a fraction, the numerator of which is the Pre-Distribution Tyco Stock Price and the denominator of which is the Closing Tyco Stock Price, which product shall be rounded up to the nearest hundredth of a cent (four decimal places).

(d)Tyco Options for Tyco Corporate Employees.

(i)On behalf of all employees listed in Schedule 6.1(d) and non-employee directors of Tyco on Distribution Date (“Tyco Directors”) who hold Tyco Options granted prior to September 29, 2006, Tyco shall take all actions

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necessary such that each such Tyco Option which is outstanding immediately prior to the Distribution, whether vested or unvested, shall, as of 12:00:01 a.m. Eastern Standard Time on the Distribution Date, (A) be converted into an option to separately acquire an equal number of shares of Healthcare Common Stock, Electronics Common Stock and Tyco Common Stock, and (B) be adjusted such that the number of shares subject to each option and the per-share exercise price reflect the impact of the Distribution in accordance with the succeeding paragraphs of this Section 6.1(d), except to the extent expressly provided to the contrary in a written agreement with the holder of such Tyco Options, in which case such options shall be treated in accordance with the provisions of such individual agreement.

(ii)The adjusted number of shares subject to each option to acquire Healthcare Common Stock, Electronics Common Stock and Tyco Common Stock shall equal the original number of shares of Tyco Common Stock subject to the Tyco Option immediately prior to the Distribution multiplied by a fraction, the numerator of which is the Closing Tyco Stock Price and the denominator is the sum of the Pre-Distribution Healthcare Stock Price, the Pre-Distribution Electronics Stock Price and the Pre-Distribution Tyco Stock Price, with the resulting number of shares rounded down to nearest whole share.

(iii)The per-share exercise price of each option to acquire Healthcare Common Stock, Electronics Common Stock and Tyco Common Stock shall be determined separately and shall be equal to the original exercise price of the Tyco Option immediately prior to the Distribution Date multiplied by a fraction, the numerator of which is the applicable Pre-Distribution Healthcare Stock Price, the Pre-Distribution Electronics Stock Price and the Pre-Distribution Tyco Stock Price, and the denominator of which is the Closing Tyco Stock Price, which resulting per-share exercise price for each option shall be rounded up to the nearest hundredth of a cent (four decimal places).

(e)Former Employees and Former Tyco Directors.

 (i)Tyco Options held by Former Tyco Employees, Former Electronics Employees and Former Healthcare Employees shall be treated in the same manner as described in Section 6.1(d) above; provided, however, that any Tyco Options issued to a former employee with respect to fiscal year 2007 shall be treated as follows: Tyco Options held by Former Healthcare Employees shall be treated in the same manner as options described in Section 6.1(a);  Tyco Options held by Former Electronics Employees shall be treated in the same manner as options described in Section 6.1(b); and Tyco Options held by Former Tyco Employees shall be treated in the same manner as options described in Section 6.1(c).  Notwithstanding the foregoing, if a written agreement between a Party (or any of their Affiliates or Subsidiaries) and the holder of any such Tyco Options prior to the Distribution Date expressly provides for contrary treatment, such options shall be treated in accordance with the provisions of such individual agreement.

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(ii) Tyco Options held by individuals who formerly served as Tyco Directors and on and after the Distribution Date are not serving as Tyco Directors shall be treated in the same manner as described in Section 6.1(d) above, except to the extent expressly provided to the contrary in a written agreement with the holder of such Tyco Options, in which case such options shall be treated in accordance with the provisions of such individual agreement.

(f)Adjustments to Equity Awards in Connection With The Distribution.  Notwithstanding any other provision of this Agreement, Tyco shall have the authority to make any appropriate adjustments necessary to satisfy the requirements of U.S. Treasury Regulation Section 1.424-1 for each option award (without regard to whether such options would otherwise be subject to such regulation) in accordance with the anti-dilution provisions of the governing plan.

(g)Settlement of Options.  Subject to the terms of this Agreement and any other agreement made by the Parties from time to time, upon the exercise of any Tyco Options, Electronics Options or Healthcare Options, each of Tyco, Healthcare and Electronics, respectively, shall be solely responsible to issue shares in settlement of such options without reimbursement, recourse or other compensation from any other Party; provided, however, that if a Party resolves to amend the vesting schedule and/or exercise period of an employee or former employee’s award, then (i) the employing Party shall reimburse the issuing Party for any increased compensation or other costs incurred by the issuing Party (determined in accordance with the issuing Party’s normal practices) in connection with such amendment, and (ii) the issuing Party shall make any required changes to implement the requested amendment.

Section 6.2Restricted Stock, Restricted Stock Units, Performance Share Units and Deferred Stock Units.

(a)Restricted Stock.  Each Tyco Restricted Stock award that is outstanding immediately prior to the Distribution shall as of 12:00:01 a.m. Eastern Standard Time on the Distribution Date be converted so that, immediately after the Distribution Date, the holder has, in addition to the original Tyco Restricted Stock award, an additional award of Healthcare Restricted Stock and of Electronics Restricted Stock.  The number of additional shares of Healthcare Restricted Stock and Electronics Restricted Stock awarded shall be equal to the number of shares of common stock to which the holder of the Restricted Stock would be entitled to on the Distribution Date pursuant to Section 4.1 if the Restricted Stock awarded represented actual shares of Tyco Common Stock, with the resulting number of shares of Healthcare Restricted Stock and Electronics Restricted Stock being rounded down to the nearest whole number of shares with a cash payment for fractional shares.  Upon the conversion:

(i)such converted Restricted Stock held by each Tyco Employee shall be subject to the same vesting schedule associated with the original Tyco Restricted Stock, and the additional Healthcare Restricted Stock and Electronics Restricted Stock shares shall vest as follows, unless the applicable award agreement provides more favorable vesting: 50% of the aggregate number of

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shares of such Restricted Stock (rounded up to the nearest whole number of shares in the event the aggregate number of shares is not an even number) shall vest on the first trading day after the Distribution Date and the remaining shares shall vest on the 6-month anniversary of the first trading day after the Distribution Date, provided the Tyco Employee is still employed by Tyco;

(ii)such additional Healthcare Restricted Stock held by each Healthcare Employee shall be subject to the same vesting schedule associated with the original Tyco Restricted Stock award, and the original Tyco Restricted Stock and additional Electronics Restricted Stock shares shall vest as follows, unless the applicable award agreement provides more favorable vesting: 50% of the aggregate number of shares of such Restricted Stock (rounded up to the nearest whole number of shares in the event the aggregate number of shares is not an even number) shall vest on the first trading day after the Distribution Date and the remaining shares shall vest on the 6-month anniversary of the first trading day after the Distribution Date, provided the Healthcare Employee is still employed by Healthcare; and

(iii)such additional Electronics Restricted Stock held by each Electronics Employee shall be subject to the same vesting schedule associated with the original Tyco Restricted Stock award, and the original Tyco Restricted Stock and additional Healthcare Restricted Stock shares shall vest as follows, unless the applicable award agreement provides more favorable vesting: 50% of the aggregate number of shares of such Restricted Stock (rounded up to the nearest whole number of shares in the event the aggregate number of shares is not an even number) shall vest on the first trading day after the Distribution Date and the remaining shares shall vest on the 6-month anniversary of the first trading day after the Distribution Date, provided the Electronics Employee is still employed by Electronics.

Notwithstanding the foregoing, if the Board of Directors of Tyco declares a shareholder-approved reverse stock split in conjunction with the Distribution, Restricted Stock awards converted pursuant to Section 6.2(a)will be adjusted as deemed necessary by the Parties to reflect the reverse stock split.

(b)Restricted Stock Units, Performance Share Units and Deferred Stock Units.

(i)Restricted Stock Units Granted Prior to September 29, 2006.  Each Tyco Restricted Stock Unit award granted prior to September 29, 2006 that is outstanding immediately prior to the Distribution shall be converted in the exact same fashion and at the same time as Restricted Stock awards are converted pursuant to Section 6.2(a); provided, however, that awards classified for administrative purposes as “2004Un-07” or “2004UnUk-07,” shall be treated as if it were granted on or after September 29, 2006, as set forth in Section 6.2(b)(ii) below.

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(ii)Restricted Stock Units Granted on or After September 29, 2006.  Each Tyco Restricted Stock Unit award granted on or after September 29, 2006 that is outstanding immediately prior to the Distribution shall be converted as of 12:00:01 a.m. Eastern Standard Time on the Distribution Date into Restricted Stock Units as follows:

(A)On behalf of all Healthcare Employees who hold such Restricted Stock Units, Tyco shall convert such Units into Restricted Stock Units payable in Healthcare shares which shall retain the vesting schedule associated with such original Tyco Restricted Stock Unit award.  The number of Healthcare Restricted Stock Units shall equal the number of outstanding Tyco Restricted Stock Units as of the Distribution Date, multiplied by a fraction, the numerator of which is the Closing Tyco Stock Price, and the denominator of which is the Pre-Distribution Healthcare Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment for any fractional units to be made no later than January 31, 2008.

(B)On behalf of all Electronics Employees who hold such Restricted Stock Units, Tyco shall convert such Units into  Restricted Stock Units payable in Electronics shares which shall retain the vesting schedule associated with such original Tyco Restricted Stock Unit award.  The number of Electronics Restricted Stock Units shall equal the number of outstanding Tyco Restricted Stock Units as of the Distribution Date, multiplied by a fraction, the numerator of which is the Closing Tyco Stock Price and the denominator of which is Pre-Distribution Electronics Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment for any fractional units to be made no later than January 31, 2008.

(C)On behalf of all Tyco Employees who hold such Restricted Stock Units, Tyco shall convert such Units into Restricted Stock Units payable in Tyco shares which shall retain the vesting schedule associated with such original Tyco Restricted Stock Unit award.  The number of adjusted Tyco Restricted Stock Units shall equal the original number of outstanding Tyco Restricted Stock Units as of the Distribution Date, multiplied by a fraction, the numerator of which is the Closing Tyco Stock Price and the denominator of which is Pre-Distribution Tyco Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment for any fractional units to be made no later than January 31, 2008.

(D)          Notwithstanding the foregoing, if the Board of Directors of Tyco declares a shareholder-approved reverse stock split in conjunction with the Distribution, Restricted Stock Unit awards converted pursuant to Section 6.2(b)(ii) will be adjusted as deemed necessary by the Parties to reflect the reverse stock split.

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(iii)Performance Share Units.

(A) Each Tyco Performance Share Unit award that is outstanding immediately prior to the Distribution (as adjusted to reflect the number of such units then outstanding as a result of fiscal year 2006 performance) shall be converted in the exact same manner and time as Restricted Stock Units granted on or after September 29, 2006 are converted pursuant to Section 6.2(b)(ii) above; provided, however, that each Tyco Performance Share Unit award that is held by an employee listed in Schedule 6.1(d) and is outstanding immediately prior to the Distribution (as adjusted to reflect the number of such units then outstanding as a result of fiscal year 2006 performance) shall be converted into Tyco Restricted Share Units, Healthcare Restricted Share Units and Electronics Restricted Share Units as if such awards were Restricted Stock awards converted pursuant to Section 6.2(a), except that such awards shall not be eligible for accelerated vesting.

(B)                    The Parties shall take all necessary actions to provide that the terms and conditions of such converted Performance Share Unit awards shall be modified to provide that the converted Performance Share Unit awards shall be payable at the end of the three-year performance cycle without regard to the originally established performance criteria, provided that the employee remains continuously employed with Tyco, Healthcare or Electronics through such date (subject to any acceleration of vesting upon death, disability, retirement, change of control or termination of employment as a result of divesture or outsourcing as provided for in any original Performance Share Unit award agreements.)

(iv)   Deferred Stock Units.  Each Tyco Deferred Stock Unit that is outstanding immediately prior to the Distribution and which is held by a Tyco employee listed in Schedule 6.1(d) or by a Tyco Director shall be adjusted such that the number of Tyco Deferred Stock Units reflects the impact of the Distribution as set forth in Section 6.2(b)(ii)(C), provided that fractional shares will continue to be maintained until the payment of the unit is made.  Such converted awards shall remain subject to the terms and conditions in effect with respect to the award immediately preceding the Distribution Date.

(c)Grant and Settlement of Awards.  Tyco shall assure that each Tyco Restricted Stock, Restricted Stock Unit and Performance Share Unit is converted into Electronics and Healthcare awards as set forth in Section 6.1 and Section 6.2.  All converted awards will be issued under the 2004 Tyco Stock and Incentive Plan.  Subject to the terms of this Agreement and any other agreement in force between the Parties from time to time, upon the vesting or payment of any such award, each of Tyco, Healthcare and Electronics shall be solely responsible to issue its shares in settlement of the respective awards payable in its shares without reimbursement, recourse or other compensation from any other Party;  provided, however, that if a Party resolves to amend the vesting schedule of an employee or former employee’s award, then (i) the employing

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Party shall reimburse the issuing Party for any increased compensation or other costs incurred by the issuing Party (determined in accordance with the issuing Party’s normal practices) in connection with such amendment, and (ii) the issuing Party shall make any required changes to implement the requested amendment.

Section 6.3Employee Stock Purchase Plan.  Effective February 1, 2007, Tyco temporarily discontinued the purchase of common shares under the Tyco International Ltd. Employee Stock Purchase Plan (the “Tyco ESPP”).  Any contributions received subsequent to that date will be returned to employees in accordance with the terms of the Tyco ESPP.  Accounts will be established for each participant with UBS Financial Services so that following the Distribution Date each participant will maintain an individual account of their existing shares from the Tyco ESPP.  Healthcare and Electronics shall each adopt a new employee stock purchase plan to be effective as soon as practicable after the Distribution Date.

Section 6.4Nonqualified Deferred Compensation Plans.

(a)Healthcare Deferred Compensation Plans.

(i)Effective as of the Distribution Date, Healthcare (or any one of its Subsidiaries or Affiliates) shall be solely responsible for the satisfaction of all Liabilities under the Healthcare Deferred Compensation Plans listed in Schedule 6.4(a), and any nonqualified deferred compensation plans in the United States or any other country covering Healthcare Employees or Former Healthcare Employees, other than those listed in Schedule 6.4(b) and specifically identified as Electronics Deferred Compensation Plans or legacy Electronics Deferred Compensation Plans or listed in Schedule 6.4(c) and specifically identified as Tyco Deferred Compensation Plans or legacy Tyco Deferred Compensation Plans, as well as all Liabilities with respect to nonqualified deferred compensation plan benefits for Healthcare Employees and Former Healthcare Employees under the Tyco Supplemental Savings and Retirement Plan and Tyco Supplemental Executive Retirement Plan (the “Healthcare Deferred Compensation Liabilities”).  In this connection, Healthcare (or any one of its Subsidiaries or Affiliates), shall maintain one or more nonqualified deferred compensation plans which shall contain terms that are substantially similar to the terms and conditions of the Tyco Supplemental Savings and Retirement Plan and Tyco Supplemental Executive Retirement Plan as in effect prior to the Distribution Date (subject to such amendments as necessary to comply with Code Section 409A) and the Healthcare Deferred Compensation Liabilities under the Tyco Supplemental Savings and Retirement Plan and Tyco Supplemental Executive Retirement Plan as of the Distribution Date shall be transferred to such plans.

(ii)All elections by Healthcare Employees, and Former Healthcare Employees that were in effect under the terms of the applicable Healthcare Deferred Compensation Plan immediately prior to the Distribution Date shall continue in effect from and after the Distribution Date until a new election that by its terms supersedes the prior election is made by such Healthcare Employee or Former Healthcare Employee in accordance with the terms of the applicable

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Healthcare Deferred Compensation Plan and consistent with the provisions of Code Section 409A to the extent applicable.

(iii)As of the Distribution Date, Healthcare shall be solely responsible for the management and administration of the Healthcare Deferred Compensation Plans and legacy Healthcare Deferred Compensation Plans including, but not limited to, the adjudication of claims filed by Healthcare Employees or Former Healthcare Employees under the Tyco Supplemental Savings and Retirement Plan and Tyco Supplemental Executive Retirement Plan before the Distribution Date, provided that (A) the claim relates to a Healthcare Deferred Compensation Liability that has been transferred to the applicable Healthcare Deferred Compensation Plan; (B) the claim has not been finally adjudicated by Tyco on the day immediately preceding the Distribution Date; and (C) under the applicable claims procedure Healthcare’s plan administrator or other authorized person or committee will have at least a sixty (60) day period after the Distribution Date to respond to such claim.  Tyco shall be solely responsible for the adjudication of any claim that satisfies subsections (A) and (B) but not (C); provided, however, that if Tyco’s response to such claim does not finally adjudicate the claim, Tyco shall immediately transfer administration of such claim to Healthcare for final adjudication upon sending its response to the claimant.

(iv)Payments to Healthcare Employees and Former Healthcare Employees under the Healthcare Deferred Compensation Plans shall be made by Healthcare or one of its Subsidiaries or Affiliates as determined in the sole discretion of Healthcare.

(b)Electronics Deferred Compensation Plans.

(i)Effective as of the Distribution Date, Electronics (or any one of its Subsidiaries or Affiliates) shall be solely responsible for the satisfaction of all Liabilities under the Electronics Deferred Compensation Plans listed in Schedule 6.4(b), and any nonqualified deferred compensation plans in the United States or any other country covering Electronics Employees or Former Electronics Employees, other than those listed in Schedule 6.4(a) and specifically identified as Healthcare Deferred Compensation Plans or legacy Healthcare Deferred Compensation Plans or listed in Schedule 6.4(c) and specifically identified as Tyco Deferred Compensation Plans or legacy Tyco Deferred Compensation Plans, as well as all Liabilities with respect to nonqualified deferred compensation plan benefits for Electronics Employees and Former Electronics Employees under the Tyco Supplemental Savings and Retirement Plan and Tyco Supplemental Executive Retirement Plan (the “Electronics Deferred Compensation Liabilities”).  In this connection, Electronics (or any one of its Subsidiaries or Affiliates), shall maintain one or more nonqualified deferred compensation plans which shall contain terms that are substantially similar to the terms and conditions of the Tyco Supplemental Savings and Retirement Plan and Tyco Supplemental Executive Retirement Plan as in effect prior to the Distribution Date (subject to such amendments as necessary to comply with Code Section 409A) and the Electronics

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Deferred Compensation Liabilities under the Tyco Supplemental Savings and Retirement Plan and Tyco Supplemental Executive Retirement Plan as of the Distribution Date shall be transferred to such plans.

(ii)All elections by Electronics Employees, and Former Electronics Employees that were in effect under the terms of the applicable Electronics Deferred Compensation Plan immediately prior to the Distribution Date shall continue in effect from and after the Distribution Date until a new election that by its terms supersedes the prior election is made by such Electronics Employee or Former Electronics Employee in accordance with the terms of the applicable Electronics Deferred Compensation Plan and consistent with the provisions of Code Section 409A to the extent applicable.

(iii)As of the Distribution Date, Electronics shall be solely responsible for the management and administration of the Electronics Deferred Compensation Plans and legacy Electronics Deferred Compensation Plans including, but not limited to, the adjudication of claims filed by Electronics Employees or Former Electronics Employees under the Tyco Supplemental Savings and Retirement Plan and Tyco Supplemental Executive Retirement Plan before the Distribution Date, provided that (A) the claim relates to an Electronics Deferred Compensation Liability that has been transferred to the applicable Electronics Deferred Compensation Plan; (B) the claim has not been finally adjudicated by Tyco on the day immediately preceding the Distribution Date; and (C) under the applicable claims procedure Electronics’ plan administrator or other authorized person or committee will have at least a sixty (60) day period after the Distribution Date to respond to such claim.  Tyco shall be solely responsible for the adjudication of any claim that satisfies subsections (A) and (B) but not (C); provided, however, that if Tyco’s response to such claim does not finally adjudicate the claim, Tyco shall immediately transfer administration of such claim to Electronics for final adjudication upon sending its response to the claimant.

(iv)Payments to Electronics Employees and Former Electronics Employees under the Electronics Deferred Compensation Plans shall be made by Electronics or one of its Subsidiaries or Affiliates as determined in the sole discretion of Electronics.

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(c)Tyco Deferred Compensation Plans.

(i)Effective as of the Distribution Date, Tyco (or any one of its Subsidiaries or Affiliates) shall be solely responsible for the satisfaction of all Liabilities under the Tyco Deferred Compensation Plans and all Liabilities with respect to nonqualified deferred compensation plan benefits for Tyco Employees and Former Tyco Employees under the Tyco Supplemental Savings and Retirement Plan and Tyco Supplemental Executive Retirement Plan (the “Tyco Deferred Compensation Liabilities”).

(ii)Payments to Tyco Employees and Former Tyco Employees under the Tyco Deferred Compensation Plans shall be made by Tyco or one of its Affiliates as determined in the sole discretion of Tyco.

(d)Continued Employment.  Consistent with Code Section 409A, the Parties agree that Healthcare Employees and Electronics Employees who participate in the Tyco Deferred Compensation Plans immediately prior to the Distribution Date and who participate in the Healthcare Deferred Compensation Plans and the Electronics Deferred Compensation Plans, as applicable, immediately following the Distribution Date, shall not experience a termination of employment or separation from service as a result of the transactions contemplated herein.

Section 6.5Pension Plans.

(a)Healthcare Pension Plans.

(i)As of the Distribution Date, Healthcare shall Assume sponsorship of and be solely responsible for the management and administration of, and except as otherwise provided below, be responsible for all Assets and Liabilities under the pension plans listed in Schedule 6.5(a) and any other pension plans in the United States or any other country covering Healthcare Employees or Former Healthcare Employees, other than those listed in Schedule 6.5(b) and specifically identified as Electronics Pension Plans or listed in Schedule 6.5(c) and specifically identified as Tyco Retained Pension Plans (with such plans to be solely Healthcare’s responsibility to be referred to as the “Healthcare Pension Plans”).

(ii)For Healthcare Pension Plans that are intended to be tax-qualified defined benefit pension plans under Sections 401(a) and 501(a) of the Code (the “Healthcare US Pension Plans”):

(A)Effective as of the Distribution Date, Healthcare shall take all such actions necessary to (i) become the plan sponsor of the Healthcare US Pension Plans (ii) establish an investment committee and an administrative committee, as appropriate, as named fiduciaries of the Healthcare US Pension Plans (iii) appoint members of the investment committee and the administrative committee and (iv) establish a new trust or trusts designed to be tax exempt under Section 501(a) of the Code and

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hold the assets of the Healthcare US Pension Plans (the “Healthcare Master Trust”).

(B)As soon as practicable after the Tyco Investment Committee confirms that each of the actions in Section 6.5(a)(ii)(A) above have been completed, but not prior to the Healthcare Distribution Date, Tyco shall cause at least 90% of the Assets of the Tyco Master Trust attributable to the Healthcare US Pension Plans listed in Schedule 6.5(a) (using values as of January 1, 2007) to be transferred to the Healthcare Master Trust; the balance of the Tyco Master Trust Assets attributable to such Healthcare US Pension Plans shall be transferred to the Healthcare Master Trust within 120 days of the Healthcare Distribution Date.

(C)Healthcare and Tyco acknowledge and agree that such transfer of Assets and Liabilities will comply with Sections 401(a)(12), 414(l) and 411(d)(6) of the Code and the regulations thereunder and that the value of the Assets to be transferred as determined under Section 414(l) of the Code and the regulations thereunder shall be adjusted from the period between January 1, 2007 and the transfer date to reflect the investment experience under the Tyco Master Trust using the assumptions and methodology which the Pension Benefit Guaranty Corporation would have used under Section 4044 of ERISA, the Healthcare Pension Plan’s allocable share of expenses and any benefit distributions made to Healthcare Employees.  With respect to the transfer of Assets and Liabilities from the Kendall/ADT Pension Plan and the Tyco Electronics Pension Plan, assumptions and methodology are set forth in Schedule 6.5(d).

(D)The Healthcare US Pension Plans will continue to participate in the Tyco Master Trust subject to Tyco’s direction of the assets of the Tyco Master Trust without distinction as to any particular participating plan for a transition period not exceeding 120 days following the Healthcare Distribution Date; provided, that Healthcare holds Tyco harmless with respect to such continued participation.

(iii)Following the Distribution Date, eligible participants shall accrue benefits (to the extent that such Healthcare Pension Plans are not frozen) and receive service credit, as applicable, under the Healthcare Pension Plans in accordance with the terms and conditions of the relevant Healthcare Pension Plan; provided, however, that the foregoing shall in no way alter any right of Healthcare, subsequent to the Distribution Date, to amend or terminate any of the Healthcare Pension Plans in accordance with their terms and applicable Law.  Healthcare and Tyco shall reasonably cooperate with each other in order to facilitate the foregoing provisions of this Section 6.5.

(iv)As of the Distribution Date, Healthcare shall be solely responsible for the adjudication of claims filed by Healthcare Employees or Former

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Healthcare Employees under a Healthcare Pension Plan including, but not limited to, claims filed before the Distribution Date under such plans as in effect on the date such claim was filed, provided that (A) the claim relates to Assets or Liabilities assumed by Healthcare under Section 6.5(a)(i); (B) the claim has not been finally adjudicated by Tyco on the day immediately preceding the Distribution Date; and (C) under the applicable claims procedure, Healthcare’s plan administrator or other authorized person or committee will have at least a sixty (60) day period after the Distribution Date to respond to such claim.  Tyco shall be solely responsible for the adjudication of any claim that satisfies subsections (A) and (B) but not (C); provided, however, that if Tyco’s response to such claim does not finally adjudicate the claim, Tyco shall immediately transfer administration of such claim to Healthcare for final adjudication upon sending its response to the claimant.

(v)Notwithstanding any other provision set forth in this Agreement, (A) Healthcare and the Healthcare Pension Plans shall indemnify and hold harmless Tyco, the Tyco Retained Pension Plans, Electronics and the Electronics Pension Plans (and each of their respective Affiliates, Subsidiaries, officers, employees, agents and fiduciaries) with respect to any and all Liabilities in respect of the participants in the Healthcare Pension Plans relating to the provision of pension benefits pursuant to the Healthcare Pension Plans and (B) Tyco, the Tyco Retained Pension Plans, Electronics and the Electronics Pension Plans shall indemnify and hold harmless Healthcare and the Healthcare Pension Plans (and each of their respective Affiliates, Subsidiaries, officers, employees, agents and fiduciaries) with respect to any and all Liabilities in respect of the participants in the Tyco Retained Pension Plan and Electronics Plans relating to the provision of pension benefits pursuant to the Tyco Retained Pension Plans and Electronics Plans.

(b)Electronics Pension Plans.

(i)As of the Distribution Date, Electronics shall Assume sponsorship of and be solely responsible for the management and administration of, and except as otherwise provided below, be responsible for all Assets and Liabilities under the pension plans listed in Schedule 6.5(b) and any other pension plan in the United States or any other country covering Electronics Employees, other than those listed in Schedule 6.5(a) and specifically identified as Healthcare Pension Plans or listed in Schedule 6.5(c) and specifically identified as Tyco Retained Pension Plans (with such plans to be solely Electronics’ responsibility referred to as the “Electronics Pension Plans”).

(ii)For Electronics Pension Plans that are intended to be tax-qualified defined benefit pension plans under Sections 401(a) and 501(a) of the Code (the “Electronics US Pension Plans”):

(A)Effective as of the Distribution Date, Electronics shall take all such actions necessary to (i) become the plan sponsor of the Electronics

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US Pension Plans (ii) establish an investment committee and an administrative committee, as appropriate, as named fiduciaries of the Electronics US Pension Plans (iii) appoint members of the investment committee and the administrative committee and (iv) establish a new trust or trusts designed to be tax exempt under Section 501(a) of the Code and hold the assets of the Electronics US Pension Plans (the “Electronics Master Trust”).

(B)As soon as practicable after the Tyco Investment Committee confirms that each of the actions in Section 6.5(b)(ii)(A) above have been completed, but not prior to the Electronics  Distribution Date, Tyco shall cause at least 90% of the Assets of the Tyco Master Trust attributable to the Electronics US Pension Plans listed in Schedule 6.5(b) (using values as of January 1, 2007) to be transferred to the Electronics Master Trust; the balance of the Tyco Master Trust Assets attributable to such Electronics US Pension Plans shall be transferred to the Electronics Master Trust within 120 days of the Electronics Distribution Date.

(C)Electronics and Tyco acknowledge and agree that such transfer of Assets and Liabilities will comply with Sections 401(a)(12), 414(l) and 411(d)(6) of the Code and the regulations thereunder and that the value of the Assets to be transferred as determined under Section 414(l) of the Code and the regulations thereunder shall be adjusted from the period between January 1, 2007 and the transfer date to reflect the investment experience under the Tyco Master Trust using the assumptions and methodology which the Pension Benefit Guaranty Corporation would have used under Section 4044 of ERISA, the Electronics Pension Plan’s allocable share of expenses and any benefit distributions made to Electronics Employees.  With respect to the transfer of Assets and Liabilities from the Kendall/ADT Pension Plan and the Tyco Electronics Pension Plan, assumptions and methodology are set forth in Schedule 6.5(d).

(D)The Electronics US Pension Plans will continue to participate in the Tyco Master Trust subject to Tyco’s direction of the assets of the Tyco Master Trust without distinction as to any particular participating plan for a transition period not exceeding 120 days following the Electronics Distribution Date; provided, that Electronics holds Tyco harmless with respect to such continued participation.

(iii)Following the Distribution Date, eligible participants shall accrue benefits (to the extent that such Electronics Pension Plans are not frozen) and receive service credit, as applicable, under the Electronics Pension Plans in accordance with the terms and conditions of the relevant Electronics Pension Plan; provided, however, that the foregoing shall in no way alter any right of Electronics, subsequent to the Distribution Date, to amend or terminate any of the Electronics Pension Plans in accordance with their terms and applicable Law.

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Electronics and Tyco shall reasonably cooperate with each other in order to facilitate the foregoing provisions of this Section 6.5.

(iv)As of the Distribution Date, Electronics shall be solely responsible for the adjudication of claims filed by Electronics Employees or Former Electronics Employees under a Electronics Pension Plan including, but not limited to, claims filed before the Distribution Date under such plans as in effect on the date such claim was filed, provided that (A) the claim relates to Assets or Liabilities assumed by Electronics under Section 6.5(b)(i); (B) the claim has not been finally adjudicated by Tyco on the day immediately preceding the Distribution Date; and (C) under the applicable claims procedure, Electronics’ plan administrator or other authorized person or committee will have at least a sixty (60) day period after the Distribution Date to respond to such claim.  Tyco shall be solely responsible for the adjudication of any claim that satisfies subsections (A) and (B) but not (C); provided, however, that if Tyco’s response to such claim does not finally adjudicate the claim, Tyco shall immediately transfer administration of such claim to Electronics for final adjudication upon sending its response to the claimant.

(v)Notwithstanding any other provision set forth in this Agreement, (i) Electronics and the Electronics Pension Plans shall indemnify and hold harmless Tyco, the Tyco Retained Pension Plans, Healthcare and the Healthcare Pension Plans (and each of their respective affiliates, Subsidiaries, officers, employees, agents and fiduciaries) with respect to any and all Liabilities in respect of the participants in the Electronics Pension Plans relating to the provision of pension benefits pursuant to the Electronics Pension Plans and (ii) Tyco, the Tyco Retained Pension Plans, Healthcare and the Healthcare Pension Plans shall indemnify and hold harmless Electronics and the Electronics Pension Plans (and each of their respective affiliates, Subsidiaries, officers, employees, agents and fiduciaries) with respect to any and all Liabilities in respect of the participants in the Tyco Retained Pension Plans and Healthcare Pension Plans relating to the provision of pension benefits pursuant to the Tyco Retained Pension Plans and Healthcare Pension Plans.

(c)Tyco Retained Pension Plans.

(i)Following the Distribution Date, Tyco shall retain sole responsibility for all benefits accrued prior to the Distribution Date, Assets and Liabilities for the pension plans listed in Schedule 6.5(c) and any other pension plan in the United States or any other country covering Tyco Employees, other than those listed in Schedule 6.5(a) and specifically identified as Healthcare Pension Plans or listed in Schedule 6.5(b) and specifically identified as Electronics Pension Plans (the “Tyco Retained Pension Plans”), and neither Healthcare nor Electronics shall have any obligation with respect thereto.

(ii)Following the Distribution Date, eligible participants in the Tyco Retained Pension Plans shall continue to accrue benefits (to the extent that such

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Tyco Retained Pension Plans are not frozen) and receive service credit, as applicable under the Tyco Retained Pension Plans in accordance with the terms and conditions of the relevant Tyco Retained Pension Plan.  Nothing contained in this Agreement shall alter in any way the right of Tyco, subsequent to the Distribution Date, to amend or terminate any Tyco Retained Pension Plan in accordance with its terms and applicable Law.

(iii)Notwithstanding any other provision set forth in this Agreement, (A) Tyco and the Tyco Retained Pension Plans shall indemnify and hold harmless Healthcare, the Healthcare Pension Plans, Electronics and the Electronics Pension Plans (and each of their respective Affiliates, Subsidiaries, officers, employees, agents and fiduciaries) with respect to any and all Liabilities in respect of the participants in the Tyco Retained Pension Plans relating to the provision of pension benefits pursuant to the Tyco Retained Pension Plans and (B) Healthcare, the Healthcare Pension Plans, Electronics and the Electronics Pension Plans shall indemnify and hold harmless Tyco and the Tyco Retained Pension Plans (and each of their respective Affiliates, Subsidiaries, officers, employees, agents and fiduciaries) with respect to any and all Liabilities in respect of the participants in the Healthcare Pension Plans and Electronics Pension Plans relating to the provision of pension benefits pursuant to the Healthcare Pension Plans and Electronics Pension Plans.

(d)Kendall/ADT Pension Plan and Tyco Electronics Pension Plan Liabilities.  If, during the period from the Distribution Date through December 31, 2008, the Parties determine that adjustments are appropriate with respect to the data that was used to calculate pension plan Liabilities under Section 4044 of ERISA for the purposes of effecting the transfer of Assets and Liabilities described in subparagraphs (a)(ii)(B) and (C), and b(ii)(B) and (C) of this Section 6.5 with respect to Assets and Liabilities of the Kendall/ADT Pension Plan and the Tyco Electronics Pension Plan, the Parties agree to cooperate to conform the net difference in Assets transferred or retained attributable to such data adjustments and to cause additional Assets reflecting such net difference to be transferred between the relevant master trusts as soon as practicable after December 31, 2008.  Any such additional Assets shall be adjusted from the period between January 1, 2007 and the transfer date to reflect the investment experience under the Healthcare Master Trust, Electronics Master Trust or Tyco Master Trust, as applicable, using the assumptions and methodology which the Pension Benefit Guaranty Corporation would have used under Section 4044 of ERISA.  Notwithstanding the foregoing, no Assets shall be transferred between the relevant master trusts of the Parties unless the Parties determine that the net result of all such data adjustments is that the Healthcare Master Trust, Electronics Master Trust or Tyco Master Trust should have received or retained at least $5,000,000 of additional Assets (as of January 1, 2007).  Any such data adjustments must be communicated to the other relevant Parties in writing on or before December 31, 2008 in order to be considered in determining whether an additional Asset transfer is to be made pursuant to this paragraph (d).  The impact of such adjustments on the Liabilities shall be determined for purposes of this paragraph (d) using the same actuarial assumptions and methods used in originally determining such Liabilities.

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Section 6.6Retirement Savings Plans.

(a)Healthcare Retirement Savings Plans.

(i)As of the Distribution Date, Healthcare shall Assume sponsorship of and be solely responsible for (except as otherwise provided in this Section 6.6(a) below) the management and administration of all Assets and Liabilities under the Tyco International (US) Inc. Retirement Savings and Investment Plan II, the Tyco International (US) Inc. Retirement Savings and Investment Plan IX – Puerto Rico (the “Healthcare RSIPs”), any other defined contribution retirement plans listed in Schedule 6.6(a), and any other savings plans in the United States or any other country covering Healthcare Employees, other than those listed in Schedule 6.6(b) and specifically identified as Electronics Savings Plans or listed in Schedule 6.6(c) and specifically identified as Tyco Retained Savings Plans (the “Healthcare Savings Plans”).

(ii)On or shortly after the Healthcare Distribution Date and after the Tyco Investment Committee confirms that all of the actions described in Section 6.6(a)(iii) have been completed, Tyco shall cause the value of Assets of the Tyco International (US) Inc. Retirement Savings Master Trust attributable to the Healthcare RSIPs to be transferred to a trust or trusts created for the Healthcare Savings Plans in the United States in a “transfer of assets or liabilities” in accordance with Section 414(l) of the Code and Section 208 of ERISA and the respective rules and regulations promulgated thereunder.  The Assets to be transferred will be in the form of cash or other property, as Tyco and Healthcare shall mutually agree prior to such transfer.  In addition, on or shortly after  the Healthcare Distribution Date and after the Tyco Investment Committee confirms  that all of the actions described in Section 6.6(a)(iii) have been completed, the deed of trust established for the Tyco International (US) Inc. Retirement Savings and Investment Plan IX – Puerto Rico shall be transferred to Healthcare.

(iii)Effective as of the Distribution Date, Healthcare shall take all such actions necessary to become the plan sponsor of the Healthcare Savings Plans, establish an investment committee and an administrative committee as named fiduciaries of the Healthcare Savings Plans, appoint members of the investment committee and the administrative committee, as appropriate, and establish a new trust or trusts for the Healthcare Savings Plans in the United States designed to be tax exempt under Section 501(a) of the Code and hold the assets of the Healthcare Savings Plans.

(iv)As of the Distribution Date, Healthcare shall be solely responsible for the adjudication of claims filed by Healthcare Employees or Former Healthcare Employees under a Healthcare Savings Plan including, but not limited to, claims filed before the Distribution Date under such plans as in effect on the date such claim was filed provided that (A) the claim relates to Assets or Liabilities assumed by Healthcare under this Section 6.6(a); (B) the claim has not been finally adjudicated by Tyco on the day immediately preceding the

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Distribution Date; and (C) under the applicable claims procedure, Healthcare’s plan administrator or other authorized person or committee will have at least a sixty (60) day period after the Distribution Date to respond to such claim.  Tyco shall be solely responsible for the adjudication of any claim that satisfies subsections (A) and (B) but not (C); provided, however, that if Tyco’s response to such claim does not finally adjudicate the claim, Tyco shall immediately transfer administration of such claim to Healthcare for final adjudication upon sending its response to the claimant.

(v)Nothing contained in this Agreement shall alter in any way the right of Healthcare, subsequent to the Distribution Date, to amend or terminate the Healthcare Savings Plans in accordance with its terms and applicable Law.

(vi)Notwithstanding any other provision set forth in this Agreement, (A) Healthcare and the Healthcare Savings Plans shall indemnify and hold harmless Tyco, the Tyco Retained Savings Plans, Electronics and the Electronics Savings Plans (and each of their respective Affiliates, Subsidiaries, officers, employees, agents and fiduciaries) with respect to any and all Liabilities in respect of the participants in the Healthcare Savings Plans relating to the provision of benefits pursuant to the Healthcare Savings Plans and (B) Tyco, the Tyco Retained Savings Plans, Electronics and the Electronics Savings Plans shall indemnify and hold harmless Healthcare and the Healthcare Savings Plans (and each of their respective Affiliates, Subsidiaries, officers, employees, agents and fiduciaries) with respect to any and all Liabilities in respect of the participants in the Tyco Retained Savings Plans and Electronics Savings Plans relating to the provision of benefits pursuant to the Tyco Retained Savings Plans and Electronics Savings Plans.

(b)Electronics Retirement Savings Plans.

(i)As of the Distribution Date, Electronics shall Assume sponsorship of and be solely responsible for (except as otherwise provided in this Section 6.6(b) below) the management and administration of all Assets and Liabilities under the Tyco International (US) Inc. Retirement Savings and Investment Plan I (the “Electronics RSIP”), any defined contribution retirement plans listed in Schedule 6.6(b), and any other savings plans in the United States or any other country covering Electronics Employees, other than those listed in Schedule 6.6(a) and specifically identified as Healthcare Savings Plans or listed in Schedule 6.6(c) and specifically identified as Tyco Retained Savings Plans (the “Electronics Savings Plans”).

(ii)On or shortly after the Electronics Distribution Date and after the Tyco Investment Committee confirms that all of the actions in Section 6.6(b)(iii) have been completed, Tyco shall cause the value of Assets of the Tyco International (US) Inc. Retirement Savings Master Trust attributable to the Electronics RSIP to be transferred to a trust or trusts created for the Electronics Savings Plans in the United States in a “transfer of assets or liabilities” in

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accordance with Section 414(l) of the Code and Section 208 of ERISA and the respective rules and regulations promulgated thereunder.  The Assets to be transferred will be in the form of cash or other property, as Tyco and Electronics shall mutually agree prior to such transfer.

(iii)Effective as of the Distribution Date, Electronics shall take all such actions necessary to become the plan sponsor of the Electronics Savings Plans, establish an investment committee and an administrative committee as named fiduciaries of the Electronics Savings Plans and appoint members of the investment committee and the administrative committee, as appropriate, and establish a new trust or trusts for the Electronics Savings Plans in the United States designed to be tax exempt under Section 501(a) of the Code and hold the assets of the Electronics Savings Plans.

(iv)As of the Distribution Date, Electronics shall be solely responsible for the adjudication of claims filed by Electronics Employees or Former Electronics Employees under a Electronics Savings Plan including, but not limited to, claims filed before the Distribution Date under such plans as in effect on the date such claim was filed provided that (A) the claim relates to Assets or Liabilities assumed by Electronics under this Section 6.6(a); (B) the claim has not been finally adjudicated by Tyco on the day immediately preceding the Distribution Date; and (C) under the applicable claims procedure, Electronics’ plan administrator or other authorized person or committee will have at least a sixty (60) day period after the Distribution Date to respond to such claim.  Tyco shall be solely responsible for the adjudication of any claim that satisfies subsections (A) and (B) but not (C); provided, however, that if Tyco’s response to such claim does not finally adjudicate the claim, Tyco shall immediately transfer administration of such claim to Electronics for final adjudication upon sending its response to the claimant.

(v)Nothing contained in this Agreement shall alter in any way the right of Electronics, subsequent to the Distribution Date, to amend or terminate the Electronics Savings Plans in accordance with its terms and applicable Law.

(vi)Notwithstanding any other provision set forth in this Agreement, (A) Electronics and the Electronics Saving Plans shall indemnify and hold harmless Tyco, the Tyco Retained Savings Plans, Healthcare and the Healthcare Savings Plans (and each of their respective Affiliates, Subsidiaries, officers, employees, agents and fiduciaries) with respect to any and all Liabilities in respect of the participants in the Electronics Saving Plans relating to the provision of benefits pursuant to the Electronics Saving Plans and (B) Tyco, the Tyco Retained Savings Plans, Healthcare and the Healthcare Savings Plans shall indemnify and hold harmless Electronics and the Electronics Savings Plans (and each of their respective Affiliates, Subsidiaries, officers, employees, agents and fiduciaries) with respect to any and all Liabilities in respect of the participants in the Tyco Retained Savings Plans and Healthcare Savings Plans relating to the

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provision of benefits pursuant to the Tyco Retained Savings Plans and Healthcare Savings Plans.

(c)Tyco Retirement Savings Plans.  Following the Distribution Date, Tyco shall retain sole responsibility for all benefit obligations incurred prior to the Distribution Date and Liabilities under the Tyco International (US) Inc. Retirement Savings and Investment Plan III, the Tyco International (US) Inc. Retirement Savings and Investment Plan IV, the Tyco International (US) Inc. Retirement Savings and Investment Plan V, the Tyco International (US) Inc. Retirement Savings and Investment Plan VI, any defined contribution retirement plans listed in Schedule 6.6(c), and any other savings plans in the United States or any other country covering Tyco Employees, other than those listed in Schedule 6.6(a) and specifically identified as Healthcare Savings Plans or listed in Schedule 6.6(b) and specifically identified as Electronics Savings Plans (the “Tyco Retained Savings Plans”).  Eligible Tyco participants shall continue accruing benefits under the Tyco Retained Savings Plan in accordance with the terms and conditions of the Tyco Retained Savings Plan.  Nothing contained in this Agreement shall alter in any way the right of Tyco, subsequent to the Distribution Date, to amend or terminate the Tyco Retained Savings Plan in accordance with its terms and applicable Law.

Section 6.7Retiree Medical Benefits.  Following the Distribution Date: (a) Tyco shall be solely responsible for the management and administration of and satisfaction of all retiree medical and retiree insurance obligations with respect to the plans identified in Schedule 6.7(a) (the “Tyco Retiree Medical Plans”); (b) except as otherwise provided below, Healthcare shall be solely responsible for the management and administration of and satisfaction of all retiree medical and retiree insurance obligations with respect to plans identified in Schedule 6.7(b) (the “Healthcare Retiree Medical Plans”); and (c) except as otherwise provide below, Electronics shall be solely responsible for the management and administration of and satisfaction of all retiree medical and retiree insurance obligations with respect to the plans identified in Schedule 6.7(c) (the “Electronics Retiree Medical Plans”)..  The Parties agree that each Party and the retiree medical plans described above for which it is responsible (and each of their respective Affiliates, Subsidiaries, officers, employees, agents and fiduciaries) shall indemnify and hold harmless each other Party and the retiree medical plans for which they are responsible (and each of their respective Affiliates, Subsidiaries, officers, employees, agents and fiduciaries) with respect to any and all Liabilities with respect to retiree medical and retiree insurance obligations under the retiree medical plans for which they are responsible.  Except as provided below, Healthcare or Electronics, as appropriate, shall be solely responsible for the adjudication of any claims filed by a Former Healthcare Employee or Former Electronics Employee before the Distribution Date under a Tyco Retiree Medical Plan, Healthcare Retiree Medical Plan or Electronics Retiree Medical Plan.  Notwithstanding the previous sentence, Tyco shall be solely responsible for the adjudication of any claim under a Tyco Retiree Medical Plan, Healthcare Retiree Medical Plan or Electronics Retiree Medical Plan that (A) was filed before the Distribution Date; (B) has not been finally adjudicated by Tyco on the day immediately preceding the Distribution Date; and (C) under the applicable claims procedure, Tyco’s plan administrator or other authorized person or committee will have a less than sixty (60) day period after the Distribution Date to respond to such claim.  Notwithstanding the previous sentence, if Tyco’s response to such claim does not finally adjudicate the claim, Tyco shall immediately

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upon sending its response to the claimant transfer administration of such claim to Healthcare or Electronics, as appropriate, for final adjudication.

Section 6.8Health, Welfare and Fringe Benefit Plans.

(a)Health Plans.

(i)Not later than the Distribution Date, Healthcare shall establish the Healthcare Health Plans and Electronics shall establish the Electronics Health Plans, each effective no later than the Distribution Date and, correspondingly, Healthcare Employees and Electronics Employees shall cease participating in the Tyco Health Plans on the dates the new plans are established.  The newly established Healthcare Health Plans and Electronics Health Plans shall be substantially similar to the Tyco Health Plans.  After the Distribution Date (except as otherwise provided below): (A) Healthcare shall be solely responsible for the management and administration of the Healthcare Health Plans and solely responsible for the payment of all employer-related costs in establishing and maintaining the Healthcare Health Plans, and for the collection and remittance of participant contributions and premiums and shall establish and appoint members to a benefits review committee to review Healthcare Health Plan claims, (B) Electronics shall be solely responsible for the management and administration of the Electronics Health Plans and solely responsible for the payment of all employer-related costs in establishing and maintaining the Electronics Health Plans, and for the collection and remittance of participant contributions and premiums and shall establish and appoint members to a benefits review committee to review Electronics Health Plan claims, and (C) Tyco shall retain sole responsibility for all Liabilities under the Tyco Health Plans and sole responsibility for the payment of all employer-related costs in maintaining the Tyco Health Plans, and for the collection and remittance of participant contributions and premiums.

(ii)Except as provided below, Healthcare or Electronics, as appropriate, shall be solely responsible for the adjudication of any claims filed by a Healthcare Employee, Former Healthcare Employee, Electronics Employee or Former Electronics Employee before the Distribution Date under a Tyco Health Plan, Healthcare Health Plan or Electronics Health Plan.  Notwithstanding the previous sentence, Tyco shall be solely responsible for the adjudication of any claims filed by a Healthcare Employee, Former Healthcare Employee, Electronics Employee or Former Electronics Employee under a Tyco Health Plan, Healthcare Health Plan or Electronics Health Plan before the Distribution Date that (A) has not been finally adjudicated by Tyco on the day immediately preceding the Distribution Date; and (B) under the applicable claims procedure, Tyco’s plan administrator or other authorized person or committee will have a less than sixty (60) day period after the Distribution Date to respond to such claim.  Notwithstanding the previous sentence, if Tyco’s response to such claim does not finally adjudicate the claim, Tyco shall immediately upon sending its response to

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the claimant transfer administration of such claim to Healthcare or Electronics, as appropriate, for final adjudication.

(iii)Any determination made or settlements entered into by Tyco prior to the Distribution Date with respect to claims incurred under the Tyco Health Plans by Healthcare Employees, Former Healthcare Employees, Electronics Employees and Former Electronic Employees shall be final and binding.  On and after the Distribution Date, Healthcare and Electronics shall retain financial and administrative (“run-out “) Liability and all related obligations and responsibilities for all claims incurred by their respective employees and former employees while Healthcare Employees, Former Healthcare Employees, Electronics Employees and Former Electronics Employees are participants in the Tyco Health Plans, including any claims that were administered by Tyco as of, on, or after the Distribution Date and in a manner consistent with Section 6.8(a)(ii).  Any such run-out Liability and all related claims, charges, and expenses shall be settled in a manner consistent with past practices and policies, including an interim accounting and a final accounting between Tyco, Healthcare and Electronics.  As of the Distribution Date, the reserve included in Tyco’s financial statements for “Incurred But Not Reported” medical and dental expenses (A) attributable to Healthcare Employees and Former Healthcare Employees shall be transferred to Healthcare, and (B) attributable to Electronics Employees and Former Electronics Employees shall be transferred to Electronics.

(iv)As of the date that the Healthcare Health Plans are established, any COBRA Liabilities attributable to any Healthcare Employee or Former Healthcare Employee (or a qualified beneficiary of such individuals) that were originally obligations under the Tyco Health Plans shall become a Healthcare Liability.  Effective as of the date Healthcare Employees cease participating in the Tyco Health Plans, Healthcare shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA and the Healthcare Health Plans for Healthcare Employees, Former Healthcare Employees and their qualified beneficiaries (as such term is defined under COBRA) regardless as to whether such obligation arose under the Tyco Health Plans or the Healthcare Health Plans.

(v)As of the date that the Electronics Health Plans are established, any COBRA Liabilities attributable to any Electronics Employee or Former Electronics Employees (or a qualified beneficiary of such individuals) that were originally obligations under the Tyco Health Plans shall become an Electronics  Liability.  Effective as of the date Electronics Employees cease participating in the Tyco Health Plans, Electronics shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA and the Electronics Health Plans for Electronics Employees, Former Electronics Employees and their qualified beneficiaries (as such term is defined under COBRA) regardless as to whether such obligation arose under the Tyco Health Plans or the Electronics Health Plans.

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(vi)The Healthcare Health Plan and the Electronics Health Plan shall each provide that each eligible Healthcare Employee, Former Healthcare Employee, Electronics Employee or Former Electronics Employee, as applicable, will receive credit in 2007 for any co-payments and deductibles paid under a Tyco Health Plan prior to the Distribution Date in satisfying any applicable deductible or out-of-pocket requirements under the Healthcare Health Plan or the Electronics Health Plan, as applicable.  The Healthcare Health Plan and the Electronics Health Plan shall each also provide that they shall cover any pre-existing conditions that are recognized under the Tyco Health Plan.  Additionally, the Healthcare Health Plan and the Electronics Health Plan shall each also provide any other similar benefit in order to provide coverage that is substantially the same as the Tyco Health Plan.

(b)Section 125 Plans.

(i)Effective as of January 1, 2007, Healthcare established or caused to be established a Healthcare Section 125 Plan and on and after that date Healthcare shall be solely responsible for the management and administration of the Healthcare Section 125 Plan and such plan shall remain in effect on and after the Distribution Date.

(ii)Effective as of January 1, 2007, Electronics established or caused to be established a Electronics Section 125 Plan and on and after that date Electronics shall be solely responsible for the management and administration of the Electronics Section 125 Plan and such plan shall remain in effect on and after the Distribution Date.

(c)Severance Plans.  Not later than the Distribution Date, Healthcare shall establish the Healthcare Severance Plans and Electronics shall establish the Electronics Severance Plans, each effective as of the Distribution Date and, correspondingly, Healthcare Employees and Electronics Employees who are currently eligible to receive or are receiving severance payments shall cease participating in the Tyco Severance Plans on the Distribution Date.  After the Distribution Date: (i) Healthcare shall be solely responsible for the management, administration and payment of all Liabilities under the Tyco Severance Plans relating to Healthcare Employees and Former Healthcare Employees, for the management and administration of the Healthcare Severance Plans and for the payment of all employer-related costs in establishing and maintaining the Healthcare Severance Plans, (ii) Electronics shall be solely responsible for the management, administration and payment of all Liabilities under the Tyco Severance Plans relating to Electronics Employees and Former Electronics Employees, for the management and administration of the Electronics Severance Plans and for the payment of all employer-related costs in establishing and maintaining the Electronics Severance Plans, and (iii) Tyco shall retain sole responsibility for all Liabilities under the Tyco Severance Plans relating to Tyco Employees and Former Tyco Employees and shall be solely responsible for the payment of all employer-related costs in maintaining the Tyco Severance Plans. In no event shall an employee receive a duplication of severance benefits.  Except as provided below, Healthcare or Electronics, as appropriate, shall be

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solely responsible for the adjudication of any claims filed by a Healthcare Employee, Former Healthcare Employee, Electronics Employee or Former Electronics Employee before the Distribution Date under a Tyco Severance Plan.  Notwithstanding the previous sentence, Tyco shall be solely responsible for the adjudication of any claim filed by a Healthcare Employee, Former Healthcare Employee, Electronics Employee or Former Electronics Employee under a Tyco Severance Plan before the Distribution Date that (A) has not been finally adjudicated by Tyco on the day immediately preceding the Distribution Date; and (B) under the applicable claims procedure, Tyco’s plan administrator or other authorized person or committee will have a less than sixty (60) day period after the Distribution Date to respond to such claim.  Notwithstanding the previous sentence, if Tyco’s response to such claim does not finally adjudicate the claim, Tyco shall immediately upon sending its response to the claimant transfer administration of such claim to Healthcare for final adjudication.

(d)Disability Plans.  Not later than the Distribution Date, Healthcare shall establish the Healthcare Disability Plans and Electronics shall establish the Electronics Disability Plans, each effective no later than the Distribution Date and, correspondingly, Healthcare Employees and Electronics Employees shall cease participating in the Tyco Disability Plans on the dates the new plans are established and shall begin participating in the Healthcare Disability Plans or Electronics Disability Plans, as applicable.  After the Distribution Date: (i) Healthcare shall be solely responsible for the management and administration of the Healthcare Disability Plans and solely responsible for the payment of all employer-related costs in establishing and maintaining the Healthcare Disability Plans, (ii) Electronics shall be solely responsible for the management and administration of the Electronics Disability Plans and solely responsible for the payment of all employer-related costs in establishing and maintaining the Electronics Disability Plans, and (iii) Tyco shall retain sole responsibility for all disability Liabilities under the Tyco Disability Plans for claims incurred prior to the Distribution Date and shall be solely responsible for the payment of all employer-related costs in maintaining the Tyco Disability Plans.

(e)Group Insurance Plans.  Not later than the Distribution Date, Healthcare shall establish the Healthcare Group Insurance Plans and Electronics shall establish the Electronics Group Insurance Plans, each effective no later than the Distribution Date and, correspondingly, Healthcare Employees and Electronics Employees shall cease participating in the Tyco Group Insurance Plans on the dates the new plans are established and shall begin participating in the Healthcare Group Insurance Plans or the Electronics Group Insurance Plans, as applicable.  After the Distribution Date: (i) Healthcare shall be solely responsible for the management and administration of the Healthcare Group Insurance Plans and solely responsible for the payment of all employer-related costs in establishing and maintaining the Healthcare Group Insurance Plans, (ii) Electronics shall be solely responsible for the management and administration of the Electronics Group Insurance Plans and solely responsible for the payment of all employer-related costs in establishing and maintaining the Electronics Group Insurance Plans, and (iii) Tyco shall retain sole responsibility for all Liabilities for claims incurred prior to the Distribution Date under the Tyco Group Insurance Plans and shall be solely

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responsible for the payment of all employer-related costs in maintaining the Tyco Group Insurance Plans.

(f)Fringe Benefits.  Effective as of the Distribution Date, each of the Parties shall be responsible for establishing (as necessary) and maintaining its own fringe benefit plans, policies and arrangements, including any employee assistance program, educational assistance program, adoption assistance program and any other fringe benefit plans, programs and arrangements.  Healthcare shall be solely responsible for the management and administration of and Assume financial and administrative Liability and all related obligations and responsibilities with respect to claims for such fringe benefits incurred by Healthcare Employees and Former Healthcare Employees (but not paid by Tyco) prior to the Distribution Date; Electronics shall be solely responsible for the management and administration of and Assume financial and administrative Liability and all related obligations and responsibilities with respect to claims for such fringe benefits incurred by Electronics and Former Electronics Employees (but not paid by Tyco) prior to the Distribution Date; and Tyco shall retain financial and administrative Liability and all related obligations and responsibilities with respect to claims for such fringe benefits incurred by Tyco Employees and Former Tyco Employees prior to the Distribution Date.

(g)Paid Time Off and Payroll.  Effective as of the Distribution Date, each Party shall establish or retain their own paid time off policy and (i) any earned but unused paid time off (including vacation pay) that a Healthcare Employee is entitled to as of the Distribution Date will be credited to the Healthcare Employee under the Healthcare paid time off policy and provided in accordance with that policy; (ii) any earned but unused paid time off (including vacation pay) that an Electronics Employee is entitled to as of the Distribution Date will be credited to the Electronics Employee under the Electronics paid time off policy and provided in accordance with that policy; and (iii) any earned but unused paid time off (including vacation pay) that a Tyco Employee is entitled to as of the Distribution Date will be continued by the Tyco paid time off policy and provided in accordance with that policy.  On and after the Distribution Date, each Party shall have no liability for paid time off on behalf of another Party’s employees.

(h)Annual Bonus Plans.  With respect to any annual bonus or incentive plan not otherwise described in this Agreement, each Party (or their applicable Affiliate or Subsidiary) shall be responsible for all Liabilities and fully perform, pay and discharge all annual bonus obligations relating to any annual incentive plan for their respective employees and former employees for 2007 and thereafter.  With respect to the Period beginning October 1, 2006 and ending on the Distribution Date, Healthcare and Electronics shall calculate the bonus for their respective Healthcare Employees and Electronics Employees that participated in a Tyco bonus program using the applicable performance criteria for such period and such calculation shall be in a manner consistent with the terms of Tyco’s bonus programs.  In no event shall any employee receive a duplication of such benefits hereunder.

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Section 6.9Cooperation and Administrative Provisions.

(a)Notwithstanding anything herein to the contrary, the Parties shall reasonably cooperate and work together to unify, consolidate and share (to the extent permissible under applicable privacy/data protection laws) all relevant documents, Board resolutions, government filings, data, payroll and employment Information on regular timetables, make certain that each applicable entity’s data and records are correct and updated on a timely basis, and cooperate as needed with respect to (i) any litigation with respect to an employee benefit plan or arrangement contemplated by this Agreement, (ii) an audit of an employee benefit plan or arrangement contemplated by this Agreement by the Internal Revenue Service, Department of Labor or any other Government Entity, (iii) seeking a determination letter, private letter ruling or advisory opinion from the Internal Revenue Service or Department or Labor on behalf of any employee benefit plan or arrangement contemplated by this Agreement, and (iv) any filings that are required to be made or supplemented to the Internal Revenue Service, Pension Benefit Guaranty Corporation, Department of Labor or any other Government Entity; provided, however, that requests for cooperation must be reasonable and not interfere with daily business operations.

(b)Notwithstanding anything herein to the contrary, the Parties agree that they shall share all necessary data elements to administer the Tyco, Healthcare and Electronics equity plans described in Section 6.1 and Section 6.2 for up to a period not to exceed ten (10) years following the Distribution Date.  This data shall be made available in the formats that exist at the time of the distribution or in any other mutually agreeable format.  Data shall be transmitted to these administrators via a mutually agreeable method of data transmission.  Each Party also agrees to ensure that their plan administrator will make available all necessary data elements required now or in the future including but not limited to, exercise, lapse and tax data, in a timely fashion and to withhold appropriate taxes at the direction of the employer company of the individual for the time period covered under this provision..

(c)With respect to any employees on international assignment who are listed on Schedule 6.9(c) and who become either Healthcare Employees or Electronics Employees, (i) if such employees are repatriated to their home countries or initiate the process of repatriation prior to the Healthcare Distribution Date or the Electronics Distribution Date, as applicable, Tyco shall pay the costs of repatriation; and (ii) if such employees remain on international assignment through the Healthcare Distribution Date or the Electronics Distribution Date, as applicable, (A) Tyco shall pay the cost of assignment up to the Healthcare Distribution Date or the Electronics Distribution Date, as applicable (except that the tax obligation for the year of separation shall be prorated between Tyco and Healthcare or Electronics, as applicable, as set forth in Schedule 6.9(c)), and (B) any costs related to repatriation initiated at some future date shall be the responsibility of Healthcare or Electronics, as applicable.

(d)With respect to any employees listed on Schedule 6.1(d) subject to a retention agreement (and/or eligible for a lump sum salary adjustment payment), if such employee transfers to Healthcare or Electronics prior to the Healthcare Distribution Date

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or the Electronics Distribution Date, as applicable, and remains in employment with Healthcare or Electronics, as applicable, through any subsequent vesting date set forth in such retention agreements (or offer letter for a lump sum salary adjustment payment), Healthcare and Electronics, as applicable, shall recognize and assume such retention agreement (or offer letter) and be responsible for all costs (including without limitation any employment taxes) associated with such retention payments (and/or lump sum salary adjustment payment) and Tyco shall be relieved of any further liability thereunder.  The Parties hereby agree that financial statements for 2007 shall reflect that payments with respect to this paragraph (d) have been made between the Parties prior to the Distribution Date.

(e)The Parties shall share, or cause to be shared, all Information on participants in the Healthcare Plans, Electronics Plans and Tyco Retained Plans that is necessary and appropriate for the efficient and accurate administration of the Healthcare Plans, Electronics Plans and Tyco Retained Plans, including (but not limited to) Information reasonably necessary to timely respond to claims for benefits made by participants and Information on expenses incurred by Healthcare Plans and Electronics Plans prior to the Distribution Date so that Healthcare and Electronics may invoice and pay administrative expenses from their respective plan trusts as described in paragraph (g) below.  The Parties and their respective authorized agents shall, subject to applicable laws of confidentiality and data protection and transfer, be given reasonable and timely access to, and may make copies of, all Information relating to the subjects of this Article VI to the extent necessary or appropriate for such administration.  Each of the Parties agree, upon reasonable request, to provide financial, operational and other Information on each Healthcare Plan, Electronics Plan and Tyco Retained Plan, including (but not limited to) Information on a plan’s assets and liabilities, at a level of detail reasonably necessary and appropriate for the efficient and accurate administration of each of the Healthcare Plans, Electronics Plans and Tyco Retained Plans.  Notwithstanding the foregoing, if any such Information described in this Section 6.9(e) cannot be reasonably obtained without additional cost, the Parties shall agree to reimburse each of the other Parties for all additional third-party costs and such other reasonable costs of obtaining the Information.  To the extent that the Healthcare Health Plans, the Electronics Health Plans and the Tyco Health Plans share protected health Information (“PHI”), the Healthcare Health Plans, Electronics Health Plans and Tyco Health Plans hereby agree to enter into appropriate business associate agreements to cover the sharing of PHI, as required by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).

(f)Each of Healthcare and Electronics agrees to hold Tyco harmless with respect to any Liabilities related to actions taken to establish the Healthcare Plans and the Electronics Plans (and related third party administrative agreements) prior the Distribution Date.

(g)To the extent not covered elsewhere in this Agreement, with respect to expenses and costs incurred on behalf of a Healthcare Plan, Electronics Plan or Tyco Retained Plan: (i) Healthcare shall be responsible, through either direct payment or reimbursement to Tyco or Electronics, as applicable, for its allocable share of actual third party and/or vendor costs and expenses incurred by any member of the Healthcare Group

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or the Healthcare Plans, (ii) Electronics shall be responsible, through either direct payment or reimbursement to Tyco or Healthcare, as applicable, for its allocable share of actual third party and/or vendor costs and expenses incurred by any member of the Electronics Group or the Electronics Plans, and (iii) Tyco shall be responsible, through either direct payment or reimbursement to Healthcare or Electronics, as applicable, for its allocable share of actual third party and/or vendor costs and expenses incurred by any member of the Tyco Group or the Tyco Retained Plans.  An allocable share of any such costs and expenses will be determined in a manner consistent with the manner in which the allocable share of such costs and expenses was determined prior to the Distribution Date.  The Parties agree to pay for any third-party costs associated partially or entirely with their respective employee benefit plans associated with this Distribution following the Distribution Date.

(h)To the extent not covered elsewhere in this Agreement, with respect to all employee benefit plans, policies, programs, payroll practices, and arrangements maintained outside of the United States, the Parties agree that they shall reasonably cooperate and work together to facilitate any transfer of employee benefit plans, policies, programs, payroll practices, and arrangements as necessary and in accordance with applicable Law.

(i)With respect to multinational insurance pools that the Parties’ entities participate in, the respective multinational insurance pools will continue to maintain premium, claim and administrative charges for each participating Tyco, Electronics or Healthcare entity within each such pool until the end of the policy year following the Distribution Date.  At the end of such policy year, the multinational insurance pools shall be revised so that the Parties participate in separate pools (to the extent that a Party wishes to continue participating in an applicable pool).  In addition, in the policy year accounting to be completed at the end of such policy year, (a) if a Tyco, Electronics or Healthcare entity’s experience contributed a surplus to the overall pool experience, then that entity will be paid the appropriate dividend from the pool; (b) if a Tyco, Electronics or Healthcare entity’s experience created a deficit for the overall pool, then that entity will not receive a dividend, and such deficit will be carried forward to the successor pools established for that entity for subsequent policy years (or if no successor pool is established and any Party incurs any expense with respect to such deficit, then the Party responsible for such deficit shall promptly reimburse the Party incurring such expense.

(j)To the extent not covered elsewhere in this Agreement, it is the intention of the Parties to provide herein that Healthcare and Electronics shall be responsible for the management and administration of all of their respective employee benefit plans on and after the Distribution including, but not limited to, the adjudication of claims pending on the Distribution Date that were filed by Healthcare Employees, Former Healthcare Employees, Electronics Employees or Former Electronics Employees, as applicable, under a Tyco sponsored employee benefit plan.  It is also the intention of the Parties that if Healthcare’s plan administrator, Electronics’ plan administrator or any other authorized person or committee does not have at least a sixty (60) day period after the Distribution Date to respond to a claim, Tyco will respond to the claim and, if such response is not a final adjudication of the claim, immediately transfer administration of such claim to

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Healthcare or Electronics, as appropriate.  The Parties agree that they shall reasonably cooperate with each other and work together to facilitate the transfer of any documents, materials or information necessary or appropriate for the timely adjudication of any claim and to do so in a manner that is consistent with applicable law.

(k)To the extent not otherwise provided in this Agreement, the Parties agree that if an amount in the nature of a recovery (including without limitation, a litigation recovery, premium or other fee or cost rebate, or demutualization proceeds) becomes payable as the result of the maintenance of an employee benefit plan covered by this Agreement and such recovery is attributable to events that occurred prior to the Distribution, then (i) to the extent that the recovery is payable with respect to the maintenance or management of  the assets of a  pre-Distribution master trust or other trust (a “Pre-Distribution Trust”)  that was split into two or more trusts maintained by two or all three of the Parties as a result of the Distribution, such recovery will be allocated to the appropriate post-Distribution trusts in the same proportion as was applicable to the  Pre-Distribution Trust split; (ii) to the extent that the recovery is payable with respect to the maintenance or management of the assets of a Pre-Distribution Trust that was not split as a result of the Distribution, such recovery will be allocated solely to that trust and (iii) to the extent that a recovery is not covered by subclauses (i) or (ii) above, the Parties will reasonably cooperate with each other and, subject to any applicable fiduciary duties under ERISA or otherwise, determine a fair allocation of the recovery among the appropriate post-Distribution employee benefit plans, associated trusts and/or plan participants.

(l)To the extent not covered elsewhere in this Agreement, the Parties (and their Subsidiaries and Affiliates) are hereby authorized to implement the provisions of this Article VI, including by making appropriate adjustments to employee benefits provided for in this Agreement, provided such adjustments are intended for administrative or recordkeeping purposes to retain the value of benefits provided in accordance with the provisions of this Agreement.

Section 6.10Approval of Plans; Terms of Participation by Employees in Plans.

(a)Approval of Plans.  On or prior to the applicable Distribution Date, the Parties shall take all actions as may be necessary to approve the stock-based employee benefit plans of Healthcare or Electronics, as applicable, in order to satisfy the requirements of Rule 16b-3 under the Exchange Act and the applicable rules and regulations of the NYSE.

(b)Non-Duplication of Benefits.  The Healthcare Plans, Electronics Plans and Tyco Retained Plans shall not provide benefits that duplicate benefits provided to a participant by a corresponding Healthcare Plan, Electronics Plan, or Tyco Retained Plans.  The Parties shall agree on methods and procedures, including amending the respective plan documents, to prevent Healthcare Employees, Former Healthcare Employees, Electronics Employees, Former Electronics Employees, Tyco Employees and Former Tyco Employees from receiving duplicate benefits from the Healthcare Plans, Electronics Plans, and Tyco Retained Plans; provided, that nothing shall prevent Healthcare from

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unilaterally amending the Healthcare Plans to avoid such duplication, nothing shall prevent Electronics from unilaterally amending the Electronics Plans to avoid such duplication, and nothing shall prevent Tyco from unilaterally amending the Tyco Retained Plans to avoid such duplication.

(c)Service Credits under Plans.  Except as may be specified in Schedule 6.10(c), service with any member of the Tyco controlled group prior to the Distribution Date shall be credited under the Healthcare Plans, Electronics Plans and Tyco Retained Plans to the extent and for the express purposes set forth (including, as applicable and without limitation: eligibility, vesting, company match levels, subsidies, recognition of pre-existing credit and credit for amounts of co-pays, out-of-pocket maximums and deductibles, but not for benefit accrual purposes under pension plans) under the applicable Healthcare Plan, Electronics Plan or Tyco Retained Plan, except to the extent duplication of benefits would result; provided, however, that in the event an employee or former employee of one of the Parties (or its Subsidiaries or Affiliates) becomes employed by one of the other Parties (or its Subsidiaries or Affiliates) after December 31, 2007, such employee or former employee’s service with any member of the Tyco controlled group prior to the Distribution Date need not be credited by the new employer except to the extent required by Law.  Notwithstanding the foregoing, in the event of any conflict between this paragraph (c) and the terms of any Healthcare Plan, Electronics Plan or Tyco Retained Plan, the express terms of such plan shall govern.

(d)Plan Elections.  Except as may be specifically provided otherwise under this Agreement or applicable Law, all participant elections (including, without limitation, deferral elections, payment elections, beneficiary designations, qualified domestic relations orders, qualified medical child support orders and loan agreements) with respect to the participation of a Healthcare Employee, Former Healthcare Employee, Electronics Employee, Former Electronics Employee, Tyco Employee or Former Tyco Employee in a Tyco employee benefit arrangement shall be transferred to and be in full force and effect under the corresponding and applicable Healthcare Plan or Electronics Plan in accordance with the terms of each such applicable plan and to the extent permissible under such plan, until such elections are replaced or revoked by the employee who made such election.

(e)Amendment and Termination.  No provision in this Agreement shall prohibit the Parties, subsequent to the Distribution Date, from amending or terminating the employee benefit plans, policies and programs described herein in accordance with the provisions of such plans, policies and programs and applicable Law.

Section 6.11Tax Consequences.  For Tax purposes, the Parties agree that the treatment of all of the equity compensation and deferred compensation arrangements set forth in this Section 6 shall be treated in accordance with Section 6 of the Tax Sharing Agreement.

Section 6.12International Regulatory Compliance.  Tyco shall have the authority to adjust the treatment otherwise described in this Article VI in order to ensure compliance with the applicable laws or regulations of countries outside the United States or to preserve the tax benefits provided under local tax law or regulation prior the Distribution.

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ARTICLE VII

TYCO CONTINGENT ASSETS AND ASSUMED TYCO CONTINGENT LIABILITIES

Section 7.1Tyco Contingent Assets and Assumed Tyco Contingent Liabilities.

(a)Tyco Contingent Assets.  To the extent that a Party or any member of its Group receives from a third party any proceeds of any kind arising out of a Tyco Contingent Asset, to the extent necessary, such Party shall, or shall cause the applicable member of its Group to, promptly (but in no event later than thirty (30) days following receipt thereof, unless there is a good faith open question as to whether such proceeds are in fact Tyco Contingent Assets and the matter has been submitted for resolution pursuant to the terms of this Agreement, in which case, promptly following the final determination thereof) transfer such amounts to the other Parties pursuant to and in accordance with their respective Applicable Percentage.  Transfers under this Section 7.1(a) are subject to the relevant Parties’ agreement (I) as to the most cost efficient means of effecting such transfer and (II) to share any incremental costs arising as a result of such transfer; provided, that if the relevant Parties cannot agree on a means of effecting the transfer within thirty (30) days from the date that all relevant Parties have notice of the discovery of such proceeds, then the proceeds shall be immediately transferred.

(b)Assumed Tyco Contingent Liabilities.  Except as otherwise expressly set forth in this Article VII or the Tax Sharing Agreement (with respect to Taxes) and without limiting the indemnification provisions of Article VIII, Tyco, Healthcare and Electronics shall each be responsible for its portion of Specified Shared Expenses (allocated in accordance with Section 5.5) (in addition to, without duplication, each such Party’s Applicable Percentage of any Indemnifiable Losses in respect of any such Assumed Tyco Contingent Liabilities pursuant to and in accordance with the relevant provisions of Article VIII) related to or arising out of any Assumed Tyco Contingent Liability; provided, that so long as any such Party is still an Affiliate of Tyco, Tyco shall be responsible for such Party’s Applicable Percentage of any such Assumed Tyco Contingent Liability.  Any amounts owed in respect of any Assumed Tyco Contingent Liabilities (including reimbursement for the out-of-pocket costs and expenses of defending, managing or providing assistance to the Managing Party pursuant to Section 7.3(b) with respect to any Third Party Claim that is an Assumed Tyco Contingent Liability, which shall include any amounts with respect to a bond, prepayment or similar security or obligation required (or determined to be advisable by the Managing Party) to be posted by the Managing Party in respect of any claim) shall be remitted promptly after the Party entitled to such amount provides an invoice (including reasonable supporting Information with respect thereto) to the Party or Parties owing such amount and such costs and expenses shall be included in the calculation of the amount of the applicable Assumed Tyco Contingent Liability in determining the reimbursement obligations of the other Parties with respect thereto; provided however, in the event that an amount in excess of One Hundred Million Dollars ($100,000,000), is owed by the Parties to any third party or parties in lieu of remitting amounts directly to the Party providing the invoice the owing Party may remit the owed amount directly to the appropriate third party or parties or to a trust established by the invoicing Party for the benefit of the

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Parties each Party shall contribute its Applicable Percentage of such amount to a trust account for the benefit of the Parties.  In furtherance of the foregoing, the Managing Party (and the Party providing assistance to the Managing Party pursuant to Section 7.3(b)) shall be entitled to reimbursement by the other Parties (in an amount of one-third each) of any out-of-pocket costs and expenses (which shall include the costs of salaries and benefits of employees who are solely dedicated to the management or defense of such Assumed Tyco Contingent Liability or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as managing the Assumed Tyco Contingent Liability) related to or arising out of defending or managing any such Assumed Tyco Contingent Liability from Healthcare and Electronics, as applicable, from time to time when invoiced, in advance of a final determination or resolution of any Action related to an Assumed Tyco Contingent Liability.  For U.S.  federal income Tax purposes, the Parties shall treat the payment of Assumed Tyco Contingent Liabilities (and costs and expenses relating to Assumed Tyco Contingent Liabilities, as the case may be) as set forth in the Tax Sharing Agreement.  It shall not be a defense to any obligation by any Party to pay any amounts, whether pursuant to this Article VII or in respect of Indemnifiable Losses pursuant to Article VIII, in respect of any Assumed Tyco Contingent Liability that (i) such Party was not consulted in the defense or management thereof, (ii) that such Party’s views or opinions as to the conduct of such defense were not accepted or adopted, (iii) that such Party does not approve of the quality or manner of the defense thereof or (iv) that such Assumed Tyco Contingent Liability was incurred by reason of a settlement rather than by a judgment or other determination of Liability (even if, subject in each case to Sections 7.4 and 8.6(f), such settlement was effected without the consent or over the objection of such Party).

(c)The Parties hereby acknowledge the existence of a deposit of certain amounts (together with interest thereon, as applicable, the “Settlement Escrow Amount”) into one or more escrow accounts established prior to the date hereof with respect to the proposed settlement of certain Assumed Tyco Contingent liabilities (the “Settlement Escrow Accounts”).  The Parties hereby agree that the Managing Party will be a party to any escrow agreements relating to such Settlement Escrow Accounts.  The Parties further acknowledge that, in certain circumstances, pursuant to the settlement documentation and the escrow agreements relating to the Settlement Escrow Accounts, the Managing Party may receive all or a portion of the Settlement Escrow Amount as a disbursement from the Settlement Escrow Accounts (a “Settlement Disbursement”).  The Parties hereby agree (i) that the Managing Party shall be a party to the escrow agreements relating to the Settlement Escrow Accounts solely in its capacity as Managing Party for the benefit of each of Tyco, Healthcare and Electronics and (ii) if the Managing Party receives a Settlement Disbursement, such Settlement Disbursement shall (A) be deemed to have been received by the Managing Party on account of and for the benefit of Tyco, Healthcare and Electronics in accordance with their Applicable Percentages and (B) be further disbursed by the Managing Party to each of Tyco, Healthcare and Electronics in accordance with their Applicable Percentages.  Notwithstanding the foregoing, the Parties agree that any funds disbursed out of the “Litigation Notice and Administration Fund” to the Managing Party, which funds are separate and apart from the Settlement Escrow Funds, shall be further disbursed by the Managing Party to Tyco only and any such

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amounts so disbursed shall be credited to Tyco’s Applicable Percentage of the total amounts funded in connection with the settlement.

Section 7.2Management of Tyco Contingent Assets and Assumed Tyco Contingent Liabilities.

(a)For purposes of this Article VII, “Managing Party” shall initially mean Tyco; provided, however, that under certain circumstances another Party may become the Managing Party as may be otherwise agreed to in writing by the Parties.

(b)Except as provided in the Tax Sharing Agreement (with respect to management of Tax audits), the Managing Party shall, on behalf of the other Parties, have sole and exclusive authority to commence, prosecute, manage, control, conduct or defend (or assume the defense of) or otherwise determine all matters whatsoever (including, as applicable, litigation strategy and choice of legal counsel or other professionals) with respect to any Tyco Contingent Asset and, on behalf of the other Parties, any Action or Third Party Claim with respect to an Assumed Tyco Contingent Liability (including with respect to those Tyco Contingent Assets and Assumed Tyco Contingent Liabilities set forth on Schedules 1.1(14) and 1.1(200)).  The Managing Party shall use its best efforts to promptly notify the other Parties in the event that it commences an Action with respect to a Tyco Contingent Asset; provided, that the failure to provide such notice shall not give rise to any rights on the part of the other Parties against the Managing Party or affect any other provision of this Section 7.2.  So long as the Managing Party has assumed and is actively and diligently conducting the defense of any Assumed Tyco Contingent Liability in accordance with Section 7.2(b) above, the other Parties will not consent to the entry of any judgment or enter into any settlement with respect to the Assumed Tyco Contingent Liability without the prior written consent of the Managing Party (not to be delayed or withheld unreasonably).

(c)Each Party acknowledges that the Managing Party may elect not to pursue any Tyco Contingent Asset for any reason whatsoever (including a different assessment of the merits of any Action, claim or right than the other Parties or any business reasons that may be in the best interests of the Managing Party or a member of such Managing Party Group, without regard to the best interests of any member of the other Groups) and that no member of the Managing Party Group shall have any Liability to any Person (including any member of the other Parties’ Groups) as a result of any such determination.

(d)The Managing Party shall on a monthly basis, or if a material development occurs as soon as reasonably practicable thereafter, fully inform the other Parties of the status of and developments relating to any matter involving a Tyco Contingent Asset or Assumed Tyco Contingent Liability and provide copies of any material document, notices or other materials related to such matters.  Each Party shall cooperate fully with the Managing Party in its management of any of such Tyco Contingent Asset or Assumed Tyco Contingent Liability and shall take such actions in connection therewith that the Managing Party reasonably requests (including providing access to such Party’s Records and employees as set forth in Section 7.3).

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(e)None of Tyco, Healthcare or Electronics shall take, or permit any member of its respective Group to take, any action (including commencing any Action) or omit to take any action that may interfere with or that may adversely affect the rights and powers of the Managing Party pursuant to this Article VII.

(f)In the event of any dispute as to whether any Asset or Liability is a Tyco Contingent Asset and/or an Assumed Tyco Contingent Liability as set forth in Section 7.4(b), the Managing Party may, but shall not be obligated to, commence prosecution or other assertion of such claim or right pending resolution of such dispute.  In the event that the Managing Party commences any such prosecution or assertion and, upon resolution of the dispute (pursuant to Article X or otherwise), it is determined that such Asset or Liability is not a Tyco Contingent Asset or an Assumed Tyco Contingent Liability and that such Asset or Liability belongs to another Party, pursuant to the provisions of this Agreement or any Ancillary Agreement, the Managing Party shall have the right to cease the prosecution or assertion of such right or claim and the applicable Parties shall cooperate to transfer the control thereof to the applicable other Party.  In such event, the applicable other Party, shall promptly reimburse the Managing Party for all out-of-pocket costs and expenses incurred to such date in connection with the prosecution or assertion of such claim or right.

Section 7.3Access to Information; Certain Services; Expenses.

(a)Access to Information and Employees by the Managing Party.  Unless otherwise prohibited by Law or more specifically provided in the Tax Sharing Agreement with respect to Tax audits and access to information related thereto, in connection with the management and disposition of any Tyco Contingent Asset and/or any Assumed Tyco Contingent Liability, each of the Parties shall make readily available to and afford to the Managing Party and its authorized accountants, counsel and other designated representatives reasonable access, subject to appropriate restrictions for classified, privileged or confidential information, to the employees, properties, and Information of such Party and the members of such Party’s Group insofar as such access relates to the relevant Tyco Contingent Asset or Assumed Tyco Contingent Liability; it being understood by the Parties that such access as well as any services provided pursuant to Section 7.3(b) below may require a significant time commitment on the part of such Party’s employees and that any such commitment shall not otherwise limit any of the rights or obligations set forth in this Article VII; it also being understood that such access and such services provided shall not unreasonably interfere with any of such Party’s employees’ normal functions.  Nothing in this Section 7.3(a) shall require any Party to violate any agreement with any third party regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided, however, that in the event that a Party is required to disclose any such Information, such Party shall use commercially reasonable efforts to seek to obtain such third party’s written Consent to the disclosure of such Information.

(b)Certain Services.  Each of Tyco, Healthcare and Electronics shall make available to the others, upon reasonable written request, its and its Subsidiaries’ officers, directors, employees and agents to assist in the management (including, if applicable, as

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witnesses in any Action) of any Assumed Tyco Contingent Liabilities and Tyco Contingent Assets to the extent that such Persons may reasonably be required in connection with the prosecution, defense or day-to-day management of any Tyco Contingent Asset or Assumed Tyco Contingent Liability.  In respect of the foregoing, Schedules 1.1(14) and 1.1(200) set forth certain identified Assumed Tyco Contingent Liabilities and Tyco Contingent Assets, respectively, and identify (but does not limit) those employees and agents who shall assist the Managing Party in its management of the Assumed Tyco Contingent Liabilities and Tyco Contingent Assets.

(c)Costs and Expenses Relating to Access by the Managing Party.  Except as otherwise provided in any Ancillary Agreement, the provision of access and other services pursuant to this Section 7.3 shall be at no additional cost or expense of the Managing Party or any other Party (other than for (i) actual out-of-pocket costs and expenses which are pre-paid or allocated as set forth in Section 7.1 and (ii) costs incurred directly or indirectly by such Party affording such access and other services which shall be the responsibility of such Party), unless such costs and expenses are incurred by Tyco in connection with the provision of services and access due to its status as the remaining and legacy Business Entity (and not in its capacity as the parent company of the Tyco Retained Business), in which case such costs and expenses shall be treated as Assumed Contingent Liabilities (and shall be borne by the other Parties accordingly).

Section 7.4Notice Relating to Tyco Contingent Assets and Assumed Tyco Contingent Liabilities; Disputes.

(a)In the event that any Party or any Member of such Party’s Group or any of their respective Affiliates, becomes aware of (i) any Asset or Liability that may be a Tyco Contingent Asset or Assumed Tyco Contingent Liability, (ii) any matter or occurrence that has given or could give rise to an Assumed Tyco Contingent Liability or Tyco Contingent Asset or (iii) any matter reasonably relevant to the Managing Party’s ongoing or future management, prosecution, defense and/or administration of any Assumed Tyco Contingent Liability or Tyco Contingent Asset, such Party shall promptly (but in any event within thirty (30) days of becoming aware, unless, by its nature the subject matter of such notice would require earlier notice) notify each of the relevant Managing Party and the other Party of any such matter (setting forth in reasonable detail the subject matter thereof); provided, however, that the failure to provide such notice shall not release any Party from any of its obligations under this Article VII except and solely to the extent that any such Party shall have been actually prejudiced as a result of such failure.

(b)In the event that any Party disagrees whether a claim, obligation, Asset and/or Liability is a Tyco Contingent Asset or an Assumed Tyco Contingent Liability or whether such claim, obligation, Asset or Liability is an Asset or Liability allocated to one of the Parties pursuant to this Agreement or any Ancillary Agreement, then such matter shall be resolved pursuant to and in accordance with the dispute resolution provisions set forth in Article X.  In the event that such dispute results in arbitration, the costs and expenses of such arbitration shall be borne by the losing Party as set forth in Section 10.8.

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Section 7.5Cooperation with Governmental Entity.  If, in connection with any Tyco Contingent Asset or Assumed Tyco Contingent Liability, a Party is required by Law to respond to and/or cooperate with a Governmental Entity, such Party shall be entitled to cooperate and respond to such Governmental Entity after, to the extent practicable under the specific circumstances, consultation with the Managing Party of such Tyco Contingent Asset or Assumed Tyco Contingent Liability; provided, that to the extent such consultation was not practicable such Party shall promptly inform the Managing Party of such cooperation and/or response to the Governmental Entity and the subject matter thereof.  In the event that any Party is requested or required by any Governmental Entity in connection with any Tyco Contingent Asset or Assumed Tyco Contingent Liability pursuant to written or oral question or request for Information or documents in any legal or administrative proceeding, review, interrogatory, subpoena, investigation, demand, or similar process, such Party will notify the Managing Party promptly of the request or requirement and such Party’s response thereto.

Section 7.6Default.  In the event that one or more of the Parties defaults in any full or partial payment in respect of any Assumed Tyco Contingent Liability (as provided in this Article VII and in Article VIII), including the payment of the costs and expenses of the Managing Party, then each non-defaulting Party (including Tyco) shall be required to pay an equal portion of the amount in default; provided, however, that any such payment by a non-defaulting Party shall in no way release the defaulting Party from its obligations to pay its obligations in respect of such Assumed Tyco Contingent Liability (both for past and future obligations) and any non-defaulting Party may exercise any available legal remedies available against such defaulting Party; provided, further, that interest shall accrue on any such defaulted amounts at a rate per annum equal to the then applicable Prime Rate plus four percent (4%) (or the maximum legal rate, whichever is lower).  In connection with the foregoing, it is expressly understood that any defaulting Party’s share of the proceeds from any Tyco Contingent Asset may be used via a right of offset to satisfy, in whole or in part, the obligations of such defaulting Party; such rights of offset shall be applied in favor of the non-defaulting Party or Parties in proportion to the additional amounts paid by any such non-defaulting Party.

ARTICLE VIII

INDEMNIFICATION

Section 8.1Release of Pre-Distribution Claims.

(a)Except (i) as provided in Section 8.1(b), (ii) as may be otherwise expressly provided in this Agreement or any Ancillary Agreement and (iii) for any matter for which any Party is entitled to indemnification or contribution pursuant to this Article VIII, each Party, for itself and each member of its respective Group, their respective Affiliates and all Persons who at any time prior to the Relevant Time were directors, officers, agents or employees of any member of their Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, do hereby remise, release and forever discharge the other Parties and the other members of such other Parties’ Group, their respective Affiliates and all Persons who at any time prior to the Relevant Time were shareholders, directors, officers, agents or employees of any member of such other Parties (in their respective capacities as such), in

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each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Relevant Time, including in connection with the Plan of Separation and all other activities to implement the Distributions and any of the other transactions contemplated hereunder and under the Ancillary Agreements.

(b)Nothing contained in Section 8.1(a) and Section 2.4(a) shall impair or otherwise affect any right of any Party, and as applicable, a member of the Party’s Group to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings contemplated in this Agreement or any Ancillary Agreement to continue in effect after the Relevant Time.  In addition, nothing contained in Section 8.1(a) shall release any person from:

(i)any Liability Assumed, Transferred or allocated to a Party or a member of such Party’s Group pursuant to or contemplated by, or any other Liability of any member of such Group under, this Agreement or any Ancillary Agreement including (A) with respect to Tyco, any Tyco Retained Liability, (B) with respect to Healthcare, any Healthcare Liability and (C) with respect to Electronics, any Electronics Liability;

(ii)any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from or on behalf of a member of any other Group prior to the Relevant Time;

(iii)any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of another Group;

(iv)any Liability provided in or resulting from any other Contract or understanding that is entered into after the Relevant Time between any Party (and/or a member of such Party’s or Parties’ Group), on the one hand, and any other Party or Parties (and/or a member of such Party’s or Parties’ Group), on the other hand;

(v)any Liability with respect to an Assumed Tyco Contingent Liability pursuant to Article VII;

(vi)any Liability with respect to any Continuing Arrangements set forth on Schedule 1.1(27);

(vii)any Liability with respect to the insurance policies written by White Mountain Insurance Company and Mountainbran Limited; and

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(viii)any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article VIII and, if applicable, the appropriate provisions of the Ancillary Agreements.

In addition, nothing contained in Section 8.1(a) shall release Tyco from indemnifying any director, officer or employee of Healthcare and Electronics who was a director, officer or employee of Tyco or any of its Affiliates on or prior to the Relevant Time or the Final Separation Date, as the case may be, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then existing obligations.

(c)Each Party shall not, and shall not permit any member of its Group to make, any claim, demand or offset, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any other Party or any member of any other Party’s Group, or any other Person released pursuant to Section 8.1(a), with respect to any Liabilities released pursuant to Section 8.1(a).

(d)It is the intent of each Party, by virtue of the provisions of this Section 8.1, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Relevant Time, whether known or unknown, between or among any Party (and/or a member of such Party’s Group), on the one hand, and any other Party or Parties (and/or a member of such Party’s or parties’ Group), on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Relevant Time), except as specifically set forth in Sections 8.1(a) and 8.1(b).  At any time, at the reasonable request of any other Party, each Party shall cause each member of its respective Group and, to the extent practicable each other Person on whose behalf it released Liabilities pursuant to this Section 8.1 to execute and deliver releases reflecting the provisions hereof.

Section 8.2Indemnification by Tyco.  Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following (a) the Healthcare Distribution Date (with respect to the Healthcare Indemnitees) and (b) the Electronics Distribution Date (with respect to the Electronics Indemnitees), Tyco shall and shall cause the other members of the Tyco Group to indemnify, defend and hold harmless the Healthcare Indemnitees and the Electronics Indemnitees from and against any and all Indemnifiable Losses of the Healthcare Indemnitees and the Electronics Indemnitees, respectively, arising out of, by reason of or otherwise in connection with (i) the Tyco Retained Liabilities or alleged Tyco Retained Liabilities or (ii) any breach by Tyco of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

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Section 8.3Indemnification by Healthcare.  Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, Healthcare shall and shall cause the other members of the Healthcare Group to indemnify, defend and hold harmless the Tyco Indemnitees and the Electronics Indemnitees from and against any and all Indemnifiable Losses of the Tyco Indemnitees and the Electronics Indemnitees, respectively, arising out of, by reason of or otherwise in connection with (a) the Healthcare Liabilities or alleged Healthcare Liabilities or (b) any breach by Healthcare of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

Section 8.4Indemnification by Electronics.  Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, Electronics shall and shall cause the other members of the Electronics Group to indemnify, defend and hold harmless the Tyco Indemnitees and the Healthcare Indemnitees from and against any and all Indemnifiable Losses of the Tyco Indemnitees and the Healthcare Indemnitees, respectively, arising out of, by reason of or otherwise in connection with (a) the Electronics Liabilities or alleged Electronics Liabilities or (b) any breach by Electronics of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

Section 8.5Procedures for Indemnification.

(a)An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement (other than a Third Party Claim which shall be governed by Section 8.5(b)), within thirty (30) days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.

(b)Third Party Claims.  If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim.  If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third

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Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.  Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

(c)Other than in the case of (i) an Assumed Tyco Contingent Liability (the defense of which shall be assumed and controlled by the Managing Party as provided for in Article VII), (ii) indemnification pursuant to the Tax Sharing Agreement or (iii) indemnification by a beneficiary Party of a guarantor Party pursuant to Section 2.10(c) (the defense of which shall be assumed and controlled by the beneficiary Party), an Indemnifying Party shall assume and control the defense of any Third Party Claim, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, that is reasonably acceptable to the applicable Indemnitees, within thirty (30) days of the receipt of such notice from such Indemnitees.  In connection with the Indemnifying Party’s defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnitee(s), such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s Expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter; provided, further, that if (i) the Third Party Claim is not an Assumed Tyco Contingent Liability and (ii) the Indemnifying Party has assumed the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions to such defense, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party.

(d)Other than in the case of an Assumed Tyco Contingent Liability, if an Indemnifying Party fails for any reason to assume responsibility for defending a Third Party Claim within the time specified, such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party.  If the Indemnitee is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Indemnitee’s expense, all witnesses, pertinent Information, and material in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee.

(e)Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any Third Party Claim that is not an Assumed Tyco Contingent

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Liability (with any Assumed Tyco Contingent Liability handled in accordance with Article VII) without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

(f)In the case of a Third Party Claim (except for any Third Party Claim that is an Assumed Tyco Contingent Liability which, with respect to the subject matter of this Section 8.5(f), shall be governed by Section 7.4), no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third Party Claim without the consent of the Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee; it being understood that in the case of a Third Party Claim that is an Assumed Tyco Contingent Liability, such matters are addressed in Article VII.

(g)Absent fraud or willful misconduct by an Indemnifying Party, the indemnification provisions of this Article VIII shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article VIII against any Indemnifying Party.

Section 8.6Cooperation In Defense And Settlement.

(a)With respect to any Third Party Claim that is not an Assumed Tyco Contingent Liability and that implicates two or more Parties in a material fashion due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the applicable Parties agree to use best efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for both Parties the attorney-client privilege, joint defense or other privilege with respect thereto).  The Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims.

(b)Each of Tyco, Healthcare and Electronics agrees that at all times from and after the Effective Time, if an Action is commenced by a third party (or any member of such Party’s respective Group) with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use best efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Section 8.7Indemnification Payments.  Indemnification required by this Article VIII shall be made by periodic payments of the amount thereof in a timely fashion during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss or Liability incurred.

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Section 8.8Contribution.

(a)If the indemnification provided for in Sections 8.2(b)(ii), 8.3(b) and 8.4(b), including in respect of any Assumed Tyco Contingent Liability, is unavailable to, or insufficient to hold harmless an Indemnitee under this Agreement or any Ancillary Agreement in respect of any Liabilities referred to herein or therein, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnitee as a result of such Liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnitee in connection with the actions or omissions that resulted in Liabilities as well as any other relevant equitable considerations.  With respect to the foregoing, the relative fault of such Indemnifying Party and Indemnitee shall be determined by reference to, among other things, whether the misstatement or alleged misstatement of a material fact or omission or alleged omission to state a material fact relates to Information supplied by such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to Information and opportunity to correct or prevent such statement or omission.

(b)The Parties agree that it would not be just and equitable if contribution pursuant to this Section 8.8 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8.8(a).  The amount paid or payable by an Indemnitee as a result of the Liabilities referred to in Section 8.8(a) shall be deemed to include, subject to the limitations set forth above, any legal or other fees or expenses reasonably incurred by such Indemnitee in connection with investigating any claim or defending any Action.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 8.9Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(a)Any Indemnifiable Loss subject to indemnification or contribution pursuant to this Article VIII including, for the avoidance of doubt, in respect of any Assumed Tyco Contingent Liability, will be calculated (i) net of Insurance Proceeds that actually reduce the amount of the Indemnifiable Loss, (ii) net of any proceeds received by the Indemnitee from any third party for indemnification for such Liability that actually reduce the amount of the Indemnifiable Loss (“Third Party Proceeds”) and (iii) net of any Tax benefits actually realized in accordance with, and subject to, the principles set forth or referred to in the Tax Sharing Agreement, and increased in accordance with, and subject to, the principles set forth in the Tax Sharing Agreement.  Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article VIII to any Indemnitee pursuant to this Article VIII will be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of the related Indemnifiable Loss.  If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third Party Proceeds, then the Indemnitee will pay to the Indemnifying Party an amount equal

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to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

(b)The Parties acknowledge that the indemnification and contributions hereof do not relieve any insurer who would otherwise be obligated to pay any claim to pay such claim.  In furtherance of the foregoing, the Indemnitee shall use best efforts to seek to collect or recover any third-party Insurance Proceeds and any Third Party Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Indemnified Party is entitled in connection with any Indemnifiable Loss for which the Indemnified Party seeks contribution or indemnification pursuant to this Article VIII; provided, that the Indemnitee’s inability to collect or recover any such Insurance Proceeds or Third Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder.

Section 8.10Additional Matters; Survival of Indemnities.

(a)The indemnity and contribution agreements contained in this Article VIII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement.

(b)The rights and obligations of each Party and their respective Indemnitees under this Article VIII shall survive the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities.

(c)Each Party shall, and shall cause the members of its respective Group to, preserve and keep their Records relating to financial reporting, internal audit, employee benefits, past acquisition or disposition transactions, claims, demands, actions, and email files and backup tapes regarding any of the foregoing as such pertains to any period prior to the Separation Date in their possession, whether in electronic form or otherwise, until the latest of, as applicable (i) ten (10) years following the Separation Date or (ii) the date on which such Records are no longer required to be retained pursuant to such Party’s applicable record retention policy and schedules as in effect immediately prior to the Separation Date; provided, however, to the extent the Tax Sharing Agreement provides for a longer period of retention of Tax Records, such longer period as provided in the Tax Sharing Agreement shall control.

ARTICLE IX

CONFIDENTIALITY; ACCESS TO INFORMATION

Section 9.1Provision of Corporate Records.  Other than in circumstances in which indemnification is sought pursuant to Article VIII (in which event the provisions of such Article will govern) or for matters related to provision of Tax records (in which event the provisions of

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the Tax Sharing Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged or confidential information:

(a)After the applicable Relevant Time, upon the prior written request by Healthcare or Electronics for specific and identified Information which relates to (x) Healthcare or Electronics or the conduct of the Healthcare Business or Electronics Business, as the case may be, up to the applicable Distribution Date, or (y) any Ancillary Agreement to which Tyco and one or more of Healthcare and/or Electronics are parties, as applicable, Tyco shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Tyco or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.

(b)After the Healthcare Distribution Date, upon the prior written request by Tyco or Electronics for specific and identified Information which relates to (x) Tyco or Electronics or the conduct of the Tyco Retained Business or Electronics Business, as the case may be, up to the Healthcare Distribution Date, or (y) any Ancillary Agreement to which Healthcare and one or more of Tyco and/or Electronics are parties, as applicable, Healthcare shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Healthcare or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.

(c)After the Electronics Distribution Date, upon the prior written request by Tyco or Healthcare for specific and identified Information which relates to (x) Tyco or Healthcare or the conduct of the Tyco Retained Business or Healthcare Business, as the case may be, up to the Electronics Distribution Date, or (y) any Ancillary Agreement to which Electronics and one or more of Tyco and/or Healthcare are parties, as applicable, Electronics shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Electronics or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.

Section 9.2Access to Information.  Other than in circumstances in which indemnification is sought pursuant to Article VIII (in which event the provisions of such Article will govern) or for access with respect to Tax matters (in which event the provisions of the Tax Sharing Agreement will govern) and without limiting the applicable provisions of Article VII, from and after the applicable Relevant Time, each of Tyco, Healthcare and Electronics shall afford to the other and its authorized accountants, counsel and other designated representatives reasonable access during normal business hours, subject to appropriate restrictions for classified, privileged or confidential information, to the personnel, properties, and Information of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party and relates to (x) such other Party or the conduct of its business prior to the Relevant Time or (y) any

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Ancillary Agreement to which each of the Party requesting such access and the Party requested to grant such access are Parties.  Nothing in this Section 9.2 shall require any Party to violate any agreement with any third party regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided, however, that in the event that a Party is required to disclose any such Information, such Party shall use best efforts to seek to obtain such third party Consent to the disclosure of such Information.

Section 9.3Witness Services.  At all times from and after the Relevant Time, each of Tyco, Healthcare and Electronics shall use its best efforts to make available to the others, upon reasonable written request, its and its Subsidiaries’ officers, directors, employees, consultants and agents as witnesses to the extent that (i) such Persons may reasonably be required to testify in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved (except for claims, demands or Actions between members of each Group) and (ii) there is no conflict in the Action between the requesting Party and Tyco, Healthcare and Electronics, as applicable.  A Party providing a witness to the other Party under this Section shall be entitled to receive from the recipient of such services, upon the presentation of invoices therefor, payments for such amounts, relating to disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees who are witnesses or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as witnesses), as may be reasonably incurred and properly paid under applicable Law.

Section 9.4Reimbursement; Other Matters.  Except to the extent otherwise contemplated by this Agreement (including Section 7.3) or any Ancillary Agreement a Party providing Information or access to Information to the other Party under this Article IX shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses, as may be reasonably incurred in providing such Information or access to such Information.

Section 9.5Confidentiality.

(a)Notwithstanding any termination of this Agreement, for a period of five (5) years from the Effective Time the Parties shall hold, and shall cause each of their respective Subsidiaries to hold, and shall each cause their respective officers, employees, agents, consultants and advisors to hold, in strict confidence, and not to disclose or release or use, without the prior written consent of the other Party (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law), any and all Confidential Information (as defined herein) concerning any other Party; provided, that the Parties may disclose, or may permit disclosure of, Confidential Information (i) to their respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information and are informed of their obligation to hold such Information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if the Parties or any of their respective Subsidiaries are required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule, (iii) as required in connection with any legal or other proceeding by

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one Party against any other Party, or (iv) as necessary in order to permit a Party to prepare and disclose its financial statements, Tax Returns or other required disclosures.  Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, each Party, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which such Parties will cooperate in obtaining.  In the event that such appropriate protective order or other remedy is not obtained, the Party whose Confidential Information is required to be disclosed shall or shall cause the other applicable Party or Parties to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Information.

(b)Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information if they exercise the same degree of care (but no less than a reasonable degree of care) as they take to preserve confidentiality for their own similar Information and (ii) confidentiality obligations provided for in any agreement between each Party or its Subsidiaries and their respective employees shall remain in full force and effect.  Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by any other Party as of the Relevant Time may continue to be used by such Party in possession of the Confidential Information in and only in the operation of the Healthcare Business, the Electronics Business or the Tyco Retained Business, as the case may be; provided, that such use is not competitive in nature, and may be used only so long as the Confidential Information is maintained in confidence and not disclosed in violation of Section 9.5(a).  Such continued right to use may not be transferred (directly or indirectly) to any third party without the prior written consent of the applicable Party, except pursuant to Section 12.9.

(c)Each of the Parties acknowledges that it and the other members of their respective Groups may have in their possession confidential or proprietary Information of third parties that was received under confidentiality or non-disclosure agreements with such third party while part of the Tyco Group.  Each of the Parties will hold, and will cause the other members of their respective Groups and their respective representatives to hold, in strict confidence the confidential and proprietary Information of third parties to which they or any other member of their respective Groups has access, in accordance with the terms of any agreements entered into prior to the Relevant Time between one or more members of the Tyco Group (whether acting through, on behalf of, or in connection with, the separated Businesses) and such third parties.

Section 9.6Privileged Matters.

(a)Pre-Separation Services.  The Parties recognize that legal and other professional services that have been and will be provided prior to the Relevant Time have been and will be rendered for the collective benefit of each of the members of

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the Tyco Group, the Healthcare Group and the Electronics Group, and that each of the members of the Tyco Group, the Healthcare Group and the Electronics Group should be deemed to be the client with respect to such pre-separation services for the purposes of asserting all privileges which may be asserted under applicable Law.

(b)Post-Separation Services.  The Parties recognize that legal and other professional services will be provided following the Relevant Time which will be rendered solely for the benefit of Tyco, Healthcare or Electronics, as the case may be.  With respect to such post-separation services, the Parties agrees as follows:

(i)Tyco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Tyco Retained Business, whether or not the privileged Information is in the possession of or under the control of Tyco, Healthcare or Electronics.  Tyco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Tyco Retained Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Tyco, whether or not the privileged Information is in the possession of or under the control of Tyco, Healthcare or Electronics;

(ii)Healthcare shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Healthcare Business, whether or not the privileged Information is in the possession of or under the control of Tyco, Healthcare or Electronics.  Healthcare shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Healthcare Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Healthcare, whether or not the privileged Information is in the possession of or under the control of Tyco, Healthcare or Electronics;

(iii)Electronics shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Electronics Business, whether or not the privileged Information is in the possession of or under the control of Tyco, Healthcare or Electronics.  Electronics shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Electronics Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Electronics, whether or not the privileged Information is in the possession of or under the control of Tyco, Healthcare or Electronics.

(c)The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 9.6, with respect to all privileges not allocated pursuant to the terms of Sections 9.6(b).  All privileges relating to any claims, proceedings, litigation, disputes, or other matters which involve two or more of Tyco, Healthcare or Electronics in respect of which two or more of such Parties retain

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any responsibility or Liability under this Agreement, shall be subject to a shared privilege among them.

(d)No Party may waive any privilege which could be asserted under any applicable Law, and in which any other Party has a shared privilege, without the consent of the other Party, which shall not be unreasonably withheld or delayed or as provided in subsections (e) or (f) below.  Consent shall be in writing, or shall be deemed to be granted unless written objection is made within twenty (20) days after notice upon the other Party requesting such consent.

(e)In the event of any litigation or dispute between or among any of the Parties, or any members of their respective Groups, either such Party may waive a privilege in which the other Party or member of such Group has a shared privilege, without obtaining the consent of the other Party; provided, that such waiver of a shared privilege shall be effective only as to the use of Information with respect to the litigation or dispute between the relevant Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared privilege with respect to third parties.

(f)If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Parties, and shall not unreasonably withhold consent to any request for waiver by another Party.  Each Party specifically agrees that it will not withhold consent to waiver for any purpose except to protect its own legitimate interests.

(g)Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of Information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries’ current or former directors, officers, agents or employees have received any subpoena, discovery or other requests which arguably calls for the production or disclosure of such privileged Information, such Party shall promptly notify the other Party or Parties of the existence of the request and shall provide the other Party or Parties a reasonable opportunity to review the Information and to assert any rights it or they may have under this Section 9.6 or otherwise to prevent the production or disclosure of such privileged Information.

(h)The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Tyco, Healthcare or Electronics as set forth in Sections 9.5 and 9.6, to maintain the confidentiality of privileged Information and to assert and maintain all applicable privileges.  The access to Information being granted pursuant to Sections 7.3, 8.6, 9.1 and 9.2 hereof, the agreement to provide witnesses and individuals pursuant to Sections 7.3, 8.6 and 9.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Sections 7.5 and 8.6 hereof, and the transfer of privileged Information between and among the Parties and their respective Subsidiaries

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pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

(i)Notwithstanding any provision to the contrary in this Section 9.6, the Audit Management Party (as defined in the Tax Sharing Agreement) shall have the authority to disclose or not disclose, in its sole discretion, any and all privileged Information to (i) any Taxing Authority (as defined in the Tax Sharing Agreement) conducting a Tax Audit (as defined in the Tax Sharing Agreement) or (ii) to third parties in connection with connection with the defense of a Tax Audit, including, expert witnesses, accountants and other advisors, potential witnesses and other parties whose assistance is deemed, in the sole discretion of the Audit Management Party, to be necessary or beneficial to representing the interests of the Parties hereunder.

Section 9.7Ownership of Information.  Any Information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this Article IX shall be deemed to remain the property of the providing Party.  Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

Section 9.8Other Agreements.  The rights and obligations granted under this Article IX are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in any Ancillary Agreement.

ARTICLE X

DISPUTE RESOLUTION

Section 10.1Negotiation.  In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the transactions contemplated hereby, including any claim based on contract, tort, statute or constitution (but excluding any controversy, dispute or claim arising out of any Contract relating to the use or lease of real property if any third party is a necessary party to such controversy, dispute or claim) (collectively, “Agreement Disputes”), the general counsels of the relevant Parties and/or such other executive officer designated by the relevant Party shall negotiate for a reasonable period of time to settle such Agreement Dispute; provided, that such reasonable period shall not, unless otherwise agreed by the relevant Parties in writing, exceed forty-five (45) days from the time of receipt by a Party of written notice of such Agreement Dispute (“Dispute Notice”); provided, further, that in the event of any arbitration in accordance with Section 10.3 hereof, the relevant Parties shall not assert the defenses of statute of limitations and laches arising during the period beginning after the date of receipt of the Dispute Notice, and any contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Agreement Dispute relates occurring after the Dispute Notice is received shall not be deemed to have passed until such Agreement Dispute has been resolved.

Section 10.2Mediation.  If, within forty-five (45) days after receipt by a Party of a Dispute Notice, the Parties have not succeeded in negotiating a resolution of the Agreement

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Dispute, the Parties agree to submit the Agreement Dispute at the earliest possible date to mediation conducted in accordance with the Commercial Mediation Rules of the American Arbitration Association (“AAA”), and to bear equally the costs of the mediation; provided, however, that each Party shall bear its own costs in connection with such mediation.. The parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) days or such longer period as they may mutually agree following the initial mediation session (the “Mediation Period”).

Section 10.3Arbitration.  Subject to Section 10.9, if the Agreement Dispute has not been resolved for any reason after the Mediation Period, such Agreement Dispute shall be determined, at the request of any relevant Party, by arbitration conducted in New York City, before and in accordance with the then-existing Commercial Arbitration Rules of the AAA, except as modified herein (the “Rules”).  There shall be three arbitrators.  If there are only two Parties to the arbitration, each Party shall appoint one arbitrator within twenty (20) days of receipt by respondent of a copy of the demand for arbitration.  The two party-appointed arbitrators shall have twenty (20) days from the appointment of the second arbitrator to agree on a third arbitrator who shall chair the arbitral tribunal.  If there are three Parties to the arbitration, such Parties shall each appoint one arbitrator within twenty (20) days of receipt by respondent of a copy of the demand for arbitration.  Any arbitrator not timely appointed by the Parties under this Section 10.3 shall be appointed by the AAA in accordance with the listing, ranking and striking method in the Rules, and in any such procedure, each Party shall be given a limited number of strikes, excluding strikes for cause.  Any controversy concerning whether an Agreement Dispute is an arbitrable Agreement Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation of enforceability of this Article X shall be determined by the arbitrators.  In resolving any Agreement Dispute, the Parties intend that the arbitrators shall apply the substantive Laws of the State of New York, without regard to any choice of law principles thereof that would mandate the application of the laws of another jurisdiction.  The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the arbitrators shall be final and binding on the Parties.  The Parties agree to comply and cause the members of their applicable Group to comply with any award made in any such arbitration proceedings and agree to enforcement of or entry of judgment upon such award, in any court of competent jurisdiction, including (a) the Supreme Court of the State of New York, New York County, or (b) the United States District Court for the Southern District of New York.  The arbitrators shall be entitled, if appropriate, to award any remedy in such proceedings, including monetary damages in accordance with Section 10.4, specific performance and all other forms of legal and equitable relief; provided, however, the arbitrators shall not be entitled to award punitive, exemplary, treble or any other form of non-compensatory damages unless in connection with indemnification for a Third Party Claim (and in such a case, only to the extent awarded in such Third Party Claim).

Section 10.4Arbitration with Respect to Monetary Damages.  Subject to Section 10.9, in the event the Agreement Dispute involves (a) valuation of a liability under (i) this Agreement, (ii) any Ancillary Agreement or (iii) any other agreement entered into by the Parties pursuant to this Agreement or any Ancillary Agreement, (b) an amount in controversy in an Agreement Dispute or (c) an amount of damages following a determination of liability, the arbitration shall proceed in the following manner: Each Party shall submit to the arbitrators and exchange with

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each other, on a schedule to be determined by the arbitrators, a proposed valuation, amount or damages, as the case may be, together with a statement, including all supporting documents or other evidence upon which it relies, setting forth such party’s explanation as to why its proposal is reasonable and appropriate. The arbitrators, within fifteen (15) days of receiving such proposals and supporting documents, shall choose between the proposals and shall be limited to awarding only one of the proposals submitted.

Section 10.5Arbitration Period.  Any arbitration proceeding shall be concluded in a maximum of six (6) months from the commencement of the arbitration. The parties involved in the proceeding may agree in writing to extend the arbitration period if necessary to appropriately resolve the Agreement Dispute.

Section 10.6Treatment of Negotiations, Mediation and Arbitration.  Without limiting the provisions of the Rules, unless otherwise agreed in writing by or among the relevant Parties or permitted by this Agreement, the relevant Parties shall keep, and shall cause the members of their applicable Group to keep, confidential all matters relating to and any negotiation, mediation, conference, arbitration, discussion or arbitration award pursuant to this Article X shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules; provided, that such matters may be disclosed (i) to the extent reasonably necessary in any proceeding brought to enforce the award or for entry of a judgment upon the award and (ii) to the extent otherwise required by Law or stock exchange.  Nothing said or disclosed, nor any document produced, in the course of any negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration.  Nothing contained herein is intended to or shall be construed to prevent any Party, from applying to any court of competent jurisdiction for interim measures or other provisional relief in connection with the subject matter of any Agreement Disputes.  Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any Party to respect the arbitral tribunal’s orders to that effect.

Section 10.7Continuity of Service and Performance.  Unless otherwise agreed in writing, the Parties will continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Article X with respect to all matters not subject to such dispute resolution.

Section 10.8Consolidation.  The arbitrators may consolidate an arbitration under this Agreement with any arbitration arising under or relating to the Ancillary Agreements or any other agreement between the parties entered into pursuant hereto, as the case may be, if the subject of the Agreement Disputes thereunder arise out of or relate essentially to the same set of facts or transactions.  Such consolidated arbitration shall be determined by the arbitrator appointed for the arbitration proceeding that was commenced first in time.

Section 10.9Exception to Arbitration.  Notwithstanding anything in this Article X to the contrary, in the event that the matters described on Schedule 10.9 have been fully and finally completed, including the exhaustion of all appeals, if the Agreement Dispute has not been

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resolved for any reason after the Mediation Period, such Agreement Dispute may be subject to litigation in accordance with Sections 12.19 and 12.21.

ARTICLE XI

INSURANCE

Section 11.1Policies and Rights Included Within Assets.

(a)The Healthcare Assets shall include (i) any and all rights of an insured Party under each of the Healthcare Shared Policies, subject to the terms of such Healthcare Shared Policies and any limitations or obligations of Healthcare contemplated by this Article XI, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all actual or alleged wrongful acts, occurrences, events, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date by any Party in or in connection with the conduct of the Healthcare Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date or, to the extent any claim is made against Healthcare or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Electronics Business prior to the Healthcare Distribution Date, and which actual or alleged wrongful acts, occurrences, events, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence or wrongful act under one or more of such Healthcare Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Healthcare Shared Policies, or any of them, to Healthcare, and (ii) the Healthcare Policies.  With regard to the Healthcare Assets as respects products liability, nothing in this Agreement is intend to provide coverage for alleged wrongful acts, occurrences, events, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, prior to the Healthcare Distribution Date and are covered under a Claims Made Policy Form, that were not reported to Tyco prior to the Healthcare Distribution Date.

(b)The Electronics Assets shall include (i) any and all rights of an insured Party under each of the Electronics Shared Policies, subject to the terms of such Electronics Shared Policies and any limitations or obligations of Electronics contemplated by this Article XI, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all actual or alleged wrongful acts, occurrences, events, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, prior to the Electronics Distribution Date by any Party in or in connection with the conduct of the Electronics Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date or, to the extent any claim is made against Electronics or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Healthcare Business, and which actual or alleged wrongful acts, occurrences, events, claims, suits, actions, proceedings, injuries, losses,

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liabilities, damages and expenses may arise out of an insured or insurable occurrence or wrongful act under one or more of such Electronics Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Shared Policies, or any of them, to Electronics, and (ii) the Electronics Policies.

Section 11.2Claims Made Tail Policies.  The claims made tail policies provided for in this Section 11.2 will solely provide coverage for any Claim arising from any Wrongful Act occurring, in whole or in part, prior to the Final Separation Date.  For purposes of this Section 11.2, “Claim” and “Wrongful Act” shall have the respective meanings given to such terms in the current Tyco International Ltd., D&O, Fiduciary and Employment Practices Liability Insurance Policies, as applicable.

(a)Subject to prevailing market conditions and underwriting, Tyco shall purchase Directors and Officers Liability Insurance Policies having total limits of $250 million, consisting of $250 million of non- rescindable Side A coverage and $200 million of Side B coverage and having a policy period incepting on the Final Separation Date, or the expiration date of the current Tyco Directors and Officers liability insurance Policies, whichever date is earlier, and ending on a date that is six years after the Final Separation Date (“D&O Tail Policies”).  The premium for the D&O Tail Policies shall be pre-paid for the full six-year term of the D&O Tail Policies.  Such D&O Tail Policies shall cover Tyco, Healthcare and Electronics and the insured persons thereof and shall have material terms and conditions no less favorable than those contained in the Policies comprising the Tyco Directors and Officers liability insurance program incepting on March 15, 2006, except for the policy period, premium and provisions excluding coverage for wrongful acts, errors or omissions, post-dating the Final Separation Date.  Tyco (i) shall provide Healthcare and Electronics with copies of the D&O Tail Policies within a reasonable time after the Policies are issued and (ii) shall not amend the terms or, nor cancel or permit cancellation of, any such Policies without ninety (90) days prior written notice to Healthcare and Electronics.

(b)Subject to prevailing market conditions and underwriting, Tyco shall purchase Fiduciary Liability Insurance Policies having total limits of $100 million and having a policy period incepting on the Final Separation Date, or the expiration date of the current Tyco fiduciary liability insurance Policies, whichever date is earlier, and ending on a date that is six years after the Final Separation Date (“Fiduciary Tail Policies”).  The premium for the Fiduciary Tail Policies shall be pre-paid for the full six-year term of the Fiduciary Tail Policies.  Such Fiduciary Tail Policies shall cover Tyco, Healthcare and Electronics and the insured persons thereof and shall have material terms and conditions no less favorable than those contained in the Policies comprising the Tyco fiduciary liability insurance program incepting on July 15, 2006, except for the policy period, premium and provisions excluding coverage for wrongful acts, errors and omissions, post-dating the Final Separation Date.  Tyco (i) shall provide Healthcare and Electronics with copies of the Fiduciary Tail Policies within a reasonable time after the Policies are issued and (ii) shall not amend the terms or, nor cancel or permit cancellation of, any such Policies without ninety (90) days prior written notice to Healthcare and Electronics.

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(c)Subject to prevailing market conditions and underwriting, Tyco shall purchase Employment Practices Liability Insurance Policies having total limits of $50 million of coverage and having a policy period incepting on the Final Separation Date, or the expiration date of the current Tyco Employment Practice liability insurance Policies, whichever date is earlier, and ending on a date that is six years after the Final Separation Date (“EPL Tail Policies”).  The premium for the EPL Tail Policies shall be pre-paid for the full six-year term of the EPL Tail Policies.  Such EPL Tail Policies shall cover Tyco, Healthcare and Electronics and the insured persons thereof and shall have material terms and conditions no less favorable than those contained in the Policies comprising the Tyco Employment Practices liability insurance program incepting on November 30, 2006, except for the policy period, premium and provisions excluding coverage for wrongful acts, errors and omissions, post-dating the Final Separation Date.  Tyco (i) shall provide Healthcare and Electronics with copies of the EPL Tail Policies within a reasonable time after the Policies are issued and (ii) shall not amend the terms or, nor cancel or permit cancellation of, any such Policies without ninety (90) days prior written notice to Healthcare and Electronics.

(d)Subject to prevailing market conditions and underwriting, to the extent that Tyco is unable prior to the Final Separation Date to obtain any of the policies as provided for in paragraphs (a), (b) and (c) of this Section 11.2, then, with respect to suits or claims based on wrongful acts, errors or omissions on or before the Final Separation Date, Tyco shall use best efforts to secure alternative insurance arrangements on the applicable standalone insurance policies for Healthcare and Electronics to provide benefits on terms and conditions (including policy limits) in favor of Healthcare, Electronics and the insured persons thereof no less favorable than the benefits (including policy limits) that were to be afforded by the policies described in paragraphs (a), (b) and (c) of this Section 11.2.  With respect to such alternative insurance arrangements, Tyco, Healthcare and Electronics shall be responsible for their own costs under their applicable standalone insurance policies.  Tyco shall not under any circumstances purchase any such alternative coverage containing an exclusion for suits or claims based on wrongful acts, errors or omissions up to and including the Final Separation Date to the extent such exclusion would preclude coverage for Healthcare and Electronics and/or the insured persons thereof, but would not preclude coverage for Tyco and/or the insured persons thereof.

Section 11.3Occurrence Based Policies.

(a)With respect to the Tyco Shared Policies of workers’ compensation, automobile liability and general liability insurance, for suits or claims that are filed or made either before or after the Final Separation Date, with respect to occurrences which took place, in whole or in part, prior to the respective Distribution Dates and for which White Mountain Insurance Company funds claim payments and claim adjustment expenses, Healthcare and Electronics shall collectively pay White Mountain Insurance Company a one-time separation payment representing their proportional share of Unallocated claim Adjustment Expense equal to 8% of the Ultimate Retained Loss & ALAE estimated at Distribution Date(s).  Reimbursement by Tyco Healthcare and Electronics will be due upon demand by White Mountain Insurance Company.

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Notwithstanding the foregoing, the terms of that certain Agreement by and between Tyco, Healthcare and Electronics, on the one hand, and White Mountain Insurance Company and Mountainbran Ltd., on the other, dated as of June 29, 2007, which describes, among other things, (i) how claims and suits under the Tyco Shared Policies will be administered, paid, accounted for, and the level of input each Party will have in claim settlements, (ii) access to Shared Policies claim data, (iii) access to Tyco Shared Policies Limit Aggregate Erosion reports, (iv) Large Loss Notification to each Party, (v) dispute resolution and (vi) Umbrella and Excess claims handling, are incorporated hereby by reference.

(b)With respect to all other occurrence based Tyco Shared Occurrence Policies, for suits or claims that are filed or made based upon occurrences that occurred or are alleged to have occurred in whole or in part prior to the respective Distribution Dates, Tyco Healthcare and Electronics, shall be responsible for bearing the full amount of the deductible and/or any claims, costs and expenses that are not covered under such insurance policies including that portion of any premium adjustments, tax, assessment or similar regulatory surcharges, that relates to claims based on occurrences that predate the respective Distribution Dates.

Section 11.4Administration; Other Matters.

(a)Administration.  Except as otherwise provided in Section 11.3 hereof, from and after the Effective Time, Tyco shall be responsible for (i) Insurance Administration of the Shared Policies and (ii) Claims Administration under such Shared Policies with respect to Assumed Tyco Contingent Liabilities, Tyco Retained Liabilities, Healthcare Liabilities and Electronics Liabilities; provided, that the retention of such responsibilities by Tyco is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Policies as contemplated by the terms of this Agreement and; provided, further, that Tyco’s retention of the administrative responsibilities for the Shared Policies shall not relieve the Party submitting any Insured Claim of the primary responsibility for reporting such Insured Claim accurately, completely and in a timely manner or of such Party’s authority to settle any such Insured Claim within any period or amount permitted or required by the relevant Policy.  Tyco may discharge its administrative responsibilities under this Section 11.4 by contracting for the provision of services by independent parties.  Each of the applicable Parties shall pay any costs relating to defending its respective Insured Claims under Shared Policies to the extent such costs including defense, out-of-pocket expenses, and direct and indirect costs of employees or agents of Tyco related to Claims Administration and Insurance Administration are not covered under such Policies.  Each of the Parties shall be responsible for obtaining or reviewing the appropriateness of releases upon settlement of its respective Insured Claims under Shared Policies.

(b)Exceeding Policy Limits.  Where Healthcare Liabilities and/or Electronics Liabilities, as applicable, are specifically covered under the same Shared Policy for occurrences, acts or events prior to the earlier of the Healthcare Distribution Date or the Electronics Distribution Date, regardless of whether the suit or claim is filed or made after the earlier of the Healthcare Distribution Date or the Electronics Distribution Date,

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then Healthcare and Electronics, or both, as the case may be, may claim coverage for Insured Claims under such Shared Policy as and to the extent that such insurance is available up to the full extent of the applicable limits of liability of such Shared Policy (and may receive any Insurance Proceeds with respect thereto as contemplated by Section 11.2, Section 11.3 or Section 11.4(c) hereof), subject to the terms of this Section 11.4.  Except as set forth in this Section 11.4, Tyco, Healthcare and Electronics shall not be liable to one another for claims not reimbursed by insurers for any reason not within the control of Tyco, Healthcare or Electronics, as the case may be, including coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by Tyco, Healthcare or Electronics or any defect in such claim or its processing.  It is expressly understood that the foregoing shall not limit any Party’s liability to any other Party for indemnification pursuant to Article VIII.

(c)Allocation of Insurance Proceeds.  Except as otherwise provided in Section 11.3, Insurance Proceeds received with respect to suits, occurrences, claims, costs and expenses covered under the Shared Policies shall be paid to Tyco with respect to Tyco Retained Liabilities, to Healthcare with respect to Healthcare Liabilities, and to Electronics with respect to Electronics Liabilities.  In the event that the aggregate limits on any Shared Policies are exhausted by the payment of Insured Claims by the relevant Parties, such Parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total insured claim or claims which were covered under such Shared Policy (their “allocable portion of Insurance Proceeds”), and any Party who has received Insurance Proceeds in excess of such Party’s allocable portion of Insurance Proceeds shall pay to the other Party or Parties the appropriate amount so that each Party will have received its allocable portion of Insurance Proceeds.  Each of the Parties agrees to use best efforts to maximize available coverage under those Shared Policies applicable to it for the benefit of all Parties, and to take all commercially reasonable steps to recover from all other responsible parties (except the Parties) in respect of an Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim.

(d)Allocation of Aggregate Deductibles.  In the event that two or more Parties have insured claims under any Shared Policy for which an aggregate deductible is payable, the Parties agree that the aggregate amount of the total deductible paid shall be borne by the Parties in the same proportion which the Insurance Proceeds received by each such Party bears to the total Insurance Proceeds received under the applicable Shared Policy (their “allocable share of the deductible”), and any Party who has paid more than its allocable share of the deductible shall be entitled to receive from any other Party or Parties an appropriate amount such that each Party will only have to bear its allocable share of the deductible.

Section 11.5Agreement for Waiver of Conflict and Shared Defense.  In the event that Insured Claims of more than one of the Parties exist relating to the same occurrence, the relevant Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense.  Nothing in this Article XI shall be construed to limit or otherwise alter in any way the

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obligations of the Parties to this Agreement, including those created by this Agreement, by operation of Law or otherwise.

Section 11.6Cooperation.  The Parties agree to use their best efforts to cooperate with respect to the various insurance matters contemplated by this Agreement.

Section 11.7Certain Matters Relating to Tyco’s Organizational Documents.  For a period of six (6) years from the Final Separation Date, the Amended and Restated Certificate of Incorporation and Amended and Restated Bye-laws of Tyco shall contain provisions no less favorable with respect to indemnification than are set forth in the Amended and Restated Certificate of Incorporation and Amended and Restated Bye-laws of Tyco immediately after the Effective Time, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Final Separation Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Relevant Time, were directors, officers, employees, fiduciaries or agents of any member of the Tyco Group or the Healthcare Group, the Electronics Group, unless such modification shall be required by Law and then only to the minimum extent required by Law.

ARTICLE XII

MISCELLANEOUS

Section 12.1Complete Agreement; Construction.  This Agreement, including the Exhibits and Schedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter.  In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail.  In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement or Continuing Arrangement, such Ancillary Agreement or Continuing Arrangement shall control; provided, that with respect to any Conveyancing and Assumption Instrument, this Agreement shall control unless specifically stated otherwise in such Conveyancing and Assumption Instrument.  Except as expressly set forth in this Agreement or any Ancillary Agreement:  (a) all matters relating to Taxes and Tax Returns of the Parties and their respective Subsidiaries shall be governed exclusively by the Tax Sharing Agreement; and (b) for the avoidance of doubt, in the event of any conflict between this Agreement or any Ancillary Agreement, on the one hand, and the Tax Sharing Agreement, on the other hand, with respect to such matters, the terms and conditions of the Tax Sharing Agreement shall govern.

Section 12.2Ancillary Agreements.  This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

Section 12.3Counterparts.  This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties.

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Section 12.4Survival of Agreements.  Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement and each Ancillary Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 12.5Expenses.  Except as otherwise provided (i) in this Agreement (including with respect to Specified Shared Expenses, responsibility for which is allocated pursuant to Section 5.5, or (ii) in any Ancillary Agreement, the Parties agree that all out-of-pocket fees and expenses incurred, or to be incurred and directly related to the Plan of Separation and transactions contemplated hereby (including third party professional fees, fees and expenses incurred in connection with the execution and delivery of this Agreement, such other third party fees and expenses incurred on a non-recurring basis directly as result of the Plan of Separation and such expenses set forth on Schedule 12.5) (collectively, “Separation Expenses”) shall (A) to the extent incurred and payable prior to the Final Separation Date be paid by Tyco and (B) to the extent any such Separation Expenses arise and are payable by any Party following the Final Separation Date be paid by such Party.  Notwithstanding the foregoing, each Party shall be responsible for its own internal fees (and reimburse any other Party to the extent such Party has paid such costs and expenses on behalf of the responsible Party), costs and expenses (e.g., salaries of personnel working in its respective Business) incurred in connection with the Plan of Separation, any costs and expenses relating to such Party’s (or any member of its Group’s) Disclosure Documents in connection with the Plan of Separation (including, printing, mailing and filing fees) or any costs and expenses incurred with the listing of such Party’s common stock on the NYSE in connection with any Distribution.

Section 12.6Notices.  All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 12.6):

To Tyco:

Tyco International Ltd.
c/o Tyco International (US) Inc.
9 Roszel Road
Princeton, New Jersey 08540
Attn: General Counsel
Facsimile: (609) 720-4208

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To Healthcare:

Covidien Ltd.
15 Hampshire Street
Mansfield, Massachusetts  02048
Attn:  General Counsel
Facsimile: (508) 261-8544

To Electronics:

Tyco Electronics Ltd.
1050 Westlakes Drive
Berwyn, Pennsylvania
Attn:  General Counsel
Facsimile: (610) 893-9646

Section 12.7Waivers and Consents.  The failure of any Party to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.  Any consent required or permitted to be given by any Party to the other Parties under this Agreement shall be in writing and signed by the Party giving such consent.

Section 12.8Amendments.  Subject to the terms of Section 12.11 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by a duly authorized representative of each of the Parties.

Section 12.9Assignment.  Except as otherwise provided for in this Agreement, this Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Parties, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided, that a Party may assign this Agreement in connection with a merger transaction in which such Party is not the surviving entity or the sale by such Party of all or substantially all of its Assets; provided, that the surviving entity of such merger or the transferee of such Assets shall agree in writing, reasonably satisfactory to the other Parties, to be bound by the terms of this Agreement as if named as a “Party” hereto.

Section 12.10Successors and Assigns.  The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted transferees and assigns.

Section 12.11Certain Termination and Amendment Rights.  This Agreement (including Article VIII hereof) may be terminated and each Distribution may be amended, modified or abandoned at any time prior to the earlier of the Healthcare Distribution Date or the Electronics Distribution Date by and in the sole discretion of Tyco without the approval of Healthcare, Electronics or the stockholders of Tyco.  In the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person.  After the earlier of the Healthcare Distribution Date or the Electronics Distribution Date, this Agreement may not be terminated except by an agreement in writing signed by Tyco, Healthcare and Electronics.

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Notwithstanding the foregoing, Article VIII shall not be terminated or amended after the Effective Time in a manner adverse to the third party beneficiaries thereof without the Consent of any such Person.  Notwithstanding the foregoing, this Agreement may be terminated or amended as among any Parties that remain Affiliates, so long as such amendment does not adversely affect any Party that is no longer an Affiliate, in which case, only with the consent of such Party.

Section 12.12Payment Terms.

(a)Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount to be paid or reimbursed by any Party (and/or a member of such Party’s Group), on the one hand, to any other Party or Parties (and/or a member of such Party’s or Parties’ Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within thirty (30) days after presentation of an invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

(b)Except as expressly provided to the contrary in this Agreement (including with respect to certain default payments in accordance with Section 7.6) or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement (and any amount billed or otherwise invoiced or demanded and properly payable that is not paid within thirty (30) days of such bill, invoice or other demand) shall bear interest at a rate per annum equal to the Prime Rate plus four percent (4%) (or the maximum legal rate, whichever is lower), calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

Section 12.13No Circumvention.  The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Articles VII and VIII).

Section 12.14Subsidiaries.  Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party on and after the applicable Distribution Date.

Section 12.15Third Party Beneficiaries.  Except (i) as provided in Article VIII relating to Indemnitees and for the release under Section 8.1 of any Person provided therein, (ii) as provided in Section 11.2 relating to insured persons and Section 11.7 relating to the directors, officers, employees, fiduciaries or agents provided therein and (iii) as specifically provided in any Ancillary Agreement, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

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Section 12.16Title and Headings.  Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 12.17Exhibits and Schedules.  The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 12.18Governing Law.  This Agreement shall be governed by and construed in accordance with the Laws of, but not the Laws governing conflicts of Laws (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law), of the State of New York.

Section 12.19Consent to Jurisdiction.  Subject to the provisions of Article X hereof, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, or (b) the United States District Court for the Southern District of New York (the “New York Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Article X or to prevent irreparable harm, and to the non-exclusive jurisdiction of the New York Courts for the enforcement of any award issued thereunder.  Each of the Parties further agrees that service of any process, summons, notice or document by U.S.  registered mail to such Party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.19.  Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 12.20Specific Performance.  The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms.  Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 12.21Waiver of Jury Trial.  EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS

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APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.21.

Section 12.22Severability.  In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby.  The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 12.23Force Majeure.  No Party (or any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure (as defined in Section 1.1(81)).  A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event: (a) notify the other applicable Parties of the nature and extent of any such Force Majeure condition and (b) use due diligence to remove any such causes and resume performance under this Agreement as soon as feasible.

Section 12.24Interpretation.  The Parties have participated jointly in the negotiation and drafting of this Agreement.  This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

Section 12.25No Duplication; No Double Recovery.  Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances (including with respect to the rights, entitlements, obligations and recoveries that may arise out of one or more of the following Sections: Section 3.5; Section 7.3; Section 8.2; Section 8.3; Section 8.4; and Section 8.5).

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

TYCO INTERNATIONAL LTD.
By:	John S. Jenkins, Jr.
Name:	John S. Jenkins, Jr.
Title:	Vice President and Secretary
COVIDIEN LTD.
By:	John W. Kapples
Name:	John W. Kapples
Title:	Vice President and Assistant Secretary
TYCO ELECTRONICS LTD.
By:	Harold G. Barksdale
Name:	Harold G. Barksdale
Title:	Vice President & Assistant Secretary

SIGNATURE PAGE TO SEPARATION AND DISTRIBUTION AGREEMENT

EX-3.1

Exhibit 3.1

BYE-LAWS

OF

TYCO INTERNATIONAL LTD.

(Amended effective 29th June, 2007)

Tyco International Ltd. Bye-Laws 06.29.2007

AMENDED AND RESTATED BYE-LAWS
OF
TYCO INTERNATIONAL LTD.
(Amended effective 29th June, 2007)

SHARE CAPITAL AND RIGHTS

1.Share Capital and Rights.  The authorized share capital of the Company is U.S. $925,000,000 divided into 1,000,000,000 common shares, par value U.S. $0.80 per share (the “Common Shares”), and 125,000,000 preference shares, par value U.S. $1.00 per share (the “Preference Shares”).

A.Terms of the Common Shares.  Subject to these Bye-laws, holders of the Common Shares shall:

1.be entitled to one vote for each Common Share held of record by such holder, on the relevant record date, on all matters submitted to a vote of the shareholders;

2.be entitled to such dividends and other distributions in cash, shares or property of the Company out of assets or funds of the Company legally available therefor, as the Board of Directors may from time to time declare;

3.generally be entitled to enjoy all of the rights attaching to shares under the Companies Act (as used herein, the “Companies Act” means every Bermuda Statute from time to time in force concerning companies insofar as the same applies to the Company); and

4.for the purposes of these Bye-laws, the rights attaching to any of the Common Shares shall be deemed not to be altered by the allotment or issue by the Company of other shares ranking in priority for payment of dividends or with respect to capital, or which confer on the holders of such shares voting rights more favorable than those conferred on the Common Shares, and shall not otherwise be deemed to be altered by the creation or issue of further shares ranking pari passu with such Common Shares, or by the purchase or redemption by the Company of any of its own shares.

B.Terms of the Preference Shares.  The Board of Directors is hereby expressly authorized to provide for the issuance of all or any of the Preference Shares in one  or more classes or series, and to fix for each such class or series such voting power, full or  limited, or no voting power, and such designations, preferences and relative, participating,  optional

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or other special rights and such qualifications, limitations or restrictions thereof, as  shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series, including, without limitation, the authority to provide that any such class or series may be: (a) subject to redemption at the  option of the Company or the holders, or both, with the manner of redemption to be set by  the Board of Directors, and redeemable at such time or times, including upon a fixed date,  and at such price or prices; (b) entitled to receive dividends (which may be cumulative or  non-cumulative) at such rates, on such conditions, and at such times, and payable in  preference to, or in such relation to, the dividends payable on any other class or classes or  any other series; (c) entitled to such rights upon the dissolution of, or upon any distribution of  the assets of, the Company; or (d) convertible into, or exchangeable for, shares of any other  class or classes of shares, or of any other series of the same or any other class or classes of  shares, of the Company at such price or prices or at such rates of exchange and with such  adjustments; all as may be stated in such resolution or resolutions, which shall be attached as  an appendix to, but shall not form a part of, these Bye-laws.  The Board of Directors may at  any time before the allotment of any Preference Share by further resolution in any way  amend the designations, preferences, rights, qualifications, limitations or restrictions, or vary  or revoke the designations, of such Preference Shares.

C.Power to Issue Shares.  Subject to these Bye-laws, the Board of  Directors shall have power to issue any authorized and unissued shares of the Company on  such terms and conditions as it may determine.  The Company may from time to time issue  its shares in fractional denominations and deal with such fractions to the same extent as its  whole shares and shares in fractional denominations shall have in proportion to the respective  fractions represented thereby all of the rights of whole shares, including, but not limited to,  the right to vote, to receive dividends and distributions and to participate in a winding up.

2.Alteration of Rights.  Subject to the Companies Act, all or any of the special  rights for the time being attached to any class of shares for the time being in issue may,  unless otherwise expressly provided in the rights attaching to or by the terms of issue of the  shares of that class, from time to time (whether or not the Company is being wound up), be  altered or abrogated with the consent in writing of the holders of not less than 75 percent in  nominal value of the issued shares of that class or with the sanction of a resolution passed at  a separate general meeting of the holders of shares of that class by a majority of not less than  75 percent of the votes cast.  All the provisions of these Bye-laws relating to general  meetings of the Company shall apply mutatis mutandis to any separate general meeting of  any class of Shareholders, except that:

3

A.the necessary quorum shall be three or more shareholders present in  person or by proxy together holding or representing not less than one-third in nominal  amount of the issued shares of the relevant class; provided that, if the relevant class of  Shareholders has only one shareholder, one shareholder present in person or by proxy shall  constitute the necessary quorum;

B.each holder of shares of the class shall, on a poll, have one vote in  respect of each share of the class held by him; and

C.a poll may be demanded by any one holder of shares of the class,  whether present in person or by proxy.

The special rights conferred upon the holders of any shares or class of shares shall  not, unless otherwise expressly provided in the rights attaching to or the terms of issue of  such shares, be deemed to be altered or abrogated by (i) the creation or issue of further shares  ranking pari passu with them, (ii) the creation or issue for full value (as determined by the  Board) of further shares ranking as regards participation in the profits or assets of the  Company or otherwise in priority to them or (iii) the purchase or redemption by the  Company of any of its own shares.

3.Options and Warrants.  Subject to any shareholder approval requirement  under any laws, regulations or the rules of any stock exchange to which the Company is  subject, the Board of Directors is authorized, from time to time, in its discretion, to grant  such persons, for such periods and upon such terms as the Board deems advisable, options to purchase such number of shares of any class or classes or of any series of any class as the Board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued.

4.Purchase of Shares by Company.  The Board of Directors may, at its discretion, authorize the purchase by the Company of its own shares of any class upon such terms as the Board may determine, provided, however, that such purchase is effected in accordance with the provisions of the Companies Act.

5.No Preemptive Rights.  No holder of shares of any class or other securities of the Company shall as such holder have any preemptive right to purchase shares of any class or other securities of the Company or shares or other securities convertible into or exchangeable for or carrying rights or options to purchase shares of any class of the Company, whether such shares or other securities are now or hereafter authorized, which at any time may be proposed to be issued by the Company or subjected to rights or options to purchase granted by the Company.

6.Dividends and Other Payments.  The Board of Directors may from time to time declare dividends or distributions out of assets or funds of the

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Company legally available therefor, including distributions out of contributed surplus, to be paid to the shareholders according to their rights and interests including such interim dividends as appear to the Board to be justified by the position of the Company.  The Company may deduct from any dividend, distribution or other monies payable to a shareholder by the Company on or in respect of any shares all sums of money (if any) presently payable by the shareholder to the Company in respect of shares of the Company.  No dividend, distribution or other monies payable by the Company on or in respect of any share shall bear interest against the Company.  The Board may establish, operate, vary, suspend and terminate a plan whereby shareholders may elect to receive shares in lieu of a dividend on such terms and conditions as the Board determines.

7.Capitalization of Reserves.  The Board may, at any time and from time to time, resolve that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund which is available for distribution or to the credit of any share premium account and accordingly that such amount be set free for distribution amongst the shareholders or any class of shareholders who would be entitled to it if distributed by way of dividend and in the same proportions, on the footing that the same is not paid in cash but is applied either in or towards paying up amounts for the time being unpaid on any shares in the Company held by such shareholders respectively or in payment up in full of unissued shares, debentures or other obligations of the Company, to be allotted, distributed and credited as fully paid amongst such Shareholders, or partly in one way and partly in the other; provided that, for the purpose of this Bye-law, a share premium account may be applied only in paying up of unissued shares to be issued to such Shareholders credited as fully paid.

Where any difficulty arises in regard to any distribution under this Bye-law, the Board may settle the same as it thinks expedient and, in particular, may make such provision as it thinks fit in the case of securities becoming distributable in fractions (including provision for the whole or part of the benefit of fractional entitlements to accrue to the Company) and may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments should be made to any shareholders in lieu of any fractional entitlements, as may seem expedient to the Board.  The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect to it, and such appointment shall be effective and binding upon the shareholders.

8.Certificates.  Shares shall be issued in registered form.  Unless otherwise provided by the rights attaching to or by the terms of issue of any

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particular shares, each shareholder shall, upon becoming the holder of any share, be entitled to a share certificate for all the shares of each class held by him (and, on transferring a part of his holding, to a certificate for the balance), but the Board may decide not to issue certificates for any shares held by, or by the nominee of, any securities exchange or depository or any operator of any clearance or settlement system except at the request of any such person.  In the case of a share held jointly by several persons, delivery of a certificate in their joint names to one of several joint holders shall be sufficient delivery to all.

A.Share certificates shall be in such form as the Board may from time to time prescribe, subject to the requirements of the Companies Act.  No fee shall be charged by the Company for issuing a share certificate.  If a share certificate is worn-out or defaced, or alleged to have been lost or destroyed, it may be replaced without fee but on such terms (if any) as to evidence and indemnity and to payment of any exceptional costs and out of pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of wearing-out or defacement, on delivery of the certificate to the Company.

B.All certificates for shares (other than letters of allotment, scrip certificates and other like documents) shall, except to the extent that the terms of issue of any shares otherwise provide, be issued under the Seal or a facsimile of it.  Each certificate shall be signed by such person or persons (whether or not officers) as the Board may from time to time decide, but the Board may determine that certificates for shares or for particular shares need not be signed by any person.  The Board may also determine, either generally or in any particular case, that any signatures on certificates for shares need not be autographic but may be affixed to such certificates by some mechanical means or may be facsimiles printed on such certificates.  If any officer who has signed, or whose facsimile signature has been used on, any such certificate ceases for any reason to hold his office, such certificate may nevertheless be issued as though that officer had not ceased to hold such office.

C.Nothing in these Bye-laws shall preclude (i) title to a share being evidenced or transferred otherwise than in writing to the extent permitted by the Companies Act and otherwise as may be determined by the Board from time to time or (ii) the Board from recognising the renunciation of the allotment of any share by the allottee in favor of some other person on such terms and subject to such conditions as the Board may from time to time decide.

TRANSFER OF SHARES

9.Transfer of Shares.  Subject to the Companies Act and these Bye-laws, any shareholder may transfer all or any of the holder’s shares by an instrument

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of transfer in the usual common form or in any other form which the Board of Directors or the Company’s transfer agent may approve.  The instrument of transfer of a share shall be signed by or on behalf of the transferor and where any share is not fully paid, the instrument of transfer shall also be signed by or on behalf of the transferee.  The Board may decline to register any transfer unless:

(a)the instrument of transfer is duly stamped and lodged with the Company, at such place as the Board shall appoint for the purpose, accompanied by the certificate for the shares (if any has been issued) to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

(b)the instrument of transfer is in respect of only one class of share; and

(c)where applicable, all consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained.

Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under this Bye-law 9.

TRANSMISSION OF SHARES

10.Representative of a Deceased Shareholder.  If a shareholder dies, the survivor or survivors, where the deceased was a joint holder, and the legal personal representative, where the deceased was a sole holder, shall be the only person recognised by the Company as having any title to the deceased holder’s shares.  Nothing herein contained shall release the estate of a deceased holder from any liability in respect of any share held by such deceased holder solely or jointly with other persons.  For the purpose of this Bye-law, the legal personal representative means the person to whom probate or letters of administration has or have been granted, or failing any such person, such other person as the Board of Directors may in its absolute discretion determine to be the person recognised by the Company for the purpose of this Bye-law.

11.Registration on Death or Transfer by Operation of Law.  Any person becoming entitled to a share in consequence of the death of a shareholder or otherwise by operation of applicable law, may be registered as a shareholder or may elect to nominate some person to be registered as a transferee of such share upon such evidence being produced as may from time to time be required by the Board of Directors or the Company’s /transfer agent.  In either case, the Company shall have the same right to decline or suspend registration as it would have had in the case of a

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transfer of the share by that shareholder before such shareholder’s death or transfer by operation of law, as the case may be.

12.Dividend Entitlement of Transferee.  A person becoming entitled to a share in consequence of the death of a shareholder or otherwise by operation of applicable law shall (upon such evidence being produced as may from time to time be required by the Board of Directors as to such entitlement) be entitled to receive and may give a discharge for any dividends or other monies payable in respect of the share, but such person shall not be entitled in respect of the share to receive notices of or to attend or vote at general meetings of the Company (whether annual or special) or, except as aforesaid, to exercise in respect of the share any of the rights or privileges of a shareholder until such person shall have become registered as the holder thereof.  The Board may at any time give notice requiring such person to elect either to be registered himself or to transfer the share and, if the notice is not complied with within sixty days, the Board may thereafter withhold payment of all dividends and other monies payable in respect of the shares until the requirements of the notice have been complied with.

13.Ownership of Shares.  Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the Company as holding any share upon trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as otherwise provided in these Bye-laws or by law) any other right in respect of any share except an absolute right to the entirety thereof in the registered holder.

14.Exercise of Powers by Secretary.  Subject to any directions of the Board of Directors from time to time in force, the Secretary may exercise the powers and discretions of the Board under Bye-laws 10, 11, 12 and 13.

ALTERATION OF CAPITAL

15.Alteration of Capital.  The Company may from time to time by resolution of the shareholders:

(a)increase its authorized share capital by new shares of such amount as it thinks expedient;

(b)consolidate and divide all or any of its share capital into shares of larger par value than its existing shares;

(c)subdivide its shares or any of them into shares of smaller amount than is fixed by its Memorandum of Association (the “Memorandum”), so, however, that in the subdivision the

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proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and

(d)cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

SEAL OF THE COMPANY

16.Seal of the Company.  The common seal of the Company shall be in the custody of the Secretary, and shall be used by the authority of the Board or Directors or an authorized committee thereof.  Either the Secretary or any other officer of the Company shall have the power to affix the seal for the Company; any director or officer of the Company, or any resident representative of the Company appointed pursuant to the Companies Act (a “Resident Representative”), may affix the common seal over his or her signature to authenticate copies of these Bye-laws, the Memorandum of the Company, the minutes of any meetings or any other documents required to be authenticated by such director, officer or Resident Representative.  For the purposes of share certificates, the seal of the Company may be represented either by the original seal, or a facsimile or a printed version of the seal.

GENERAL MEETINGS OF SHAREHOLDERS

17.Annual General Meeting.  The annual general meeting of shareholders shall be held on such date and at such time in each calendar year as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the shareholders shall elect directors, appoint auditors and transact such other business as may properly be brought before the meeting.

18.Special General Meetings.  Special general meetings of shareholders, for any purpose or purposes, may be called by the Board of Directors.  The Board of Directors shall call a special general meeting, in accordance with the provisions of the Companies Act, upon requisition of shareholders holding not less than one-tenth of the paid-up capital of the Company as of the date of such requisition that as of such date carries the right of voting at general meetings.  Such request shall be in writing, delivered to the registered office of the Company, shall be signed by all requisitioning shareholders and shall state the purpose or purposes of the proposed meeting.  At a special general meeting of the shareholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors.

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19.Place of Meetings.  All general meetings of the shareholders may be held in Bermuda or at such other place and at such time as may be designated by the Board of Directors and specified in the notice of meeting.

20.Notice of Meetings.  Written notice of each annual or special general meeting of the shareholders, stating the day, time, place, and purposes thereof, shall be given, not less than five nor more than sixty days before the date of the meeting, to each shareholder of record as of the applicable record date who is entitled to vote at such meeting, by mail or by e-mail or any other electronic means at the shareholder’s address as it appears on the register of shareholders or at any other address given in writing by such shareholder to the Company for such purpose.  Notice of each annual or special general meeting shall also be given in the same manner as described above to any Resident Representative of the Company who has delivered a written notice to the Company’s registered office requiring that such notice be sent to such Resident Representative.  Any notice given in the manner set forth in this Bye-aw 19 shall be deemed duly given and shall be deemed to have been served five days after dispatch if sent by post or twenty-four hours after its dispatch by any other means.  The attendance of any shareholder, whether in person or by proxy, at any meeting which has been called by shorter notice than that required to be given by the Companies Act or the Bye-laws, shall be deemed to be the agreement of such shareholder that such meeting has been duly called.  The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting.

21.Proxies.  Instruments executed by any shareholder appointing a proxy or corporate representative shall be in such form and shall be delivered to the Company at such place and at such time as the Board of Directors or the Secretary of the Company shall from time to time determine, subject to applicable requirements of the United States Securities and Exchange Commission and the New York Stock Exchange or such other exchange or exchanges on which the Company’s shares are listed.  No such instrument appointing a proxy or corporate representative shall be voted or acted upon after two years from its date.  A shareholder may appoint a proxy who is not a shareholder of the Company.  A proxy shall be valid for any adjournment of a meeting for which such proxy was given.

22.Quorum.  The holders of shares entitling them to exercise a majority of the voting power of the Company on the relevant record date shall constitute a quorum to hold a general meeting of the shareholders.  The chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time (or sine die) and from place to place, without notice other

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than by announcement of the time and place of the adjourned meeting by the chairman of the meeting.  In addition to any other power of adjournment conferred by law, the chairman of the meeting may at any time without the consent of the meeting adjourn the meeting to another time and/or place (or sine die) if, in his opinion, it would facilitate the conduct of the business of the meeting to do so or if he is so directed (prior to or at the meeting) by the Board.  When a meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the Board.  Any meeting duly called at which a quorum is not present shall be adjourned and the Company shall provide notice pursuant to Bye-law 18 in the event that such meeting is to be reconvened.

23.Chairman of Meeting.  The Chairman of the Board (if any) or, in his or her absence, the Deputy Chairman or, in his or her absence, the President, shall preside as chairman at every general meeting.  In the absence of the Chairman of the Board, the Deputy Chairman and the President, the directors present shall choose one of their number to act or if one director only is present he or she shall preside as chairman if willing to act.  If no director is present, or if each of the directors present declines to take the chair, the persons present and entitled to vote at the meeting shall elect one of their number to be chairman.

24.Voting.  At all general meetings of the shareholders at which a quorum is present any question or proposal shall be decided by the affirmative vote of the holders of a majority of the total number of votes of the issued shares present in person or represented by proxy and entitled to vote on such question on the relevant record date, voting as a single class, except as otherwise required by law, the Memorandum of Association or these Bye-laws.  Notwithstanding the foregoing, the affirmative vote of the holders of a majority of the issued shares outstanding on the relevant record date shall be required to approve an amalgamation pursuant to the Companies Act.

25.Joint Holders.  In the case of joint holders of a share, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Company’s register of shareholders in respect of the joint holding.

26.Action by Written Resolution.  Subject to the provisions of the Companies Act, any action required or permitted to be taken at an annual or special general meeting of the Company may be taken without a meeting and without prior notice, if a resolution in writing setting forth the action is signed by or on behalf of all the shareholders of the Company who at the date of the resolution would have been entitled to attend the meeting and vote on the resolution.  Such a resolution may be signed in as many counterparts as may be necessary.  A resolution in writing made in

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accordance with this Bye-law 26 shall have the same force and effect as a resolution passed at an annual or special general meeting and shall constitute minutes of the proceedings for purposes of the Companies Act.

27.Record Date.

A.General Meetings.  In order that the Company may determine the shareholders entitled to notice of or to vote at any general meeting of shareholders or any adjournment or postponement thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than eighty nor less than ten days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given.  A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment or postponement of the meeting.

B.Dividends and Distributions.  In order that the Company may determine the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any change, conversion or exchange of shares, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.  If no record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

28.Business to be Transacted.  No business may be transacted at an annual general meeting of shareholders or a special general meeting of shareholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), (c) otherwise properly brought before the meeting by any shareholders of the Company pursuant to the valid exercise of the power granted under the Companies Act, or (d) otherwise properly brought before the meeting by any shareholder of the Company (i) who is a shareholder of record on the date of the giving of the notice provided for in this Bye-law 28 and on the record date for the determination of shareholders entitled to vote at such meeting and (ii) who complies with the procedures set forth in this Bye-law 28; provided, in each case, that

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such business proposed to be conducted is, under applicable law, an appropriate subject for shareholder action.

A.Timely Notice.  In addition to any other applicable requirements, for business to be properly brought before an annual general meeting or a special general meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the Company.  To be timely for an annual general meeting, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the registered office of the Company at least 120 calendar days before the first anniversary of the date that the Company’s proxy statement was released to shareholders in connection with the previous year’s annual general meeting of shareholders.  However, if no annual general meeting of shareholders was held in the previous year or if the date of the annual general meeting of shareholders has been changed by more than 30 calendar days from the date contemplated at the time of the previous year’s proxy statement, the notice shall be received by the Secretary at the registered office of the Company not fewer than the later of (i) 150 calendar days prior to the date of the contemplated annual general meeting or (ii) the date which is ten calendar days after the date of the first public announcement or other notification to the shareholders of the date of the contemplated annual general meeting.  To be timely for a special general meeting, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the registered office of the Company not fewer than the later of (i) 120 calendar days before the date of the special general meeting or (ii) the date which is ten calendar days after the date of the first public announcement or other notification to the shareholders of the date of the contemplated special general meeting.

B.Written Notice.  To be in proper written form, a shareholder’s notice to the Secretary must set forth as to each matter such shareholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (ii) the name and address, as they appear on the Company’s register of shareholders, of the shareholder proposing such business; (iii) the class and number of shares of the Company which are beneficially owned by such shareholder; (iv) the dates upon which the shareholder acquired such shares; (v) documentary support for any claim of beneficial ownership; (vi) any material interest of such shareholder in such business; and (vii) a statement in support of the matter and, for proposals sought to be included in the Company’s proxy statement, any other information required by Securities and Exchange Commission Rule “14a-8”.

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In addition, if the shareholder intends to solicit proxies from the shareholders of the Company, such shareholder shall notify the Company of this intent in accordance with Securities and Exchange Commission Rule “14a-4” and/or Rule “14a-8”.

C.Business Conducted at Meeting.  No business shall be conducted at the general meeting of shareholders except business brought before the meeting in accordance with the procedures set forth in this Bye-law 28; provided, however, that, once business has been properly brought before the meeting in accordance with such procedures, nothing in this Bye-law 28 shall be deemed to preclude discussion by any shareholder of any such business.  If the Chairman of a meeting determines that business was not properly brought before the meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.  No business shall be conducted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place.

29.Nomination of Directors.  Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company, except as may be otherwise provided in these Bye-laws or any appendix hereto with respect to the right of holders of Preference Shares of the Company to nominate and elect a specified number of directors in certain circumstances.  Nominations of persons for election to the Board of Directors may be made at any annual general meeting of shareholders, or at any special general meeting of shareholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) by any shareholders of the Company pursuant to the valid exercise of the power granted under the Companies Act, or (c) by any shareholder of the Company (i) who is a shareholder of record on the date of the giving of the notice provided for in this Bye-law 29 and on the record date for the determination of shareholders entitled to vote at such meeting, and (ii) who complies with the notice procedures set forth in subsections A and B of Bye-law 28.  Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Company.  Such notice to the Secretary shall set forth the information required in subsection B of Bye-law 28.  In addition, the notice must include, as to each person whom the shareholder proposes to nominate for election or re-election as director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to being named in the proxy

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statement as a nominee and to serving as a director if elected, and evidence satisfactory to the Company that such nominee has no interests that would limit such nominee’s ability to fulfil their duties of office).  The Company may require any proposed nominee to furnish such other information as reasonably may be required by the Company to determine the eligibility of such proposed nominee to serve as a director of the Company.  If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

BOARD OF DIRECTORS

30.Number; Election; Term.  The number of directors shall be such number not less than two as the Company in general meeting may from time to time determine.  A director need not be a shareholder of the Company.  A director shall hold office until the next annual election of directors and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.  Any vacancy on the Board of Directors that results from the death, resignation, retirement, disqualification or removal of a director shall be deemed a casual vacancy.  Subject to the terms of any one or more classes or series of Preference Shares, any casual vacancy may be filled by a majority of the Board of Directors then in office, provided that a quorum is present.  Any director elected to fill a casual vacancy shall hold office until the next following annual general meeting.  During any vacancy in the Board of Directors, the remaining directors shall have full power to act as the Board of Directors of the Company.  Any director may be removed from office with or without cause by the affirmative vote of the holders of at least a majority of the voting power of the shares entitled to vote for the election of directors, considered for this purpose as one class; provided, however, that any meeting convened and held to consider the removal of a director shall be convened and held in accordance with the requirements of the Companies Act.  No person may be elected or appointed to serve as director except as provided in this Bye-law 30.

31.Quorum; Chairman of Meetings.  A majority of the directors in office at the time shall constitute a quorum for a meeting of the Board of Directors; provided that at any meeting duly called, whether or not a quorum is present, a majority of the directors present may adjourn such meeting from time to time and place to place without notice other than by announcement by the chairman of the meeting.  At such meeting of the Board at which a quorum is present, all questions and business shall be determined by the affirmative vote of not less than a majority of the directors present.  The Chairman of the Board or, in his or her absence, the Deputy Chairman, or in his or her absence, the President, shall preside as chairman at every meeting of the Board of Directors.  In the absence of the

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Chairman, Deputy Chairman and President, the directors present may choose one of their number to be chairman of the meeting.

32.Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and places as may be provided for in resolutions adopted by the Board.

33.Special Meetings.  Special meetings of the Board of Directors may be held at any time upon call by the Chairman of the Board, the Chief Executive Officer, the chairman of the Nominating and Governance Committee of the Board of Directors or written application of three of the directors.

34.Notice of Meetings.  Notice of any regular or special meeting stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, facsimile, e-mail or any other electronic means on not less than twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate and which is reasonable in the circumstances.  Any director may waive any notice required to be given by law or these Bye-laws, and the attendance of a director at a meeting shall be deemed to be a waiver by such director of notice of such meeting.  Unless otherwise indicated in the notice thereof, any business may be transacted at any regular or special meeting.

35.Action by Written Resolution.  A resolution in writing signed by all the directors in office or by all the members of a committee shall have the same force and effect as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted.  Such resolution may be contained in one document or in several documents in the like form each signed by one or more of the directors or members of the committee concerned.  A resolution in writing made in accordance with this section shall constitute minutes of the proceedings for purposes of the Companies Act.

36.Compensation.  Each director shall be entitled to receive such fees for his or her services as a director, if any, as the Board may from time to time determine, either in addition to or in lieu of any compensation payable to that director in respect of any executive office or employment.  Each director shall be paid or reimbursed for all expenses properly and reasonably incurred by him or her in the conduct of the Company’s business or in the discharge of his or her duties as a director.  Nothing in this Bye-law 36 shall be construed to preclude any director from serving the Company in any other capacity or receiving compensation therefor.

A.The Board may from time to time determine that, subject to the requirements of the Companies Act, all or part of any fees or other compensation payable to any director shall be provided in the form

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of shares or other securities of the Company or any subsidiary of the Company, or options or rights to acquire such shares or other securities, on such terms as the directors may decide.

B.The Board may grant special compensation to any director who, being called upon, shall perform any special or extra services for or at the request of the Company.  Such special compensation may be made payable to such director in addition to or in substitution for his ordinary compensation (if any) as a director, and may be made payable by a lump sum or by way of salary, or commission on the dividends or profits of the Company or of any other company in which the Company is interested or other participation in any such profits or otherwise, or by any or all or partly by one and partly by another or other of those modes.

37.Validity of Appointment.  All acts done by the Board of Directors or by any committee or by any person acting as a director or member of a committee or any person duly authorised by the Board or any committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director, member of such committee or person so authorised.

38.Interested Directors and Officers.

A.Subject to the Companies Act and applicable law, a director or officer (i) may be a party to or otherwise interested in any contract, transaction or other arrangement with the Company, or in which the Company is otherwise interested, and (ii) may be a director or other officer of, or employed by, or a party to any contract, transaction or other arrangement  with, or otherwise interested in, any company or other person promoted by the Company or in which the Company is interested, subject to declaring this interest and the approval and/or authorization of a majority of the disinterested directors of such contract, transaction or other arrangement.

B.Subject to the Companies Act and applicable law, it shall be a sufficient declaration of interest in relation to any contract, transaction or arrangement if the director or officer shall declare the nature of the director’s or officer’s interest at the first opportunity either (1) at a meeting of the Board at which the question of entering into the contract, transaction or arrangement is first taken into consideration, if the director or officer knows this interest then exists, or in any other case, at the first meeting of the Board after learning that he or she is or has become so interested or

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(2) by providing a general notice to each of the directors on the Board declaring that he or she is an officer of or has a material interest in a person that is a party to a material contract or proposed material contract with the Company and is to be regarded as interested in any transaction or arrangement made with that company or person.

C.So long as, when it is necessary, a director or officer declares the nature of his or her interest in accordance with this Bye-law, and a majority of the disinterested directors approves and/or authorizes the contract, transaction or arrangement, a director or officer shall not by reason of his or her office be accountable to the Company for any benefit the director or officer derives from any office or employment to which these Bye-laws allow him or her to be appointed or from any transaction or arrangement in which these Bye-laws allow the director or officer to be interested, and no such contract, transaction or arrangement shall be void or voidable on the ground of any such interest or benefit.

D.Upon declaring their interest, common or interested directors may be counted in determining the presence of a quorum and, subject to these Bye-laws, may vote at a meeting of the Board or of a committee thereof which considered or authorized the contract, transaction or arrangement.

COMMITTEES

39.Committees.  The Board of Directors may from time to time designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.  Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law.  Adequate provision shall be made for notice to members of all meetings; a majority of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all

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matters shall be determined by a majority vote of the members present.  Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

OFFICERS

40.Delegation of Authority.  The Board may by power of attorney or otherwise appoint any person, whether nominated directly or indirectly by the Board, to be the attorney or agent of the Company and may delegate to such person any of the Board’s powers, authorities and discretions (with power to sub-delegate) for such period and subject to such conditions as it may think fit.  The Board may revoke or vary any such appointment or delegation, but no person dealing in good faith and without notice of such revocation or variation shall be affected by any such revocation or variation.  Any such power of attorney or other document may contain such provisions for the protection and convenience of persons dealing with any such attorney or agent as the Board may think fit.

41.Officers Designated.  The Board may entrust to and confer upon any officer any of its powers, authorities and discretions (with power to sub-delegate) on such terms and conditions with such restrictions as it thinks fit and either collaterally with, or to the exclusion of, its own powers and may from time to time revoke or vary all or any of such powers, but no person dealing in good faith and without notice of such revocation or variation shall be affected by any revocation or variation.  Only the Board of Directors shall have the power to appoint officers, which shall include a Chairman and may include one or more Deputy Chairmen, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer, one or more Assistant Treasurers and Assistant Secretaries and such other officers, agents and employees as it may deem expedient.  Subject to the exercise of such power of appointment and subject always to the control of the Board of Directors, such officers shall have such powers and shall perform such duties as are set out under Bye-laws 42 to 51 inclusive.

42.Chairman of the Board.  If the directors have elected a Chairman, the Chairman shall preside at all meetings of the Board except that in the Chairman’s absence the Deputy Chairman shall preside, and in the absence of the Deputy Chairman, the President shall preside.  In the absence of the Chairman, the Deputy Chairman and the President, the directors present shall designate one of their number to preside.  The Chairman shall have such additional duties as the Board of Directors may assign.

43.Deputy Chairman of the Board.  The Deputy Chairman of the Board, if any, shall have such powers and perform such duties as may be prescribed by

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the Board.  In the Chairman’s absence, the Deputy Chairman shall preside at all meetings of the Board.

44.Chief Executive Officer.  One of the officers shall be appointed Chief Executive Officer of the Company by the Board of Directors.  Subject to the Board of Directors and the Executive Committee, the Chief Executive Officer shall have such powers and perform such duties as may be conferred upon him or her by the Board of Directors.

45.President.  The President shall be appointed by the Directors and shall have such powers and perform such duties as the Board of Directors may assign.  In the Deputy Chairman’s absence, the President shall preside at all meetings of the Board.

46.Vice Presidents.  Each Vice President shall have such powers and perform such duties as may be conferred upon him or her by the Board of Directors or determined by the Chief Executive Officer.

47.Treasurer.  The Treasurer shall have the oversight and control of the funds of the Company and shall have the power and authority to make and endorse notes, drafts and checks and other obligations necessary for the transaction of the business of the Company except as otherwise provided in these Bye-laws.

48.Controller.  The Controller shall have the oversight and control of the accounting records of the Company and shall prepare such accounting reports and recommendations as shall be appropriate for the operation of the Company.

49.Secretary.  It shall be the duty of the Secretary to make and keep records of the votes, doings and proceedings of all meetings of the shareholders and Board of Directors of the Company, and of its Committees, and to authenticate records of the Company.

50.Assistant Treasurers.  The Assistant Treasurers shall have such duties as the Treasurer shall determine.

51.Assistant Secretaries.  The Assistant Secretaries shall have such duties as the Secretary shall determine.

52.Other Officers.  The powers and duties of all other officers are at all times subject to the control of the Directors, and any other officer may be removed at any time at the pleasure of the Board of Directors.

53.Change in Power and Duties of Officers.  Anything in these Bye-laws to the contrary notwithstanding, the Board may, from time to time, increase or reduce the powers and duties of the respective officers of the Company whether or not the same are set forth in these Bye-laws and may

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permanently or temporarily delegate the duties of any officer to any other officer,  agent or employee and may generally control the action of the officers and require performance of all duties imposed upon them.

54.Compensation.  The Board is authorized to determine or to provide the method of determining the compensation of officers.

ACCOUNTING RECORDS

55.Records of Account.  The Company will cause to be kept proper records of account in accordance with the Companies Act.  The records of account shall be kept at the registered office of the Company or at such other place or places as the Board of Directors thinks fit, and shall at all times be open to inspection by the directors; provided that if the records of account are kept at some place outside Bermuda, there shall be kept at an office of the Company in Bermuda such records as will enable the directors to ascertain with reasonable accuracy the financial position of the Company at the end of each six month period.  No shareholder (other than an officer of the Company) shall have any right to inspect any accounting record or book or document of the Company except as conferred by law or authorized by the Board.  A copy of the financial statements which are to be laid before the Company in general meeting, together with the auditor’s report, shall be sent to each person entitled thereto in accordance with the Companies Act.

APPOINTMENT OF AUDITOR

56.Appointment of Auditor.  The shareholders of the Company at each annual general meeting shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the shareholders appoint another auditor in accordance with the Companies Act.  If authorized by the shareholders at a general meeting, the remuneration of the auditor shall be fixed by the Board of Directors, or a duly authorized committee thereof.

INDEMNITY

57.Exemption from Liability.  As far as is permissible under the Companies Act, a director or officer of the Company, shall not be personally liable to the Company or its shareholders for any loss arising or liability attaching to such director or officer by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which such director or officer may be guilty in relation to the Company; provided, however, that this shall not apply to (a) any fraud or dishonesty of such director or officer, (b) such director’s or officer’s conscious, intentional or wilful breach of the obligation to act honestly and in good faith with a view to the best interests of the Company, or (c) any claims or rights of action to recover any gain, personal profit, or other advantage to which the director or officer is not legally entitled.  Notwithstanding the preceding sentence,

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this section shall not extend to any matter which would render it void pursuant to the Companies Act or to any person holding the office of auditor in relation to the Company.

58.Right to Indemnification.  As far as is permissible under the Companies Act, the Company shall indemnify any current or former director, officer, or Resident Representative of the Company, or any person who is serving or has served at the request of the Company as a director or officer (each individually, a “Covered Person”), against any expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which he or she was, is, or is threatened to be made a party, or is otherwise involved, (a “proceeding”) by reason of the fact that he or she is or was a Covered Person; provided, however, that this provision shall not indemnify any Covered Person against any liability arising out of (a) any fraud or dishonesty in the performance of such Covered Person’s duty to the Company, or (b) such Covered Party’s conscious, intentional or wilful breach of the obligation to act honestly and in good faith with a view to the best interests of the Company.  Notwithstanding the preceding sentence, this section shall not extend to any matter which would render it void pursuant to the Companies Act or to any person holding the office of auditor in relation to the Company.

59.Claims by, or in Right of, the Company.  In the case of any threatened, pending or completed action, suit or proceeding by or in the name of the Company, the Company shall indemnify each Covered Person against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense or settlement thereof, except no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for fraud or dishonesty in the performance of his or her duty to the Company, or for conscious, intentional or wilful breach of his or her obligation to act honestly and in good faith with a view to the best interests of the Company, unless and only to the extent that the Supreme Court in Bermuda or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability, but in view of all the circumstances of the case, such Covered Person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  Notwithstanding the preceding sentence, this section shall not extend to any matter which would render it void pursuant to the Companies Act or to any person holding the office of auditor in relation to the Company.

60.Authorization of Indemnification.  Any indemnification under Bye-laws 58 through 61 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that

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indemnification of the Covered Person is proper in the circumstances because such person has met the applicable standard of conduct set forth in Bye-laws 58 and 59, as the case may be.  Such determination shall be made, with respect to a Covered Person who is a director or officer at the time of such determination, (a) by a majority vote of the directors who are not parties to such proceeding, even though less than a quorum; (b) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum; (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (d) by the stockholders.  Such determination shall be made, with respect to any other Covered Person, by any person or persons having the authority to act on the matter on behalf of the Company.  To the extent, however, that any Covered Person has been successful on the merits or otherwise in defense of any proceeding, or in defense of any claim, issue or matter therein, such Covered Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

61.Indemnification in Advance of Final Disposition.  As far as is permissible under the Companies Act, expenses, including attorneys’ fees, incurred in defending any proceeding for which indemnification is permitted pursuant to Bye-laws 58 and 59 shall be paid by the Company in advance of the final disposition of such proceeding upon receipt by the Board of an undertaking by or on behalf of the director, officer or other indemnitee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company pursuant to these Bye-laws.

62.Non-Exclusive.  It being the policy of the Company that indemnification of the persons specified in Bye-laws 58 and 59 shall be made to the fullest extent permitted by law, the indemnification provided by Bye-laws 58 through 61 shall not be deemed exclusive (a) of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Memorandum of Association, these Bye-laws, any agreement, any insurance purchased by the Company, vote of shareholders or disinterested directors, or pursuant to the direction (however embodied) of any court of competent jurisdiction, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, or (b) of the power of the Company to indemnify any person who is or was an employee or agent of the Company or of another corporation, joint venture, trust or other enterprise which he or she is serving or has served at the request of the Company, to the same extent and in the same situations and subject to the same determinations as are hereinabove set forth with respect to a director, officer, or trustee.  As used in these Bye-laws 57 through 62, references to the “Company” include all constituent corporations in a consolidation or merger in which the Company or a predecessor to the Company by consolidation or merger was

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involved.  The indemnification provided by Bye-laws 58 through 61 shall continue as to a person who has ceased to be a director, officer or Resident Representative and shall inure to the benefit of their heirs, executors, and administrators.

UNTRACED SHAREHOLDERS

63.Untraced Shareholders.

A.The Company shall be entitled to sell at the best price reasonably obtainable at the time of sale the shares of a shareholder or the shares to which a person is entitled by transmission on death or bankruptcy if and provided that:

1.during a period of six years no dividend in respect of those shares has been claimed and at least two cash dividends have become payable on the shares in question;

2. on or after expiry of that period of six years the Company has inserted an advertisement in a newspaper circulating in the area of the last-registered  address at which service of notices upon the shareholder or person entitled by transmission may be effected in accordance with these Bye-laws and in a national newspaper published in the relevant country, giving notice of its intention to sell the said shares;

3.during that period of six years and the period of three months following the publication of such advertisement the Company has not received any communication from or indication of the whereabouts or existence of such shareholder or person entitled by transmission; and

4.if so required by the rules of any securities exchange upon which the shares in question are listed for the time being, notice has been given to that exchange of the Company’s intention to make such sale.

B.The Company’s power of sale shall extend to any share which, on or before the date or first date on which any such advertisement appears, is issued in right of a share to which Bye-law 63(A) applies.

C.To give effect to any such sale the Board may authorise some person to transfer the shares to the purchaser who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.  The net proceeds of sale shall belong to the Company which shall be obliged to account to the former shareholder or person entitled by transmission for an

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amount equal to such proceeds and shall enter the name of such former shareholder or person entitled by transmission in the books of the Company as a creditor for such amount.  No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments as the Board may from time to time think fit.

SALE, LEASE OR EXCHANGE OF ASSETS

64.Sale, Lease or Exchange of Assets.  The Board of Directors is hereby expressly authorized to sell, lease or exchange all or substantially all of the Company’s property and assets, including the Company’s goodwill and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or other property, including shares of stock in, and/or other securities of, any other corporation or corporations, as the Board of Directors deems expedient and for the best interests of the Company, subject to the authorization by a resolution adopted by the affirmative vote of the holders of record of a majority of the outstanding shares of capital stock of the Company entitled to vote on the relevant record date with respect thereto.  Notwithstanding authorization or consent to a proposed sale, lease or exchange of the Company’s property and assets by the shareholders, the Board of Directors may abandon such proposed sale, lease or exchange without further action by the shareholders, subject to the rights, if any, of third parties under any contract relating thereto.

ADOPTION OF SHAREHOLDER RIGHTS PLAN

65.Shareholder Rights Plan.  The Board of Directors is hereby expressly authorized to adopt any Shareholder Rights Plan, upon such terms and conditions as the Board of Directors deems expedient and in the best interests of the Company, subject to the authorization by a resolution adopted by the affirmative vote of at least 66-2/3% of the holders of record of the outstanding shares of capital stock of the Company entitled to vote on the relevant record date with respect thereto.

AMENDMENTS

66.Amendments by Majority Vote.  These Bye-laws may be altered, changed, or amended in any respect, or superseded by new Bye-laws, in whole or in part, by the Board of Directors, subject to approval by the affirmative vote of the holders of record of a majority of the total number of votes of the issued shares present in person or represented by proxy and entitled to vote on the relevant record date with respect thereto at an annual or special general meeting called for such purpose or without a meeting by the written consent of all of the holders of record of shares of the Company.

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EX-10.1

Exhibit 10.1

EXECUTION COPY

TAX SHARING AGREEMENT

by and among

TYCO INTERNATIONAL LTD.,

COVIDIEN LTD.,

and

TYCO ELECTRONICS LTD.

Dated as of June 29, 2007

TABLE OF CONTENTS

			Page
ARTICLE I	DEFINITIONS AND INTERPRETATION		2
Section 1.1		Definitions	2
Section 1.2		References; Interpretation	19
Section 1.3		Effective Time	20
ARTICLE II	PREPARATION AND FILING OF TAX RETURNS		20
Section 2.1		Responsibility of Parties to Prepare and File Pre-Distribution Income Tax Returns	20
Section 2.2		Responsibility of Parties to Prepare and File Straddle Income Tax Returns	22
Section 2.3		Responsibility of Parties to Prepare and File Post-Distribution Income Tax Returns and Non-Income Tax Returns	24
Section 2.4		Time of Filing Tax Returns; Manner of Tax Return Preparation	24
ARTICLE III	RESPONSIBILITY FOR PAYMENT OF TAXES		24
Section 3.1		Responsibility of Tyco for Taxes	24
Section 3.2		Responsibility of Electronics for Taxes	25
Section 3.3		Responsibility of Healthcare for Taxes	25
Section 3.4		Timing of Payments of Taxes	26
ARTICLE IV	REFUNDS, CARRYBACKS AND AMENDED TAX RETURNS		26
Section 4.1		Refunds	26
Section 4.2		Carrybacks	27
Section 4.3		Amended Tax Returns	27
Section 4.4		Agreement from Party Administering and Controlling Audit	28
ARTICLE V	DISTRIBUTION TAXES		28
Section 5.1		Liability for Distribution Taxes	28
Section 5.2		Payment for Use of Tax Attributes by Parties at Fault	28
Section 5.3		Definition of Fault	29
Section 5.4		Limits on Proposed Acquisition Transactions and Other Transactions During Restricted Period	29
Section 5.5		Advance Disclosure of Non-Public Transactions	31
Section 5.6		Qualified Tax Counsel Advance Conflict Waiver	31
Section 5.7		IRS Ruling, Tax Representation Letters, and Tax Opinions; Consistency	31
Section 5.8		Timing of Payment of Taxes	31
ARTICLE VI	EMPLOYEE BENEFIT MATTERS		31
Section 6.1		Deferred Compensation Deductions	31
ARTICLE VII	INDEMNIFICATION		32
Section 7.1		Indemnification Obligations of Tyco	32
Section 7.2		Indemnification Obligations of Healthcare	32
Section 7.3		Indemnification Obligations of Electronics	33
ARTICLE VIII	PAYMENTS		33
Section 8.1		Payments	33

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Section 8.2	Treatment of Payments made Pursuant to Tax Sharing Agreement	34
Section 8.3	Treatment of Payments made Pursuant to Separation and Distribution Agreement	35
Section 8.4	Payments Net of Tax Benefit Actually Realized	35
ARTICLE IX	AUDITS	35
Section 9.1	Notice	35
Section 9.2	Pre-Distribution Audits	35
Section 9.3	Payment of Audit Amounts	41
Section 9.4	Correlative Adjustments	44
ARTICLE X	COOPERATION AND EXCHANGE OF INFORMATION	45
Section 10.1	Cooperation and Exchange of Information	45
Section 10.2	Retention of Records	46
ARTICLE XI	ALLOCATION OF TAX ATTRIBUTES, DUAL CONSOLIDATED LOSSES AND OTHER TAX MATTERS	46
Section 11.1	Allocation of Tax Attributes	46
Section 11.2	Dual Consolidated Losses	46
Section 11.3	Payment for Use of Certain Tax Attributes	47
Section 11.4	Third Party Tax Indemnities and Benefits	47
Section 11.5	Allocation of Tax Items	47
Section 11.6	Pre-Distribution Tax Attributes	47
ARTICLE XII	DEFAULTED AMOUNTS	48
Section 12.1	General	48
Section 12.2	Subsidiary Funding	48
ARTICLE XIII	DISPUTE RESOLUTION	48
Section 13.1	Negotiation	48
Section 13.2	Mediation	49
Section 13.3	Arbitration	49
Section 13.4	Arbitration with Respect to Monetary Damages	50
Section 13.5	Arbitration Period	50
Section 13.6	Treatment of Negotiations, Mediation, and Arbitration	50
Section 13.7	Continuity of Service and Performance	50
Section 13.8	Costs	51
Section 13.9	Consolidation	51
Section 13.10	Exception to Arbitration	51
ARTICLE XIV	MISCELLANEOUS	51
Section 14.1	Counterparts; Facsimile Signatures	51
Section 14.2	Survival	51
Section 14.3	Notices	51
Section 14.4	Waivers and Consents	52
Section 14.5	Amendments	52
Section 14.6	Assignment	52

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Section 14.7	Successors and Assigns	52
Section 14.8	Certain Termination and Amendment Rights	53
Section 14.9	No Circumvention	53
Section 14.10	Subsidiaries	53
Section 14.11	Third Party Beneficiaries	53
Section 14.12	Title and Headings	53
Section 14.13	Exhibits and Schedules	53
Section 14.14	Governing Law	53
Section 14.15	Consent to Jurisdiction	53
Section 14.16	Specific Performance	54
Section 14.17	Waiver of Jury Trial	54
Section 14.18	Force Majeure	54
Section 14.19	Construction	54
Section 14.20	Changes in Law	54
Section 14.21	Authority	55
Section 14.22	Severability	55
Section 14.23	Tax Sharing Agreements	55
Section 14.24	Exclusivity	56
Section 14.25	No Duplication; No Double Recovery	56

Schedules

Schedule 1.1(9)	List of ATOB Entities
Schedule 1.1(64)(c)	List of U.S. state and local Taxes
Schedule 1.1(94)	List of Qualified Tax Counsel
Schedule 1.1(101)	List of Section 355 Entities
Schedule 1.1(120)	List of Transferee Entities
Schedule 1.1(121)	List of Transferor Entities
Schedule 2.1(a)	Preparation of Pre-Distribution Income Tax Returns
Schedule 2.2(a)	Preparation of Straddle Income Tax Returns
Schedule 9.2(c)(iv)	Electronic Document Repository Exceptions and List of the Documents / Information to be made Available
Schedule 9.2(e)(ii)	U.S. AMP Internal Costs and Expenses
Schedule 9.2(g)	Boca Raton Audit Team – Separation Retention Plan
Schedule 9.2(h-1)	Form of Power of Attorney
Schedule 9.2(h-2)	List of Activities where Signature of Representative Required
Schedule 9.3(a)	Payment of Audit Amounts
Schedule 11.1	Allocation of certain Tax Attributes
Schedule 11.3	Description of certain Tax Attributes
Schedule 11.6	Actions to Minimize Taxes
Schedule 13.10	Matters Excepted from Arbitration

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TAX SHARING AGREEMENT

THIS TAX SHARING AGREEMENT (this “Agreement”) is made and entered into as of the 29th day of June, 2007, by and among Tyco International Ltd., a Bermuda corporation (“Tyco”), Covidien Ltd., a Bermuda corporation (“Healthcare”), and Electronics Ltd., a Bermuda corporation (“Electronics”).  Each of Tyco, Healthcare, and Electronics is sometimes referred to herein as a “Party” and collectively, as the “Parties”.

W I T N E S S E T H:

WHEREAS, Tyco, acting through its direct and indirect Subsidiaries, currently conducts a number of businesses, including (i) the Healthcare Business (as defined herein), (ii) the Electronics Business (as defined herein), and (iii) the Tyco Retained Business (as defined herein);

WHEREAS, the Board of Directors of Tyco has determined that it is appropriate, desirable and in the best interests of Tyco and its stockholders to separate Tyco into three separate, publicly traded companies, one for each of (i) the Healthcare Business, which shall be owned and conducted, directly or indirectly, by Healthcare, (ii) the Electronics Business, which shall be owned and conducted, directly or indirectly, by Electronics, and (iii) the Tyco Retained Business which shall be owned and conducted, directly or indirectly, by Tyco;

WHEREAS, in order to effect such separation, the Board of Directors of Tyco has determined that it is appropriate, desirable and in the best interests of Tyco and its stockholders (i) to enter into a series of transactions whereby (A) Tyco and/or one or more members of the Tyco Group will, collectively, own all of the Tyco Retained Assets and assume (or retain) all of the Tyco Retained Liabilities, (B) Healthcare and/or one or more members of the Healthcare Group will, collectively, own all of the Healthcare Assets and assume (or retain) all of the Healthcare Liabilities, and (C) Electronics and/or one or more members of the Electronics Group will, collectively, own all of the Electronics Assets and assume (or retain) all of the Electronics Liabilities and (ii) for Tyco to distribute to the holders of Tyco Common Stock on a pro rata basis (in each case without consideration being paid by such stockholders) (A) all of the outstanding shares of common stock, par value $0.20 per share, of Healthcare (the “Healthcare Common Stock”), and (B) all of the outstanding shares of common stock, par value $0.20 per share, of Electronics (the “Electronics Common Stock”) (such transactions as they may be amended or modified from time to time, collectively, the “Plan of Separation”);

WHEREAS, it is the intention of the Parties that each of the contributions of assets to, and the assumption of liabilities by, Healthcare and Electronics together with the corresponding distribution of all of the Healthcare Common Stock and the Electronics Common Stock, respectively, shall qualify as a reorganization within the meaning of Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, it is the intention of the Parties that each of the distributions of Healthcare Common Stock and Electronics Common Stock, respectively, to the stockholders of Tyco will qualify as tax-free under Section 355(a) of the Code to such stockholders and as tax-free to Tyco under Section 361(c) of the Code;

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WHEREAS, subject to Section 9.2, it is the intention of the Parties that all pre-separation U.S. federal, state, and local Audits will be managed, controlled and conducted by Tyco’s U.S. Federal and State Audit Groups currently located in Boca Raton, Florida (the “Boca Raton Audit Team”);

WHEREAS, notwithstanding the implementation of certain internal transactions undertaken preparatory to and in contemplation of aligning and properly capitalizing the Healthcare Business, the Electronics Business, and the Tyco Retained Business prior to the Distributions, it is the intention of the Parties that the shared responsibility for certain Tax liabilities and certain Distribution Tax liabilities be given effect no earlier than and only upon the Effective Time, all as described more fully herein; and

WHEREAS, in connection with the Plan of Separation, the Parties desire to set forth their agreement on the rights and obligations with respect to handling and allocating Taxes and related matters.

NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, covenants and provisions of this Agreement, each of the Parties mutually covenant and agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1Definitions.  As used in this Agreement, the following terms shall have the following meanings:

(1)“AAA” has the meaning set forth in Section 13.2.

(2)“Acceptance Notice” has the meaning set forth in Section 9.2(d)(iii).

(3)“Active Business” means the business conducted by each of the ATOB Entities as of the applicable distribution date.

(4)“Administration Vote Notice” has the meaning set forth in Section 9.2(d)(i).

(5)“Affiliate” means a Person that directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person.  A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise.  For purposes hereof, none of the Parties or their respective Subsidiaries shall be considered an “Affiliate” of any of the other Parties or their respective Subsidiaries (determined on the same basis).

(6)“Agreement” has the meaning set forth in the preamble hereto.

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(7)“Ancillary Agreements” has the meaning set forth in the Separation and Distribution Agreement.

(8)“Assets” has the meaning set forth in the Separation and Distribution Agreement.

(9)“ATOB Entities” mean the entities listed on Schedule 1.1(9).

(10)“AU Dealer Cost Issue” has the meaning set forth in Section 4.1(a).

(11)“Audit” means any audit (including a determination of the status of qualified and non-qualified employee benefit plans), assessment of Taxes, other examination by or on behalf of any Taxing Authority (including notices), proceeding, or appeal of such a proceeding relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations initiated by a Party or any of its Subsidiaries.

(12)“Audit External Advisor” has the meaning set forth in Section 9.2(c)(iii).

(13)“Audit Management Party” means the Party responsible for administering and controlling an Audit pursuant to Section 9.2(a), as may be changed from time to time in accordance with Section 9.2(d).

(14)“Audit Representative” means the Senior Vice President and Chief Tax Officer of each Party (or such other officer of a Party that may be designated by that Party’s Chief Financial Officer from time to time).

(15)“Bankruptcy” means, with respect to a Person:

(a)the filing of an application by the Person for, or a consent to, the appointment of a trustee of the Person’s assets;

(b)the filing by the Person of a voluntary petition in bankruptcy or the filing of a pleading in any court of record admitting in writing the Person’s inability to pay debts as they come due;

(c)a general assignment by such Person for the benefit of creditors;

(d)the filing by the Person of an answer admitting the material allegations of, or the Person’s consenting to, or defaulting in answering a bankruptcy petition filed against the Person in any bankruptcy proceeding; or

(e)the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating the Person bankrupt or appointing a trustee, custodian, receiver or liquidator of such Person’s assets, which order, judgment or decree continues unstayed and in effect for any period of sixty (60) days.

(16)“Boca Raton Audit Team” has the meaning referred to in the recitals to this Agreement.

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(17)“Business Day” means any day other than a Saturday, Sunday or a day on which banks are required to be closed in New York, New York.

(18)“Change of Control” means the occurrence of any of the following (i) the direct or indirect sale, Transfer or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of a Party and the members of such Party’s Group taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act); (ii) the adoption of a plan relating to the liquidation or dissolution of a Party other than (A) the consolidation with, merger into or Transfer of all or part of the properties and assets of any Subsidiary of a Party to such Party or any other Subsidiary of such Party, and (B) the merger of a Party with an Affiliate solely for the purpose of reincorporating (or re-forming) the Party in another jurisdiction; (iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above) becomes the Beneficial Owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the voting stock of a Party, measured by voting power rather than number of shares; (iv) during any consecutive two-year period, individuals who at the beginning of such period constituted the board of directors of a Party (together with any new directors whose election by such board of directors or whose nomination for election by the stockholders of the Party was approved by a vote of a majority of the directors then still in office who are entitled to vote to elect such new director and were either directors at the beginning of such period or persons whose election as directors or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors or the board of directors of such Party then in office; (v) a change of the chief executive officer of a Party; or (vi) a Party consolidates with, or merges with or into, directly or indirectly, any Person, or any Person consolidates with, or merges with or into, a Party, in any such event pursuant to a transaction in which any of the outstanding voting stock of such Party or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the voting stock of such Party outstanding immediately prior to such transaction is converted into or exchanged for voting stock of the surviving or transferee Person constituting a majority of the outstanding shares of such voting stock of such surviving or transferee Person (immediately after giving effect to such issuance).

(19)“Claimed Deductions” has the meaning set forth in Section 6.1(a).

(20)“Claiming Party” has the meaning set forth in Section 6.1(a).

(21)“Code” has the meaning referred to in the recitals to this Agreement.

(22)“Common Parent” means (a) for U.S. federal income tax purposes, the “common parent corporation” of an “affiliated group” (in each case, within the meaning of Section 1504 of the Code) filing a U.S. federal consolidated income tax return, or (b) for state, local or non-U.S. income tax purposes, the common parent (or similar term) (which need not be a corporation) of a consolidated, unitary, combined, group, Organschaft or similar group.

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(23)“Correlative Adjustment” means a disallowance of an item of deduction, loss or credit (or an increase of an item of income or gain) that is related or attributable to the Assets of a Party or that Party’s Affiliates, that is included in a Tax Return for a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date, and that results in a correlative increase of an item of deduction, loss or credit (or reduction of an item of income or gain) with respect to another Party or that Party’s Affiliates with respect to a Pre-Distribution Tax Period or Straddle Tax Period.

(24)“Correlative Detriment” has the meaning set forth in Section 4.1(b).

(25)“Deferred Compensation Deduction” means an Income Tax deduction arising with respect to (a) the Tyco Deferred Compensation Liabilities, the Tyco Deferred Stock Units, the Healthcare Deferred Compensation Liabilities, the Healthcare Deferred Stock Units, the Electronics Deferred Compensation Liabilities, or the Electronics Deferred Stock Units; (b) the Tyco Options, the Healthcare Options or the Electronics Options, including, without limitation, a deduction arising from disqualifying dispositions relating to prior exercises of stock options issued pursuant to the Tyco International Ltd. Employee Stock Purchase Plan; or (c) the Tyco Restricted Stock, the Tyco Restricted Stock Units, the Tyco Performance Share Units, the Healthcare Restricted Stock, the Healthcare Restricted Stock Units, the Healthcare Performance Share Units, the Electronics Restricted Stock, the Electronics Restricted Stock Units, or the Electronics Performance Share Units, as such terms are defined for purposes of the Separation and Distribution Agreement (referred to collectively as the “Deferred Compensation Deductions” and each individually as a “Deferred Compensation Deduction”).

(26)“Dispute” has the meaning set forth in Section 13.1.

(27)“Dispute Notice” has the meaning set forth in Section 13.1.

(28)“Distribution” or “Distributions” means, individually or collectively:

(a)the distribution on the Distribution Date to holders of record of shares of Tyco Common Stock as of the Distribution Date of the Electronics Common Stock and the Healthcare Common Stock owned by Tyco, and

(b)to the extent not otherwise included in (a), the distributions described in the IRS Ruling and the Tax Representation Letters.

(29)“Distribution Date” means the date on which the Distributions are effectuated pursuant to the Separation and Distribution Agreement.

(30)“Distribution Taxes” mean any and all Taxes (a) required to be paid by or imposed on a Party or any of its Affiliates resulting from, or directly arising in connection with, the failure of the Distributions to qualify under Section 355(a) or (c) of the Code or, if applicable, Section 361(c) of the Code, or the application of Section 355(d) or (e) of the Code to the Distributions (or the failure to qualify under or the application of corresponding provisions of the Laws of other jurisdictions); or (b) required to be paid by or imposed on a Party or any of its Affiliates resulting from, or directly arising in connection with, the failure of any transaction undertaken in connection with or pursuant to the Plan of Separation to qualify

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for tax-free treatment, in whole or in part, but, with respect to both (a) and (b) above, only to the extent that such qualification or tax-free treatment was claimed by one or more of the Parties (or any of their Affiliates) on a Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period.

(31)“Due Date” means the date (taking into account all valid extensions) upon which a Tax Return is required to be filed with or Taxes are required to be paid to a Taxing Authority, whichever is applicable.

(32)“Effective Time” has the meaning set forth in the Separation and Distribution Agreement.

(33)“Elected Party” has the meaning set forth in Section 9.2(d)(iii).

(34)“Electronics” has the meaning set forth in the recitals hereto.

(35)“Electronics Allocable Audit Portion” means the amount of any Taxes due and payable that are attributable to a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date that are not reported on a Tax Return filed for such Pre-Distribution Tax Period or Straddle Tax Period to the extent such Taxes are attributable to any Electronics-Tyco Shared Entities or Electronics-Healthcare Shared Entities, as the case may be.  The determination of the amount of additional Taxes due and payable that are attributable to the Electronics-Tyco Shared Entities or the Electronics-Healthcare Shared Entities, as applicable, shall be calculated on a “with and without basis,” by calculating the amount of the excess (if any) of (a) the net amount of Taxes due and payable pursuant to a Final Determination, over (b) the net amount of Taxes that would be due and payable after excluding from the Final Determination any adjustments contained therein that are not attributable to the business operations conducted through the use of the Electronics Assets and Electronics Liabilities; provided, however, that (a) and (b) shall be determined by applying, in a manner that reduces the overall Taxes due and payable pursuant to the Final Determination, any available losses, deductions, allowances or credits of any of the Parties (or their Subsidiaries) that are permitted or allowed as a result of consolidated, combined, unitary, group, Organschaft or similar relief of the Parties (or their Subsidiaries) by applying ordering rules similar to those described in Schedule 11.6; provided, further, if the sum of the Taxes that would be shown as due and payable as a result of the Final Determination if such Final Determination applied on a separate basis for the business operations conducted through the use of each of the Electronics Assets and Electronics Liabilities, the Healthcare Assets and Healthcare Liabilities, and the Tyco Retained Assets and Tyco Retained Liabilities, respectively, is different than the Taxes actually due and payable as a result of the Final Determination, the Electronics Allocable Audit Portion shall be equal to the product of (c) such Taxes that are actually due and payable pursuant to the Final Determination, and (d) a fraction (i) the numerator of which is the sum of the Taxes that would be due and payable pursuant to the Final Determination if applied on a separate basis for the business operations conducted through the use of the Electronics Assets and Electronics Liabilities, and (ii) the denominator of which is the sum of the Taxes that would be due and payable pursuant to the Final Determination if such Final Determination applied on a separate basis for each of the business operations conducted through the use of Electronics Assets and

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Electronics Liabilities, the Healthcare Assets and Healthcare Liabilities, and the Tyco Retained Assets and Tyco Retained Liabilities, respectively.

(36)“Electronics Allocable Portion” means, with respect to a Tax Return filed after the Distribution Date for either a Pre-Distribution Tax Period or Straddle Tax Period, the amount of Taxes due and payable for such Pre-Distribution Tax Period or Straddle Tax Period attributable to any Electronics-Tyco Shared Entities or Electronics-Healthcare Shared Entities, as the case may be.  The determination of the amount of Taxes due and payable that are attributable to the Electronics-Tyco Shared Entities or the Electronics-Healthcare Shared Entities for a given Tax Return shall be calculated on a “with and without basis,” by calculating the amount of the excess (if any) of (a) the net amount of Taxes shown as due and payable on such Tax Return as filed, over (b) the net amount of Taxes that would be shown as due and payable on such Tax Return if such Tax Return were recalculated excluding the Electronics-Tyco Shared Entities or the Electronics-Healthcare Shared Entities, as applicable; provided, however, that (a) and (b) shall be determined by applying, in a manner that reduces the overall Taxes due and payable, any available losses, deductions, allowances or credits of any of the Parties (or their Subsidiaries) that are permitted or allowed as a result of consolidated, combined, unitary, group, Organschaft or similar relief of the Parties (or their Subsidiaries) by applying ordering rules similar to those described in Schedule 11.6; provided, further, if the sum of the Taxes that would be shown as due and payable on such Tax Return if such Tax Return were prepared on a separate basis for the business operations conducted through the use of each of the Electronics Assets and Electronics Liabilities, the Healthcare Assets and Healthcare Liabilities, and the Tyco Retained Assets and Tyco Retained Liabilities, respectively, is different than the Taxes actually due and payable on such Tax Return, the Electronics Allocable Portion shall be equal to the product of (c) such Taxes that are actually due and payable, and (d) a fraction (i) the numerator of which is the Taxes that would be shown as due and payable on such Tax Return if such Tax Return were prepared on a separate basis for the business operations conducted through the use of the Electronics Assets and Electronics Liabilities, and (ii) the denominator of which is the sum of the Taxes that would be shown as due and payable on such Tax Return if such Tax Return were prepared on a separate basis for the business operations conducted through the use of each of the Electronics Assets and Electronics Liabilities, the Healthcare Assets and Healthcare Liabilities, and the Tyco Retained Assets and Tyco Retained Liabilities, respectively.

(37)“Electronics Assets” and “Electronics Liabilities” shall have the meaning assigned to each of them as set forth in the Separation and Distribution Agreement.

(38)“Electronics Business” has the meaning set forth in the Separation and Distribution Agreement.

(39)“Electronics Common Stock” has the meaning set forth in the recitals hereto.

(40)“Electronics Distribution Date” has the meaning set forth in the Separation and Distribution Agreement.

(41)“Electronics Group” has the meaning set forth in the Separation and Distribution Agreement.

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(42)“Electronics-Healthcare Shared Entities” mean on or before the Distribution Date, any entities that conduct business operations through the use of the Electronics Assets and/or Electronics Liabilities that (i) are merged with and into or otherwise acquired by the Electronics Business from a Healthcare Tax Group or (ii) filed on a consolidated, combined, unitary, group, Organschaft or similar basis with the entities that conduct business operations through the use of the Healthcare Assets and Healthcare Liabilities.

(43)“Electronics Sharing Percentage” means thirty-one percent (31%).

(44)“Electronics-Tyco Shared Entities” mean on or before the Distribution Date, any entities that conduct business operations through the use of the Electronics Assets and/or Electronics Liabilities that (i) are merged with and into or otherwise acquired by the Electronics Business from a Tyco Tax Group or (ii) filed on a consolidated, combined, unitary, group, Organschaft or similar basis with the entities that conducted business operations through the use of the Tyco Retained Assets and Tyco Retained Liabilities.

(45)“Employing Party” has the meaning set forth in Section 6.1(a).

(46)“Estimated Tax Return” has the meaning set forth in Section 2.1(c)(iv).

(47)“Fault” has the meaning set forth in Section 5.3.

(48)“Final Determination” means the final resolution of liability for any Tax for any taxable period, by or as a result of:

(a)a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed;

(b)a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Laws of other jurisdictions, which resolves the liability for the Taxes addressed in such agreement for any taxable period;

(c)any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered by the jurisdiction imposing the Tax; or

(d)any other final disposition, including by reason of the expiration of the applicable statute of limitations.

(49)“Former Electronics Employee” has the meaning set forth in the Separation and Distribution Agreement.

(50)“Former Healthcare Employee” has the meaning set forth in the Separation and Distribution Agreement.

(51)“Former Tyco Employee” has the meaning set forth in the Separation and Distribution Agreement.

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(52)“Group” means the Tyco Group, the Healthcare Group, or the Electronics Group.

(53)“Healthcare” has the meaning set forth in the recitals to this Agreement.

(54)“Healthcare Allocable Audit Portion” means the amount of any Taxes due and payable that are attributable to a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date that are not reported on a Tax Return filed for such Pre-Distribution Tax Period or Straddle Tax Period to the extent such Taxes are attributable to any Healthcare-Tyco Shared Entities or Healthcare-Electronics Shared Entities, as the case may be.  The determination of the amount of additional Taxes due and payable that are attributable to the Healthcare-Tyco Shared Entities or the Healthcare-Electronics Shared Entities, as applicable, shall be calculated on a “with and without basis,” by calculating the amount of the excess (if any) of (a) the net amount of Taxes due and payable pursuant to a Final Determination, over (b) the net amount of Taxes that would be due and payable after excluding from the Final Determination any adjustments contained therein that are not attributable to the business operations conducted through the use of the Healthcare Assets and Healthcare Liabilities; provided, however, that (a) and (b) shall be determined by applying, in a manner that reduces the overall Taxes due and payable pursuant to the Final Determination, any available losses, deductions, allowances or credits of any of the Parties (or their Subsidiaries) that are permitted or allowed as a result of consolidated, combined, unitary, group, Organschaft or similar relief of the Parties (or their Subsidiaries) by applying ordering rules similar to those described in Schedule 11.6; provided, further, if the sum of the Taxes that would be shown as due and payable as a result of the Final Determination if such Final Determination applied on a separate basis for the business operations conducted through the use of each of the Electronics Assets and Electronics Liabilities, the Healthcare Assets and Healthcare Liabilities, and the Tyco Retained Assets and the Tyco Retained Liabilities, respectively, is different than the Taxes actually due and payable as a result of the Final Determination, the Healthcare Allocable Audit Portion shall be equal to the product of (c) such Taxes that are actually due and payable pursuant to the Final Determination, and (d) a fraction (i) the numerator of which is the sum of the Taxes that would be due and payable pursuant to the Final Determination if applied on a separate basis for the business operations conducted through the use of the Healthcare Assets and Healthcare Liabilities, and (ii) the denominator of which is the sum of the Taxes that would be due and payable pursuant to the Final Determination if such Final Determination applied on a separate basis for each of the business operations conducted through the use of Electronics Assets and Electronics Liabilities, the Healthcare Assets and Healthcare Liabilities, and the Tyco Retained Assets and Tyco Retained Liabilities, respectively.

(55)“Healthcare Allocable Portion” means, with respect to a Tax Return filed after the Distribution Date for either a Pre-Distribution Tax Period or Straddle Tax Period, the amount of Taxes due and payable for such Pre-Distribution Tax Period or Straddle Tax Period attributable to any Healthcare-Tyco Shared Entities or Healthcare-Electronics Shared Entities, as the case may be.  The determination of the amount of Taxes due and payable that are attributable to the Healthcare-Tyco Shared Entities or the Healthcare-Electronics Shared Entities for a given Tax Return shall be calculated on a “with and without basis,” by calculating the amount of the excess (if any) of (a) the net amount of Taxes shown as due and

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payable on such Tax Return as filed, over (b) the net amount of Taxes that would be shown as due and payable on such Tax Return if such Tax Return was recalculated excluding the Healthcare-Tyco Shared Entities or the Healthcare-Electronics Shared Entities, as applicable; provided, however, that (a) and (b) shall be determined by applying, in a manner that reduces the overall Taxes due and payable, any available losses, deductions, allowances or credits of any of the Parties (or their Subsidiaries) that are permitted or allowed as a result of consolidated, combined, unitary, group, Organschaft or similar relief of the Parties (or their Subsidiaries) by applying ordering rules similar to those described in Schedule 11.6; provided, further, if the sum of the Taxes that would be shown as due and payable on such Tax Return if such Tax Return were prepared on a separate basis for the business operations conducted through the use of each of the Electronics Assets and Electronics Liabilities, the Healthcare Assets and Healthcare Liabilities, and the Tyco Retained Assets and Tyco Retained Liabilities, respectively, is different than the Taxes actually due and payable on such Tax Return, the Healthcare Allocable Portion shall be equal to the product of (c) such Taxes that are actually due and payable, and (d) a fraction (i) the numerator of which is the Taxes that would be shown as due and payable on such Tax Return if such Tax Return were prepared on a separate basis for the business operations conducted through the use of Healthcare Assets and Healthcare Liabilities, and (ii) the denominator of which is the sum of the Taxes that would be shown as due and payable on such Tax Return if such Tax Return were prepared on a separate basis for the business operations conducted through the use of each of the Electronics Assets and Electronics Liabilities, the Healthcare Assets and Healthcare Liabilities, and the Tyco Retained Assets and Tyco Retained Liabilities, respectively.

(56)“Healthcare Assets” and “Healthcare Liabilities” shall have the meaning assigned to each of them as set forth in the Separation and Distribution Agreement.

(57)“Healthcare Business” has the meaning set forth in the Separation and Distribution Agreement.

(58)“Healthcare Common Stock” has the meaning set forth in the recitals hereto.

(59)“Healthcare Distribution Date” has the meaning set forth in the Separation and Distribution Agreement.

(60)“Healthcare-Electronics Shared Entities” mean on or before the Distribution Date, any entities that conduct business operations through the use of the Healthcare Assets and/or Healthcare Liabilities that (i) are merged with and into or otherwise acquired by the Healthcare Business from an Electronics Tax Group or (ii) filed on a consolidated, combined, unitary, group, Organschaft or similar basis with the entities that conduct business operations through the use of the Electronics Assets and Electronics Liabilities.

(61)“Healthcare Group” has the meaning set forth in the Separation and Distribution Agreement.

(62)“Healthcare Sharing Percentage” means forty-two percent (42%).

(63)“Healthcare-Tyco Shared Entities” mean on or before the Distribution Date, any entities that conduct business operations through the use of the Healthcare Assets and/or Healthcare Liabilities that (i) are merged with and into or otherwise acquired by the Healthcare

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Business from a Tyco Tax Group or (ii) filed on a consolidated, combined, unitary, group, Organschaft or similar basis with the entities that conduct business operations through the use of the Tyco Retained Assets and Tyco Retained Liabilities.

(64)“Income Taxes” mean:

(a)all Taxes based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, minimum tax or any Tax on items of tax preference, but not including sales, use, real, or personal property, gross or net receipts, value added, excise, leasing, transfer or similar Taxes), or (ii) multiple bases (including, but not limited to, corporate franchise, doing business and occupation Taxes) if one or more bases upon which such Tax is determined is described in clause (a)(i) above;

(b)all U.S., state, local or non-U.S. franchise Taxes;

(c)all U.S. state and local Taxes or non-U.S. Taxes not otherwise included in (a) or (b) above that are listed on Schedule 1.1(64)(c); and

(d)including in the case of each of (a), (b), and (c) above, any related interest and any penalties, additions to such Tax or additional amounts imposed with respect thereto by any Taxing Authority.

(65)“Income Tax Returns” mean all Tax Returns that relate to Income Taxes.

(66)“Indemnified Party” means the Party which is or may be entitled pursuant to this Agreement to receive any payments (including reimbursement for Taxes or costs and expenses) from another Party or Parties to this Agreement.

(67)“Indemnifying Party” means the Party which is or may be required pursuant to this Agreement to make indemnification or other payments (including reimbursement for Taxes and costs and expenses) to another Party to this Agreement.

(68)“IRS” means the United States Internal Revenue Service or any successor thereto, including, but not limited to its agents, representatives, and attorneys.

(69)“IRS Ruling” means the requests submitted to the IRS for all private letter rulings to be obtained by Tyco from the IRS in connection with the Plan of Separation, and any supplemental materials submitted to the IRS relating thereto, and the IRS private letter rulings received by Tyco with respect to the Plan of Separation.

(70)“Law” means any U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, administrative pronouncement, order, requirement or rule of law (including common law), or any income tax treaty.

(71)“LIBOR” means the British Bankers Association London Interbank Offered Rate, as it is published by Reuters, or any successor to or substitute for such service providing rate quotations of the British Bankers Association London Interbank Offered Rate, at

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approximately 11:00 a.m., London time.  In the event that such British Bankers Association London Interbank Offered Rate is not available at such time for any reason, then LIBOR shall be the rate at which dollar deposits of $10 million and for a maturity of one (1) week are offered by the principal London office of Citibank in the London interbank market at approximately 11:00 a.m., London time.

(72)“Majority of the Parties” means the consent of at least two of the Parties.

(73)“McDermott” means McDermott Will & Emery LLP.

(74)“Mediation Period” has the meaning set forth in Section 13.2.

(75)“New York Courts” has the meaning set forth in Section 14.15.

(76)“Non-Income Tax Returns” mean all Tax Returns other than Income Tax Returns.

(77)“Participating Party” has the meaning set forth in Section 9.2(c)(i).

(78)“Party” has the meaning set forth in the preamble hereto.

(79)“Person” means any natural person, firm, individual, corporation, business trust, joint venture, association, company, limited liability company, partnership, or other organization or entity, whether incorporated or unincorporated, or any governmental entity.

(80)“Plan of Separation” has the meaning set forth in the recitals hereto.

(81)“Post-Distribution Income Tax Returns” mean, collectively, all Income Tax Returns required to be filed by a Party or its Affiliates for a Post-Distribution Tax Period.

(82)“Post-Distribution Ruling” has the meaning set forth in Section 5.4.

(83)“Post-Distribution Tax Period” means a Tax year beginning and ending after the Distribution Date.

(84)“Pre-Distribution Income Tax Returns” mean, collectively, all Income Tax Returns required to be filed by a Party or its Affiliates for a Pre-Distribution Tax Period.

(85)“Pre-Distribution Non-Income or Non-U.S. Tax Audit” means any Audit related to any (a) U.S. federal, state, or local Taxes other than Income Taxes, or (b) any non-U.S. Taxes, in each case with respect to a Tax Return filed, or allegedly required to be filed, for any Pre-Distribution Tax Period or Straddle Tax Period; provided, however, this term shall not include any Audit that is a Pre-Distribution Transfer Pricing Tax Audit, a Pre-Distribution TME Payroll Tax Audit, or a Pre-Distribution Tyco (U.S.) Qualified Plan Tax Audit.

(86)“Pre-Distribution Tax Period” means a Tax year beginning and ending on or before the Distribution Date.

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(87)“Pre-Distribution TME Payroll Tax Audit” means any Audit for a Pre-Distribution Tax Period or Straddle Tax Period of payroll taxes for TME Management Corp., Citrine Management Corp., or any predecessor payroll company to TME Management Corp.

(88)“Pre-Distribution Transfer Pricing Tax Audit” means any Audit of any Income Taxes related to or arising from (a) an intercompany transfer pricing adjustment under Section 482 of the Code and the Treasury Regulations thereunder, or an analogous provision under U.S. state and local or non-U.S. Law, or (b) a determination that the activities of a Party or its Affiliates give rise to a “permanent establishment,” presence, or nexus in any jurisdiction that could subject it to Income Tax there, in each of (a) and (b), for any Pre-Distribution Tax Period or Straddle Tax Period.

(89)“Pre-Distribution Tyco (U.S.) Qualified Plan Tax Audit” means any Audit for a Pre-Distribution Tax Period or Straddle Tax Period of any Healthcare US Pension Plan, Electronics US Pension Plan, U.S. qualified Tyco Retained Pension Plan, U.S. qualified Healthcare Savings Plan, U.S. qualified Electronics Savings Plan or U.S. qualified Tyco Retained Savings Plan (as such terms are defined for purposes of the Separation and Distribution Agreement).

(90)“Pre-Distribution U.S. Income Tax Audit” means any Audit of any U.S. federal, state, or local Income Tax Return filed, or allegedly required to be filed, for any Pre-Distribution Tax Period or Straddle Tax Period; provided, however, this term shall not include any Audit that is a Pre-Distribution Transfer Pricing Tax Audit, a Pre-Distribution Tyco (U.S.) Qualified Plan Tax Audit, or a Pre-Distribution TME Payroll Tax Audit.

(91)“Preparing Party” has the meaning set forth in Section 2.1(a).

(92)“Prime Rate” has the meaning set forth in the Separation and Distribution Agreement.

(93)“Proposed Acquisition Transaction” means a transaction or series of transactions (or any agreement, understanding, arrangement, or substantial negotiations within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, to enter into a transaction or series of related transactions), as a result of which any of the Parties or any of the Section 355 Entities (or any successor thereto) would merge or consolidate with any other Person, or as a result of which any Person or any group of Persons would (directly or indirectly) acquire, or have the right to acquire (through an option or otherwise), from any of the Parties or any of their Affiliates (or any successor thereto) and/or one or more holders of their stock, respectively, any amount of stock of any of the Parties or any of the Section 355 Entities, as the case may be, that would, when combined with any other changes in ownership of the stock of such Party or any of the Section 355 Entities, comprise more than thirty-five percent (35%) of (a) the value of all outstanding stock of such Party or any of the Section 355 Entities as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding stock of such Party or any of the Section 355 Entities as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series.  For purposes of determining whether a transaction constitutes an indirect acquisition for purposes of the first

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sentence of this definition, any recapitalization or other action resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders.  This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted accordingly by the Parties in good faith.

(94)“Qualified Tax Counsel” means any of the law firms listed on Schedule 1.1(94).

(95)“Redo Project” means the proposed adjustments to the U.S. federal Income Tax Returns prepared by or for Tyco’s, Electronics’ and Healthcare’s Subsidiaries, respectively, that have been submitted to the IRS (or will be submitted to the IRS upon commencement of an Audit) for Tax periods prior to and including the Distribution Date as disclosed in the footnotes to the Parties’ respective financial statements.

(96)“Refund” means any refund of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied to future Taxes payable), including any interest paid on or with respect to such refund of Taxes; provided, however, the amount of the refund of Taxes shall be net of any Taxes imposed by any Taxing Authority on the receipt of the refund.

(97)“Replaced Audit Management Party” has the meaning set forth in Section 9.2(d)(iv).

(98)“Requesting Party” shall have the meaning set forth in Section 5.4.

(99)“Restricted Period” means the period beginning at the Effective Time and ending on the two-year anniversary of the day after the later of the Electronics Distribution Date and the Healthcare Distribution Date.

(100)“Rules” has the meaning set forth in Section 13.3.

(101)“Section 355 Entities” mean the entities listed on Schedule 1.1(101).

(102)“Separation and Distribution Agreement” means the Separation and Distribution Agreement by and among Tyco, Healthcare, and Electronics, dated as of June 29, 2007.

(103)“Shared Entities” mean, each individually and collectively, all Tyco-Electronics Shared Entities, Tyco-Healthcare Shared Entities, Electronics-Tyco Shared Entities, Electronics-Healthcare Shared Entities, Healthcare-Tyco Shared Entities, and Healthcare-Electronics Shared Entities.

(104)“Sharing Percentages” means, with respect to Tyco, the Tyco Sharing Percentage, with respect to Healthcare, the Healthcare Sharing Percentage, and with respect to Electronics, the Electronics Sharing Percentage.

(105)“Spinco Parties” mean, each individually and collectively, Healthcare and Electronics.

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(106)“Straddle Income Tax Returns” mean, collectively, all Income Tax Returns required to be filed by a Party and its Affiliates for a Straddle Tax Period.

(107)“Straddle Tax Period” means a Tax year beginning before the Distribution Date and ending after the Distribution Date.

(108)“Subsidiary” has the meaning set forth in the Separation and Distribution Agreement.

(109)“Tax” or “Taxes” whether used in the form of a noun or adjective, means taxes on or measured by income, franchise, gross receipts, sales, use, excise, payroll, personal property, real property, ad-valorem, value-added, leasing, leasing use or other taxes, levies, imposts, duties, charges, or withholdings of any nature.  Whenever the term “Tax” or “Taxes” is used it shall include penalties, fines, additions to tax and interest thereon.

(110)“Tax Attributes” mean for U.S. federal, state, local, and non-U.S. Income Tax purposes, earnings and profits, tax basis, net operating and capital loss carryovers or carrybacks, alternative minimum Tax credit carryovers or carrybacks, general business credit carryovers or carrybacks, income tax credits or credits against income tax, disqualified interest and excess limitation carryovers or carrybacks, overall foreign losses, research and experimentation credit base periods, and all other items that are determined or computed on an affiliated group basis (as defined in Section 1504(a) of the Code determined without regard to the exclusion contained in Section 1504(b)(3) of the Code), or similar Tax items determined under applicable Tax law, including the tax attributes listed on Schedule 11.1.

(111)“Tax Benefit Actually Realized” means with respect to a Party and its Subsidiaries the actual reduction in Taxes due and payable determined only with respect to the referenced taxable year or any prior taxable year, and is equal to the sum of:

(a)the excess (if any) of (i) the amount of Taxes that the Party and its Subsidiaries would have owed in such taxable years (excluding the effect of any carryforwards of net operating or capital losses or Tax credits to such year) had there been no payment or event giving rise to such a determination, over (ii) the amount of Taxes actually paid by the Party and its Subsidiaries in such taxable years (excluding the effect of any carryforwards of net operating losses or capital losses or Tax credits to such year) after taking into account such payment or determination; and

(b)the excess (if any) of (i) the amount of the Refund actually received by the Party and its Subsidiaries with respect to such taxable years or any carryback year (excluding the effect of any carryforwards of net operating losses or capital losses or Tax credits to such year) as a result of the carryback of Tax items to prior taxable years after taking into account such payment or determination, over (ii) the amount of the Refund that the Party and its Subsidiaries would have been entitled to receive with respect to such taxable years or any carryback year (excluding the effect of any carryforwards of net operating losses or capital losses or Tax credits to such year) as a result of the carryback of Tax items to prior taxable years had there been no payment or event giving rise to such a determination.

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The Tax Benefit Actually Realized shall be computed based on the actual U.S. or non-U.S. income tax rates applicable to the Party and its Subsidiaries during the applicable tax year; provided, however, that if the Tax Benefit Actually Realized includes a U.S. federal Income Tax benefit attributable to the deduction of interest included in Taxes, then the Parties shall assume that the applicable U.S. state and local Income Tax rate is 2 percent (2%) in lieu of the applicable Party’s and its Subsidiaries’ actual U.S. state and local Income Tax rate.

(112)“Tax-Free Status” means the qualification of a Distribution or any other transaction contemplated by the IRS Ruling or any Tax Opinion as a transaction in which gain or loss is not recognized, in whole or in part, and no amount is included in income, including by reason of Distribution Taxes, for U.S. federal, state, and local income tax purposes (other than intercompany items, excess loss accounts or other items required to be taken into account pursuant to Treasury Regulations promulgated under Section 1502 of the Code).

(113)“Tax Group” means any U.S. federal, state, local or non-U.S. affiliated, consolidated, combined, unitary, group relief, Organschaft, or a similar group as determined under applicable Tax Law that files a Tax Return or Tax Returns on a similar group basis.

(114)“Taxing Authority” means any governmental authority or any subdivision, agency, commission, or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection, or imposition of any Tax (including the IRS).

(115)“Tax Management Change Event” has the meaning set forth in Section 9.2(d)(i).

(116)“Tax Opinions” mean certain Tax opinions and supporting memoranda rendered by McDermott to Tyco or any of its Affiliates in connection with the Plan of Separation.

(117)“Tax Package” means:

(a)a pro forma Tax Return relating to the operations of a Spinco Party and/or its Subsidiaries that are required to be included in any Tax Group of which any of the Shared Entities is or was the Common Parent and such Spinco Party and/or such Subsidiaries is or was a member for one or more days in a taxable year; and

(b)all information relating to the operations of a Spinco Party and/or its Subsidiaries that is reasonably necessary to prepare and file the applicable Tax Return required to be filed by any Tax Group of which any of the Shared Entities is or was the Common Parent and such Spinco Party or any of its Subsidiaries is or was a member for one or more days in a Tax year.

(118)“Tax Representation Letter” means any letter containing certain representations and covenants issued by a Tyco or any of its Affiliates to McDermott in connection with the Tax Opinions.

(119)“Tax Returns” mean any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended tax return, claim for refund, or declaration of estimated tax)

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required to be supplied to, or filed with, a Taxing Authority in connection with the determination, assessment or collection of any Tax or the administration of any Laws, regulations, or administrative requirements relating to any Taxes.

(120)“Transferee Entities” mean the entities listed on Schedule 1.1(120).

(121)“Transferor Entities” mean the entities listed on Schedule 1.1(121).

(122)“Treasury Regulations” mean the final and temporary (but not proposed) income tax and administrative regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

(123)“TUSHI” means Tyco (US) Holdings, Inc.

(124)“Tyco” has the meaning set forth in the preamble of this Agreement.

(125)“Tyco Allocable Audit Portion” means the amount of any Taxes due and payable that are attributable to a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date that are not reported on a Tax Return filed for such Pre-Distribution Tax Period or Straddle Tax Period to the extent such Taxes are attributable to any Tyco-Electronics Shared Entities or Tyco-Healthcare Shared Entities, as the case may be.  The determination of the amount of additional Taxes due and payable that are attributable to the Tyco-Electronics Shared Entities or the Tyco-Healthcare Shared Entities, as applicable, shall be calculated on a “with and without basis,” by calculating the amount of the excess (if any) of (a) the net amount of Taxes due and payable pursuant to a Final Determination, over (b) the net amount of Taxes that would be due and payable after excluding from the Final Determination any adjustments contained therein that are not attributable to the business operations conducted through the use of the Tyco Retained Assets and Tyco Retained Liabilities; provided, however, that (a) and (b) shall be determined by applying, in a manner that reduces the overall Taxes due and payable pursuant to the Final Determination, any available losses, deductions, allowances or credits of any of the Parties (or their Subsidiaries) that are permitted or allowed as a result of consolidated, combined, unitary, group, Organschaft or similar relief of the Parties (or their Subsidiaries) by applying ordering rules similar to those described in Schedule 11.6; provided, further, if the sum of the Taxes that would be shown as due and payable as a result of the Final Determination if such Final Determination applied on a separate basis for the business operations conducted through the use of each of the Electronics Assets and Electronics Liabilities, the Healthcare Assets and Healthcare Liabilities, and the Tyco Retained Assets and Tyco Retained Liabilities, respectively, is different than the Taxes actually due and payable as a result of the Final Determination, the Tyco Allocable Audit Portion shall be equal to the product of (c) such Taxes that are actually due and payable pursuant to the Final Determination, and (d) a fraction (i) the numerator of which is the sum of the Taxes that would be due and payable pursuant to the Final Determination if applied on a separate basis for the business operations conducted through the use of Tyco Retained Assets and Tyco Retained Liabilities, and (ii) the denominator of which is the sum of the Taxes that would be due and payable pursuant to the Final Determination if such Final Determination applied on a separate basis for the business operations conducted through the use of Electronics Assets and Electronics

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Liabilities, the Healthcare Assets and Healthcare Liabilities, and the Tyco Retained Assets and Tyco Retained Liabilities, respectively.

(126)“Tyco Allocable Portion” means, with respect to a Tax Return filed after the Distribution Date for either a Pre-Distribution Tax Period or Straddle Tax Period, the amount of Taxes due and payable for such Pre-Distribution Tax Period or Straddle Tax Period attributable to any Tyco-Electronics Shared Entities or Tyco-Healthcare Shared Entities, as the case may be.  The determination of the amount of Taxes due and payable that are attributable to the Tyco-Electronics Shared Entities or the Tyco-Healthcare Shared Entities for a given Tax Return shall be calculated on a “with and without basis,” by calculating the amount of the excess (if any) of (a) the net amount of Taxes shown as due and payable on such Tax Return as filed, over (b) the net amount of Taxes that would be shown as due and payable on such Tax Return if such Tax Return was recalculated excluding the Tyco-Electronics Shared Entities or the Tyco-Healthcare Shared Entities, as applicable, provided, however, that (a) and (b) shall be determined by applying, in a manner that reduces the overall Taxes due and payable, any available losses, deductions, allowances or credits of any of the Parties (or their Subsidiaries) that are permitted or allowed as a result of consolidated, combined, unitary, group, Organschaft or similar relief of the Parties (or their Subsidiaries) by applying ordering rules similar to those described in Schedule 11.6 ; provided, further, if the sum of the Taxes that would be shown as due and payable on such Tax Return if such Tax Return were prepared on a separate basis for the business operations conducted through the use of each of the Electronics Assets and Electronics Liabilities, the Healthcare Assets and Healthcare Liabilities, and the Tyco Retained Assets and Tyco Retained Liabilities, respectively, is different than the Taxes actually due and payable on such Tax Return, the Tyco Allocable Portion shall be equal to the product of (c) such Taxes that are actually due and payable, and (d) a fraction (i) the numerator of which is the Taxes that would be shown as due and payable on such Tax Return if such Tax Return were prepared on a separate basis for the business operations conducted through the use of Tyco Retained Assets and Tyco Retained Liabilities, and (ii) the denominator of which is the sum of the Taxes that would be shown as due and payable on such Tax Return if such Tax Return were prepared on a separate basis for the business operations conducted through the use of each of the Electronics Assets and Electronics Liabilities, the Healthcare Assets and Healthcare Liabilities, and the Tyco Retained Assets and Tyco Retained Liabilities, respectively.

(127)“Tyco Common Stock” has the meaning set forth in the Separation and Distribution Agreement.

(128)“Tyco-Electronics Shared Entities” mean on or before the Distribution Date, any entities that conduct business operations through the use of the Tyco Retained Assets and/or Tyco Retained Liabilities that (i) are merged with and into or otherwise acquired by the Tyco Retained Business from an Electronics Tax Group or (ii) filed on a consolidated, combined, unitary, group, Organschaft or similar basis with the entities that conduct business operations through the use of the Electronics Assets and Electronics Liabilities.

(129)“Tyco Group” has the meaning set forth in the Separation and Distribution Agreement.

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(130)“Tyco-Healthcare Shared Entities” mean on or before the Distribution Date, any entities that conduct business operations through the use of the Tyco Retained Assets and/or Tyco Retained Liabilities that (i) are merged with and into or otherwise acquired by the Tyco Retained Business from a Healthcare Tax Group or (ii) filed on a consolidated, combined, unitary, group, Organschaft or similar basis with the entities that conduct business operations through the use of the Healthcare Assets and Healthcare Liabilities.

(131)“Tyco Retained Assets” and “Tyco Retained Liabilities” shall have the meaning assigned to each of them set forth in the Separation and Distribution Agreement.

(132)“Tyco Retained Business” has the meaning set forth in the Separation and Distribution Agreement.

(133)“Tyco Retained Liabilities” has the meaning set forth in the Separation and Distribution Agreement.

(134)“Tyco Sharing Percentage” means twenty-seven percent (27%).

(135)“Unqualified Tax Opinion” means an unqualified “will” opinion of Qualified Tax Counsel, which opinion is reasonably acceptable to each of the Parties and upon which each of the Parties may rely to confirm that a transaction (or transactions) will not result in Distribution Taxes, including confirmation in accordance with Circular 230 or otherwise that may be provided for purposes of avoiding any applicable penalties or additions to Tax.

(136)“U.S.” means the United States.

(137)“U.S. Advance Payment Entities” include the U.S. federal consolidated Income Tax groups that included the following companies as group members during periods prior to the Distribution and that received or may receive a Refund arising from an advance payment of Tax made on or prior to the Distribution Date but only to the extent of the Refund of U.S. federal Income Taxes (and, therefore, any U.S. state and local Income Tax Refunds shall be excluded):  Tyco International (PA) Inc., Tyco (US) Holdings, Inc., TyCom (US) Holdings, Inc., TyCom Simplex Holdings Inc., Kendall Holding Corp. and TSSL Holding Corp.  The Parties agree that the U.S. Advance Payment Entities shall not make an election to waive a carryback under Code Section 172(b)(3) for the year in which any tax deduction arises with respect to the advance payment of Tax described above.

(138)“U.S. Audit Management Party” means the Audit Management Party with respect to a Pre-Distribution U.S. Income Tax Audit.

Section 1.2References; Interpretation.

(a)Terms not otherwise defined herein shall have the meaning ascribed to them in the Separation and Distribution Agreement.  References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa.  Unless the context otherwise requires, the words “include”, “includes”, and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”.  Unless the context otherwise requires, references in this Agreement to Articles,

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Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement.  Unless the context otherwise requires, the words “hereof”, “hereby”, and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.

(b)The Parties agree that this Agreement is intended solely to determine the cash tax obligations of the Parties and does not address the manner or method of tax accounting for any item.

Section 1.3Effective Time.

(a)The Parties acknowledge that the Plan of Separation contemplates a series of interrelated and intermediate internal transactions undertaken preparatory to and in contemplation of the Distributions that must be completed prior to the Effective Time in order to align and properly capitalize the Healthcare Business, the Electronics Business, and the Tyco Retained Business, including the assignment of TUSHI and all of its Tax liabilities to the Electronics Business.

(b)Notwithstanding that these interrelated and intermediate internal transactions must be given effect prior to the Distributions, the agreements contained herein, including, but not limited to, the manner in which Taxes are shared amongst the Parties, shall be effective no earlier than and only upon the Effective Time.

ARTICLE II

PREPARATION AND FILING OF TAX RETURNS

Section 2.1Responsibility of Parties to Prepare and File Pre-Distribution Income Tax Returns.

(a)General.  To the extent not previously filed and subject to the rights and obligations of each of the Parties set forth herein, Schedule 2.1(a) sets forth the Parties (each, a “Preparing Party”) that are responsible for preparing or causing to be prepared all Pre-Distribution Income Tax Returns.  Unless otherwise provided in this Agreement, the Preparing Party is responsible for the costs and expenses associated with such preparation.  The Party responsible, or whose Affiliate is responsible, for filing a Pre-Distribution Income Tax Return under applicable Law shall file or cause to be filed such Pre-Distribution Income Tax Return with the applicable Taxing Authority.  Pre-Distribution Income Tax Returns shall be prepared and filed in a manner (i) consistent with the past practice of the Parties and their Affiliates unless otherwise modified by a Final Determination or required by applicable Law; (ii) consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) the IRS Ruling, the Tax Representation Letters, and the Tax Opinions; and (iii) that minimizes the overall amount of Taxes due and payable on Pre-Distribution Income Tax Returns of all of the Parties by cooperating in making such elections or applications for group or other reliefs or allowances available in the taxing jurisdiction in which the Income Tax Returns are filed.  No Parties shall take any actions inconsistent with the assumptions (including items of income, gain, deduction,

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loss and credit) made in determining all estimated or advance payments of Income Tax on or prior to the Distribution Date, including the applicable filing assumptions listed in Schedule 2.1(a).  Payments between a Party or any of its Affiliates and another Party or any of its Affiliates for reasonable preparation costs and expenses shall be treated as amounts deductible by the paying Party and its Affiliates pursuant to Section 162 of the Code, and none of the Parties or any of their Affiliates shall take any position inconsistent with such treatment, except to the extent a Final Determination with respect to the paying entity causes such payment to not be so treated (in which case the payment shall be treated in accordance with such Final Determination).

(b)Tax Package.  To the extent not previously provided, each Party other than the Preparing Party shall (at its own cost and expense), to the extent that a Pre-Distribution Income Tax Return includes items of that Party or its Affiliates, prepare and provide or cause to be prepared and provided to the Preparing Party (and make available or cause to be made available to the other Party) a Tax Package relating to that Pre-Distribution Income Tax Return.  Such Tax Package shall be provided in a timely manner consistent with the past practices of the Parties and their Affiliates.  In the event a Party does not fulfill its obligations pursuant to this Section 2.1(b), the Preparing Party shall be entitled, at the sole cost and expense of the first Party, to prepare or cause to be prepared the information required to be included in the Tax Package for purposes of preparing any such Pre-Distribution Income Tax Return.

(c)Procedures Relating to the Preparation and Filing of Pre-Distribution Income Tax Returns.

(i)In the case of Pre-Distribution Income Tax Returns, to the extent not previously filed, no later than thirty (30) days prior to the Due Date of each such Tax Return (reduced to ten (10) days for state or local Pre-Distribution Income Tax Returns), the Preparing Party shall make available or cause to be made available drafts of such Tax Return (together with all related work papers) to each of the other Parties.  The other Parties shall have access to any and all data and information necessary for the preparation of all such Pre-Distribution Income Tax Returns and the Parties shall cooperate fully in the preparation and review of such Tax Returns.  Subject to the preceding sentence, no later than fifteen (15) days after receipt of such Pre-Distribution Income Tax Returns (reduced to five (5) days for state or local Pre-Distribution Income Tax Returns), each Party shall have a right to object to such Pre-Distribution Income Tax Return (or items with respect thereto) by written notice to the other Parties; such written notice shall contain such disputed item (or items) and the basis for its objection.

(ii)With respect to a Pre-Distribution Income Tax Return submitted by the Preparing Party to the other Parties pursuant to Section 2.1(c)(i), if the other Parties do not object by proper written notice within the time period described, such Pre-Distribution Income Tax Return shall be deemed to have been accepted and agreed upon, and to be final and conclusive, for purposes of this Section 2.1(c)(ii).  If a Party does object by proper written notice within such applicable time period, the Parties shall act in good faith to resolve any such dispute as promptly as practicable; provided, however, that, notwithstanding anything to the contrary contained herein, if the Parties have not reached a final resolution with respect to all disputed items for which proper written notice was given within ten (10) days (reduced to two (2) days for state or local Pre-Distribution Income Tax Returns) prior to the Due Date for such Pre-

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Distribution Income Tax Return, such Tax Return shall be filed as prepared pursuant to this Section 2.1 (revised to reflect all initially disputed items that the Parties have agreed upon prior to such date).

(iii)In the event that a Pre-Distribution Income Tax Return is filed that includes any disputed item for which proper notice was given pursuant to this Section 2.1(c) that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Article XIII.  In the event that the resolution of such disputed item (or items) in accordance with Article XIII with respect to a Pre-Distribution Income Tax Return is inconsistent with such Pre-Distribution Income Tax Return as filed, the Preparing Party (with cooperation from the other Parties) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution of the disputed item (or items).  In the event that the amount of Taxes shown to be due and owing on a Pre-Distribution Income Tax Return is adjusted as a result of a resolution pursuant to Article XIII, proper adjustment shall be made to the amounts previously paid or required to be paid in accordance with Article III in a manner that reflects such resolution.

(iv)Notwithstanding anything to the contrary in this Section 2.1, in the case of any Income Tax Return for estimated Taxes (“Estimated Tax Return”) for a Pre-Distribution Tax Period, to the extent not previously filed, as soon as practicable prior to the Due Date of each such Estimated Tax Return, the Preparing Party shall make available or cause to be made available drafts of such Estimated Tax Return (together with all related work papers) to each of the other Parties.  The other Parties shall have access to any and all data and information necessary for the preparation of such Estimated Tax Returns and the Parties shall cooperate fully in the preparation and review of such Estimated Tax Returns.  Subject to the preceding sentence, a Party shall have a right to object by written notice to the other Parties (and such written notice shall contain such disputed item (or items) and the basis for the objection) and the principles of Section 2.1(c)(ii) and Section 2.1(c)(iii) shall apply to such Estimated Tax Return.

Section 2.2Responsibility of Parties to Prepare and File Straddle Income Tax Returns.

(a)General.  Subject to the rights and obligations of each of the Parties set forth herein, Schedule 2.2(a) sets forth the Preparing Party that is responsible for preparing or causing to be prepared all Straddle Income Tax Returns.  Unless otherwise provided in this Agreement, the Preparing Party is responsible for the costs and expenses associated with such preparation.  The Party responsible, or whose Affiliate is responsible, for filing a Straddle Income Tax Return under applicable Law shall file or cause to be filed such Straddle Income Tax Return with the applicable Taxing Authority.  All Straddle Income Tax Returns shall be prepared and filed in a manner (i) consistent with the past practice of the Parties and their Affiliates unless otherwise modified by a Final Determination or required by applicable Law; (ii) consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) the IRS Ruling, the Tax Representation Letters, and the Tax Opinions; and (iii) that minimizes the overall amount of Taxes due and payable on Straddle Income Tax Returns of all of the Parties by cooperating in making such elections or applications for group or other reliefs or allowances available in the taxing jurisdiction in which the Income Tax Returns are filed.  No Parties shall take any actions inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Income Tax on or

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prior to the Distribution Date, including the applicable filing assumptions listed in Schedule 2.2(a).  Payments between a Party or any of its Affiliates and another Party or any of its Affiliates for reasonable preparation costs and expenses shall be treated as amounts deductible by the paying Party and its Affiliates pursuant to Section 162 of the Code, and none of the Parties or any of their Affiliates shall take any position inconsistent with such treatment, except to the extent a Final Determination with respect to the paying entity causes such payment to not be so treated (in which case the payment shall be treated in accordance with such Final Determination).

(b)Tax Package.  Each Party other than the Preparing Party shall (at its own cost and expense), to the extent that a Straddle Income Tax Return includes items of that Party or its Affiliates, prepare and provide or cause to be prepared and provided to the Preparing Party (and make available or cause to be made available to the other Party) a Tax Package relating to that Straddle Income Tax Return.  Such Tax Package shall be provided in a timely manner consistent with the past practices of the Parties and their Affiliates.  In the event a Party does not fulfill its obligations pursuant to this Section 2.2(b), the Preparing Party shall be entitled, at the sole cost and expense of the first Party, to prepare or cause to be prepared the information required to be included in the Tax Package for purposes of preparing any such Straddle Income Tax Return.

(c)Procedures Relating to the Preparation and Filing of Straddle Income Tax Returns.

(i)In the case of Straddle Income Tax Returns, no later than thirty (30) days prior to the Due Date of each such Tax Return (reduced to ten (10) days for state or local Straddle Income Tax Returns), the Preparing Party shall make available or cause to be made available drafts of such Tax Return (together with all related work papers) to each of the other Parties.  The other Parties shall have access to any and all data and information necessary for the preparation of all such Straddle Income Tax Returns and the Parties shall cooperate fully in the preparation and review of such Tax Returns.  Subject to the preceding sentence, no later than fifteen (15) days after receipt of such Straddle Income Tax Returns (reduced to five (5) days for state or local Straddle Income Tax Returns), each Party shall have a right to object to such Straddle Income Tax Return (or items with respect thereto) by written notice to the other Parties; such written notice shall contain such disputed item (or items) and the basis for its objection.

(ii)With respect to a Straddle Income Tax Return submitted by the Preparing Party to the other Parties pursuant to Section 2.2(c)(i), if the other Parties do not object by proper written notice within the time period described, such Straddle Income Tax Return shall be deemed to have been accepted and agreed upon, and to be final and conclusive, for purposes of this Section 2.2(c)(ii).  If a Party does object by proper written notice within such applicable time period, the Parties shall act in good faith to resolve any such dispute as promptly as practicable; provided, however, that, notwithstanding anything to the contrary contained herein, if the Parties have not reached a final resolution with respect to all disputed items for which proper written notice was given within ten (10) days (reduced to two (2) days for state or local Straddle Income Tax Returns) prior to the Due Date for such Straddle Income Tax Return, such Tax Return shall be filed as prepared pursuant to this Section 2.1 (revised to reflect all initially disputed items that the Parties have agreed upon prior to such date).

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(iii)In the event that a Straddle Income Tax Return is filed that includes any disputed item for which proper notice was given pursuant to this Section 2.2(c) that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Article XIII.  In the event that the resolution of such disputed item (or items) in accordance with Article XIII with respect to a Straddle Income Tax Return is inconsistent with such Straddle Income Tax Return as filed, the Preparing Party (with cooperation from the other Parties) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution of the disputed item (or items).  In the event that the amount of Taxes shown to be due and owing on a Straddle Income Tax Return is adjusted as a result of a resolution pursuant to Article XIII, proper adjustment shall be made to the amounts previously paid or required to be paid by the Parties in accordance with Article III in a manner that reflects such resolution.

(iv)Notwithstanding anything to the contrary in this Section 2.2, in the case of any Estimated Tax Returns for a Straddle Tax Period, to the extent not previously filed, as soon as practicable prior to the Due Date of each such Estimated Tax Return, the Preparing Party shall make available or cause to be made available drafts of such Estimated Tax Return (together with all related work papers) to each of the other Parties.  The other Parties shall have access to any and all data and information necessary for the preparation of such Estimated Tax Returns and the Parties shall cooperate fully in the preparation and review of such Estimated Tax Returns.  Subject to the preceding sentence, a Party shall have a right to object by written notice to the other Parties (and such written notice shall contain such disputed item (or items) and the basis for the objection) and the principles of Section 2.2(c)(ii) and Section 2.2(c)(iii) shall apply to such Estimated Tax Return.

Section 2.3Responsibility of Parties to Prepare and File Post-Distribution Income Tax Returns and Non-Income Tax Returns.  The Party or its Affiliate responsible under applicable Law for filing a Post-Distribution Income Tax Return or a Non-Income Tax Return shall prepare and file or cause to be prepared and filed that Tax Return (at that Party’s own cost and expense).

Section 2.4Time of Filing Tax Returns; Manner of Tax Return Preparation.  Each Tax Return shall be filed on or prior to the Due Date for such Tax Return by the Party responsible for filing such Tax Return hereunder.  Unless otherwise required by a Taxing Authority pursuant to a Final Determination, the Parties shall prepare and file or cause to be prepared and filed all Tax Returns and take all other actions in a manner consistent with (and shall not take any position inconsistent with) any assumptions, representations, warranties, covenants, and conclusions provided by the Parties (or any of their Subsidiaries) in connection with the Plan of Separation.

ARTICLE III

RESPONSIBILITY FOR PAYMENT OF TAXES

Section 3.1Responsibility of Tyco for Taxes.  Except as otherwise provided in this Agreement, Tyco shall be liable for and shall pay or cause to be paid the following Taxes:

(a)to the applicable Taxing Authority, any Taxes due and payable on all Pre-Distribution Income Tax Returns that Tyco is required to file or cause to be filed with such Taxing Authority pursuant to Section 2.1;

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(b)to the applicable Taxing Authority, any Taxes due and payable on all Straddle Income Tax Returns that Tyco is required to file or cause to be filed with such Taxing Authority pursuant to Section 2.2;

(c)to the applicable Taxing Authority, any Taxes due and payable on all Post-Distribution Income Tax Returns and Non-Income Tax Returns that Tyco is required to file or cause to be filed with such Taxing Authority pursuant to Section 2.3;

(d)to Electronics, the Tyco Allocable Portion computed with respect to the Tyco-Electronics Shared Entities; and

(e)to Healthcare, the Tyco Allocable Portion computed with respect to the Tyco-Healthcare Shared Entities.

Section 3.2Responsibility of Electronics for Taxes.  Except as otherwise provided in this Agreement, Electronics shall be liable for and shall pay or cause to be paid the following Taxes:

(a)to the applicable Taxing Authority, any Taxes due and payable on all Pre-Distribution Income Tax Returns that Electronics is required to file or cause to be filed with such Taxing Authority pursuant to Section 2.1;

(b)to the applicable Taxing Authority, any Taxes due and payable on all Straddle Income Tax Returns that Electronics is required to file or cause to be filed with such Taxing Authority pursuant to Section 2.2;

(c)to the applicable Taxing Authority, any Taxes due and payable on all Post-Distribution Income Tax Returns and Non-Income Tax Returns that Electronics is required to file or cause to be filed with such Taxing Authority pursuant to Section 2.3;

(d)to Healthcare, the Electronics Allocable Portion computed with respect to the Electronics-Healthcare Shared Entities; and

(e)to Tyco, the Electronics Allocable Portion computed with respect to the Electronics-Tyco Shared Entities.

Section 3.3Responsibility of Healthcare for Taxes.  Except as otherwise provided in this agreement, Healthcare shall be liable for and shall pay or cause to be paid the following Taxes:

(a)to the applicable Taxing Authority, any Taxes due and payable on all Pre-Distribution Income Tax Returns that Healthcare is required to file or cause to be filed with such Taxing Authority pursuant to Section 2.1;

(b)to the applicable Taxing Authority, any Taxes due and payable on all Straddle Income Tax Returns that Healthcare is required to file or cause to be filed with such Taxing Authority pursuant to Section 2.2;

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(c)to the applicable Taxing Authority, any Taxes due and payable on all Post-Distribution Income Tax Returns and Non-Income Tax Returns that Healthcare is required to file or cause to be filed with such Taxing Authority pursuant to Section 2.3;

(d)to Electronics, the Healthcare Allocable Portion computed with respect to the Healthcare-Electronics Shared Entities; and

(e)to Tyco, the Healthcare Allocable Portion computed with respect to the Healthcare-Tyco Shared Entities.

Section 3.4Timing of Payments of Taxes.  All Taxes required to be paid or caused to be paid by a Party to a Taxing Authority pursuant to this Article III shall be paid or caused to be paid by such Party on or prior to the Due Date of such Taxes.  All amounts required to be paid by one Party to another Party (including obligations arising under Article VII) pursuant to this Article III shall be paid or caused to be paid by such first Party to such other Party in accordance with Article VIII.

ARTICLE IV

REFUNDS, CARRYBACKS AND AMENDED TAX RETURNS

Section 4.1Refunds.

(a)Each Party shall be entitled to Refunds that relate to Taxes for which it (or its Subsidiaries) is liable to an applicable Taxing Authority except as follows:  (i) any Refunds of Taxes, other than Refunds of overpayments of Taxes reflected on an originally filed Tax Return that does not include any of the U.S. Advance Payment Entities, that are related to or paid in respect of an Income Tax Return an Audit of which would constitute a Pre-Distribution U.S. Income Tax Audit or a Pre-Distribution Transfer Pricing Tax Audit, shall be shared by the Parties in accordance with their respective Sharing Percentages, including, for the avoidance of doubt, (x) any Refunds of the deposit of Taxes made prior to the Distribution Date with respect to Healthcare’s Subsidiary in Japan and (y) any Refunds received by the U.S. Advance Payment Entities; (ii) any Refunds of U.S. state and local Income Taxes that are attributable to overpayments of such Taxes made by Tyco International Management Company (or its predecessors) on its behalf or on behalf of Tyco International (US) Inc. on or before the Distribution Date, shall be paid to Tyco International Management Company; and (iii) any Refunds of Taxes paid to the Taxing Authority in Australia in respect to the issue pending before such Taxing Authority with regard to the Parties’ (or their Subsidiaries’) Tax treatment of certain dealer costs (the “AU Dealer Cost Issue”) shall be refunded to the Parties in proportion to the amount of such Taxes that were actually paid by each of the Parties (or its Subsidiaries) to such Taxing Authority.

(b)Notwithstanding Section 4.1(a), to the extent a claim for a Refund is reasonably likely to result in a Correlative Detriment to one or more of the Parties, any such Refund that is received by one or more of the other Parties shall, and only to the extent thereof, be paid proportionately to the Parties that are reasonably likely to realize such Correlative Detriment.  A “Correlative Detriment” is an increase in a current year Tax payment obligation by

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a Party (or its Subsidiaries) or a reduction in a current year Tax benefit of a Party (or its Subsidiaries) that occurs as a direct result of the Tax position that is the basis for a Refund that is not otherwise shared by the Parties under Section 4.1(a).

(c)Any Refund or portion thereof to which a Party is entitled pursuant to this Section 4.1 that is received or deemed to have been received as described herein by another Party (or its Subsidiaries) shall be paid by such other Party to such first Party in immediately available funds in accordance with Article VIII.  To the extent a Party (or its Subsidiaries) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such Refund, if received, would have been payable by such Party to another Party (or Parties) pursuant to this Section 4.1, such Party shall be deemed to have actually received a Refund to the extent thereof on the date on which the overpayment is applied to reduce Taxes otherwise payable.

Section 4.2Carrybacks.  Each of the Parties shall be permitted (but not required) to carryback (or to cause its Affiliate to carryback) a Tax Attribute realized in a Post-Distribution Tax Period or a Straddle Tax Period to a Pre-Distribution Tax Period or a Straddle Tax Period only if such carryback cannot result in one or more other Parties (or their Affiliates) being liable for additional Taxes.  If a carryback could result in one or more Parties (or their Affiliates) being liable for additional Taxes, such carryback shall be permitted only if all of such Parties consent to such carryback.  Notwithstanding anything to the contrary in this Agreement, any Party that has claimed (or caused one or more of its Affiliates to claim) a Tax Attribute carryback, shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, to the carryback claim; provided, however, if the carryback results in a Refund that is shared or allocated pursuant to Section 4.1(a) or (b), any Taxes arising from and attributable to an adjustment to the claim for such carryback shall be shared or allocated by the applicable Parties, as the case may be, in the same proportion that the Refund was shared by or allocated to each applicable Party.

Section 4.3Amended Tax Returns.

(a)Notwithstanding Sections 2.1 and 2.2, a Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner (x) consistent with the past practice of the Parties (and their Affiliates) unless otherwise modified by a Final Determination or required by applicable Law; and (y) consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) the IRS Ruling, the Tax Representation Letters, and the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained.  The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX.

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(b)A Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, shall be permitted to do so without the consent of any Party.

(c)A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return, shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party consented thereto.

Section 4.4Agreement from Party Administering and Controlling Audit.  Notwithstanding anything to the contrary in this Article IV, any carryback or amended Tax Return otherwise permitted pursuant to Sections 4.2 and 4.3, respectively, shall only be made with the consent of the Party that would be responsible under Article IX for administering and controlling any Audit that arises with respect to the Tax Return to which the carryback or the amended Tax Return relates, if different than the Party (or its Subsidiary) that is exercising its rights under Section 4.2 or Section 4.3.

ARTICLE V

DISTRIBUTION TAXES

Section 5.1Liability for Distribution Taxes.  In the event that Distribution Taxes become due and payable to a Taxing Authority pursuant to a Final Determination, then, notwithstanding anything to the contrary in this Agreement:

(a)No Fault.  If such Distribution Taxes are not attributable to the Fault of any Party or any of its Affiliates, the responsibility for such Distribution Taxes shall, if (i) certain and known to the Parties at the time of the Distributions, reside with the Party or Parties responsible for the payment of such Taxes under Article III, but only to the extent certain and known; and (ii) not described in (i) above, be shared by the Parties in accordance with their Sharing Percentages.

(b)Fault.  If such Distribution Taxes are attributable to the Fault of one or more Parties or any of their Affiliates, the responsibility for such Distribution Taxes shall reside with the Party or Parties at Fault.  If more than one Party is at Fault, the responsibility for the Distribution Taxes shall be allocated equally among all of the Parties at Fault.

Section 5.2Payment for Use of Tax Attributes by Parties at Fault.  Notwithstanding Section 5.1, if a Party is at Fault within the meaning of Section 5.3, and such Fault would have resulted in Distribution Taxes becoming due and payable but for the use of the Tax Attributes of one or more other Parties (or their Subsidiaries), the Party at Fault shall pay to each such other Party the amount of Distribution Taxes that did not become due and payable as a result of the use of that other Party’s (or its Subsidiaries’) Tax Attributes.  Such payment shall be made by the Party using the Tax Attribute to the other Party in accordance with Article VIII.  For purposes of computing the amount of the payment under this Section 5.2 for the use of the other Party’s Tax Attributes, the Parties shall assume that the other Party (and each of its Subsidiaries) is subject to an effective tax rate of thirty-eight percent (38%).  If more than one Party is at Fault, the responsibility for the payment shall be allocated equally among all of the Parties at Fault.

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Section 5.3Definition of Fault.  For purposes of this Agreement, Distribution Taxes shall be deemed to result from the fault (“Fault”) of a Party if such Distribution Taxes are directly attributable to, or result from:

(a)any act, or failure or omission to act, by such Party or any of such Party’s Affiliates following the Distributions that results in one or more Parties (or any of their Affiliates) being responsible for such Distribution Taxes pursuant to a Final Determination, regardless of whether such act or failure to act (i) is covered by a Post-Distribution Ruling, Unqualified Tax Opinion, or waiver in accordance with Section 5.4, or (ii) occurs during or after the Restricted Period, or

(b)the direct or indirect acquisition of all or a portion of the stock of such Party or of any of the Section 355 Entities (or any transaction or series of related transactions that is deemed to be such an acquisition for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder) by any means whatsoever by any person including pursuant to an issuance of stock by such Party or any of its Affiliates.

Section 5.4Limits on Proposed Acquisition Transactions and Other Transactions During Restricted Period.  During the Restricted Period, no Party shall:

(a)enter into any Proposed Acquisition Transaction, approve any Proposed Acquisition Transaction for any purpose, or allow any Proposed Acquisition Transaction to occur with respect to any of the Section 355 Entities;

(b)merge or consolidate with any other Person or liquidate or partially liquidate; or approve or allow any merger, consolidation, liquidation, or partial liquidation of any of the Section 355 Entities or the ATOB Entities;

(c)approve or allow the discontinuance, cessation, or sale or other transfer (to an Affiliate or otherwise) of, or a material change in, any Active Business;

(d)approve or allow the sale, issuance, or other disposition (to an Affiliate or otherwise), directly or indirectly, of any share of, or other equity interest or an instrument convertible into an equity interest in, any of the ATOB Entities;

(e)sell or otherwise dispose of more than 35 percent (35%) of its consolidated gross or net assets, or approve or allow the sale or other disposition (to an Affiliate or otherwise) of more than 35 percent (35%) of the consolidated gross or net assets of any of the Section 355 Entities (in each case, excluding sales in the ordinary course of business and measured based on fair market values as of the date of the applicable Distribution or other transaction);

(f)amend its certificate of incorporation (or other organizational documents), or take any other action or approve or allow the taking of any action, whether through a stockholder vote or otherwise, affecting the voting rights of the stock of such Party, any of the Section 355 Entities, or any of the Transferee Entities;

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(g)issue shares of a new class of nonvoting stock or approve or allow any of the Section 355 Entities or the Transferee Entities to issue shares of a new class of nonvoting stock;

(h)purchase, directly or through any Affiliate, any of its outstanding stock after the Distributions, other than through stock purchases meeting the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30;

(i)approve or allow payment of an extraordinary distribution by any of the Transferee Entities to any of the Transferor Entities, or a redemption of shares of any of the Transferee Entities held by any of the Transferor Entities (in the case of any of the Transferee Entities or the Transferor Entities, including any successor thereto);

(j)approve or allow an extraordinary contribution to any of the Section 355 Entities (or any successor thereto) by its shareholder or shareholders (or any successor(s) thereto);

(k)take any action or fail to take any action, or permit any of its Affiliates to take any action or fail to take any action, that is inconsistent with the representations and covenants made in the IRS Ruling or in the Tax Representation Letters, or that is inconsistent with any rulings or opinions in the IRS Ruling or any Tax Opinion; or

(l)take any action or permit any of its Affiliates to take any action that, in the aggregate (taking into account other transactions described in this Section 5.4) would be reasonably likely to jeopardize Tax-Free Status;

provided, however, that a Party (the “Requesting Party”) shall be permitted to take such action or one or more actions set forth in the foregoing clauses (a) through (l) if, prior to taking any such actions:  (1) such Requesting Party or Tyco shall have received a favorable private letter ruling from the IRS, or a ruling from another Taxing Authority (a “Post-Distribution Ruling”), in form and substance reasonably satisfactory to the other Parties that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; (2) such Requesting Party shall have received an Unqualified Tax Opinion in form and substance reasonably satisfactory to the other Parties that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; or (3) such Requesting Party shall have received a written statement from each of the other Parties that provides that such other Party waives the requirement to obtain a Post-Distribution Ruling or Unqualified Tax Opinion described in this paragraph.  The evaluation of a Post-Distribution Ruling or Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such Post-Distribution Ruling or Unqualified Tax Opinion.  The Requesting Party shall bear all costs and expenses of securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall reimburse the other Parties for all reasonable out-of-pocket costs and expenses that such Parties may incur in good faith in seeking to obtain or evaluate any such Post-Distribution Ruling or Unqualified Tax Opinion.

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Section 5.5Advance Disclosure of Non-Public Transactions.  In the event of a transaction contemplated by a Party that is described in Section 5.4(a) or Section 5.4(b) and that has not been disclosed to the general public, such Party shall make an advance disclosure of such transaction to the Chief Financial Officers of the other Parties as soon as practicable and prior to a favorable recommendation of such transaction to the Board of Directors of such Party.  The other Parties shall take all reasonable measures to protect against the public disclosure of such transaction.  Nothing in this Section 5.5 shall be construed to limit a Party’s rights or obligations set forth in Section 5.4.

Section 5.6Qualified Tax Counsel Advance Conflict Waiver.  Unless prohibited by Law or the ethical rules applicable to attorneys, each of the Parties agrees to waive or to cause its Affiliates to waive in advance any conflicts that must be waived (determined by Qualified Tax Counsel in its sole discretion) to permit Qualified Tax Counsel to issue any Unqualified Tax Opinions to be obtained by a Party pursuant to this Article V.

Section 5.7IRS Ruling, Tax Representation Letters, and Tax Opinions; Consistency.  Each Party represents that the information and representations furnished by it in or with respect to the IRS Ruling, the Tax Representation Letters, or the Tax Opinions are accurate and complete as of the Effective Time.  Each Party covenants (1) to use its best efforts, and to cause its Affiliates to use their best efforts, to verify that such information and representations are accurate and complete as of the Effective Time; and (2) if, after the Effective Time, it or any of its Affiliates obtains information indicating, or otherwise becomes aware, that any such information or representations is or may be inaccurate or incomplete, to promptly inform the other Parties.  The Parties shall not take any action or fail to take any action, or permit any of their Affiliates to take any action or fail to take any action, that is or is reasonably likely to be inconsistent with the IRS Ruling, the Tax Representation Letters, or the Tax Opinions.

Section 5.8Timing of Payment of Taxes.  All Distribution Taxes required to be paid or caused to be paid by a Party to a Taxing Authority under applicable Law shall be paid or caused to be paid by such Party on or prior to the Due Date of such Distribution Taxes.  All amounts required to be paid by one Party to another Party (including obligations arising under Article VII) pursuant to this Article V shall be paid or caused to be paid by such first Party to such other Party in accordance with Article VIII.

ARTICLE VI

EMPLOYEE BENEFIT MATTERS

Section 6.1Deferred Compensation Deductions.

(a)Entitlement to Deductions.  Any Deferred Compensation Deduction arising after the Distribution Date shall be claimed solely by the Party (or the appropriate Affiliate of that Party) that employs the individual with respect to whom such Deferred Compensation Deduction arises at the time that it arises or, if such individual is not then employed by any Party or a Party’s Affiliate, by Tyco or its appropriate Affiliate if the individual is a Former Tyco Employee, by Healthcare or its appropriate Affiliate if the individual is a Former Healthcare Employee, or by Electronics or its appropriate Affiliate if the individual is a

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Former Electronics Employee.  If, as a result of a Final Determination, a Deferred Compensation Deduction is disallowed in whole or in part to the Party (the “Employing Party”) or its Affiliate claiming such Deferred Compensation Deduction pursuant to the preceding sentence, then any other Party (“Claiming Party”) or its Affiliates shall at the request of the Employing Party make a claim for all such deductions (“Claimed Deductions”); provided, however, that the Employing Party has delivered to the Claiming Party (i) an opinion of counsel in a form satisfactory to the Claiming Party that confirms that the Claimed Deductions should be sustained based on the Final Determination, and (ii) an acknowledgement that the Employing Party will reimburse the Claiming Party for all reasonable expenses incurred by the Claiming Party or any of its Affiliates as a result of claiming the Claimed Deductions.  Upon a subsequent Final Determination in favor of the Claiming Party or one or more of its Affiliates for the Claimed Deductions, the Claiming Party shall pay to the Employing Party any Tax Benefit Actually Realized by the Claiming Party or its Affiliates in the taxable year that the Claiming Party or one or more of its Affiliates asserts its claim to the Claimed Deductions.

(b)Withholding and Reporting.  The Employing Party that claims (or any Affiliate of which claims) the Deferred Compensation Deduction described in Section 6.1(a) shall be responsible for all applicable Taxes (including, but not limited to, withholding and excise taxes) and shall satisfy, or shall cause to be satisfied, all applicable Tax reporting obligations in respect to the deferred compensation that gives rise to the Deferred Compensation Deduction.  The Parties to this Agreement shall reasonably cooperate (and shall cause their Affiliates to cooperate) so as to permit the Employing Party or its Affiliates claiming such Deferred Compensation Deduction to discharge any applicable Tax withholding and Tax reporting obligations, including the appointment of the Employing Party or one or more of its Affiliates as the withholding and reporting agent if the Employing Party or one or more of its Affiliates is not otherwise required or permitted to withhold and report under applicable Law.

ARTICLE VII

INDEMNIFICATION

Section 7.1Indemnification Obligations of Tyco.  Tyco shall indemnify Healthcare and Electronics and hold them harmless from and against (without duplication):

(a)all Taxes and other amounts for which the Tyco Group is responsible under this Agreement; and

(b)all Taxes and reasonable out-of-pocket costs for advisors and other expenses attributable to a breach of any representation, covenant, or obligation of Tyco under this Agreement.

Section 7.2Indemnification Obligations of Healthcare.  Healthcare shall indemnify Tyco and Electronics and hold them harmless from and against (without duplication):

(a)all Taxes and other amounts for which the Healthcare Group is responsible under this Agreement; and

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(b)all Taxes and reasonable out-of-pocket costs for advisors and other expenses attributable to a breach of any representation, covenant, or obligation of Healthcare under this Agreement.

Section 7.3Indemnification Obligations of Electronics.  Electronics shall indemnify Tyco and Healthcare and hold them harmless from and against (without duplication):

(a)all Taxes and other amounts for which the Electronics Group is responsible under this Agreement; and

(b)all Taxes and reasonable out-of-pocket costs for advisors and other expenses attributable to a breach of any representation, covenant or obligation of Electronics under this Agreement.

ARTICLE VIII

PAYMENTS

Section 8.1Payments

(a)General.  Unless otherwise provided in this Agreement, in the event that an Indemnifying Party is required to make a payment to an Indemnified Party pursuant to this Agreement:

(i)Aggregate Payments of Less than $10 Million.  If such payments are in the aggregate less than $10 million during the calendar quarter, the Indemnified Party shall deliver written notice of the payments to the Indemnifying Party in accordance with Section 14.3 during the calendar quarter in which the obligation giving rise to the indemnification payment must be satisfied, and the Indemnifying Party shall be required to make payment to the Indemnified Party within ten (10) Business Days after the end of the calendar quarter in which written notice of such payment is delivered to the Indemnifying Party (or, if later, within thirty (30) Business Days of such delivery).

(ii)Payments Equal to or Greater than $10 Million.  If such payments are individually or in the aggregate equal to or greater than $10 million, the Indemnified Party shall deliver written notice of the payment to the Indemnifying Party in accordance with Section 14.3 at least ten (10) Business Days in advance of the date or dates on which the obligations giving rise to the indemnification payment must be satisfied (in the case of aggregate payments in excess of $10 million, the earliest date that any such payment must be satisfied), and the Indemnifying Party shall be required to make payment to the Indemnified Party no later than  five (5) Business Days after receipt of such notice.  The Indemnified Party shall, within one (1) Business Day after the date on which the obligation giving rise to the indemnification payment is satisfied, pay interest to the Indemnifying Party that accrues (at a rate equal to one (1) week LIBOR minus 25 basis points) on the amount of such payment from the date of receipt of such payment by the Indemnified Party until the date on which the obligation is satisfied.

(b)Procedural Matters.  The written notice delivered to the Indemnifying Party in accordance with Section 14.3 shall show the amount due and owing together with a

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schedule calculating in reasonable detail such amount (and shall include any relevant Tax Return, statement, bill or invoice related to Taxes, costs, expenses or other amounts due and owing).  All payments required to be made by one Party to another Party pursuant to this Section 8.1 shall be made by electronic, same day wire transfer.  Payments shall be deemed made when received.  If the Indemnifying Party fails to make a payment to the Indemnified Party within the time period set forth in this Section 8.1, such Indemnifying Party shall not be considered to be in breach of its covenants and obligations established in this Section 8.1 unless and until such failure exists on the date on which the obligation giving rise to the indemnification payment must be satisfied; provided, however, that the Indemnifying Party shall pay to the Indemnified Party (i) interest that accrues (at a rate equal to the Prime Rate plus 200 basis points) on the amount of such payment from the time that such payment was due to the Indemnified Party until the date that payment is actually made to the Indemnified Party; and (ii) any costs or expenses, including any breakage costs, incurred by the Indemnified Party to secure such payment or to satisfy the Indemnifying Party’s portion of the obligation giving rise to the indemnification payment.

(c)Right of Setoff.  It is expressly understood that an Indemnifying Party is hereby authorized to set off and apply any and all amounts required to be paid to an Indemnified Party pursuant to this Section 8.1 against any and all of the obligations of the Indemnified Party to the Indemnifying Party arising under Section 8.1 of this Agreement that are then either due and payable or past due, irrespective of whether such Indemnifying Party has made any demand for payment with respect to such obligations.

Section 8.2Treatment of Payments made Pursuant to Tax Sharing Agreement.  Unless otherwise required by a Final Determination or this Agreement, for U.S. federal Tax purposes, any payment made pursuant to this Agreement by:

(a)a Spinco Party to Tyco shall be treated for all Tax purposes as a distribution by such Spinco Party to Tyco with respect to stock of the Spinco Party under Section 301 of the Code occurring after the Spinco Party is directly owned by Tyco and immediately before the applicable Distribution;

(b)Tyco to either of the Spinco Parties shall be treated for all Tax purposes as a tax-free contribution by Tyco to the appropriate Spinco Party with respect to its stock occurring after the Spinco Party is directly owned by Tyco and immediately before the applicable Distribution;

(c)a Spinco Party to another Spinco Party shall be treated for all Tax purposes as a distribution by the first Spinco Party to Tyco with respect to stock of that Spinco Party under Section 301 of the Code occurring after the Spinco Party is directly owned by Tyco and immediately before the applicable Distribution followed by a tax-free contribution by Tyco to the recipient Spinco Party with respect to its stock occurring after the Spinco Party is directly owned by Tyco and immediately before the applicable Distribution; and

in each case, none of the Parties shall take any position inconsistent with such treatment.  In the event that a Taxing Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as required pursuant to this Agreement (ignoring any potential

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inconsistent or adverse Final Determination), such Party shall use its reasonable best efforts to contest such challenge.

Section 8.3Treatment of Payments made Pursuant to Separation and Distribution Agreement.  Unless otherwise required by a Final Determination or this Article VIII, for U.S. federal Income Tax purposes, payments made pursuant to the Separation and Distribution Agreement shall be treated in accordance with the principles set forth in Section 8.2.  Payments made by a Party for costs and expenses relating to Assumed Tyco Contingent Liabilities or otherwise pursuant to the Separation and Distribution Agreement and for Specified Shared Expenses shall be treated as amounts deductible by such Party pursuant to Section 162 of the Code, and none of the Parties shall take any position inconsistent with such treatment, except to the extent that there is a Final Determination with respect to the paying Party that such payment is not deductible.  In the event that a Taxing Authority asserts that a Party’s treatment of a payment pursuant to the Separation and Distribution Agreement should be other than as set forth in this Agreement (ignoring any potential inconsistent or adverse Final Determination), such Party shall use its reasonable best efforts to contest such challenge.

Section 8.4Payments Net of Tax Benefit Actually Realized.  All amounts required to be paid by one Party to another pursuant to this Agreement or the Separation and Distribution Agreement shall be reduced by the Tax Benefit Actually Realized by the Indemnified Party or its Subsidiaries in the taxable year the payment is made or any prior taxable year.

ARTICLE IX

AUDITS

Section 9.1Notice.  Within fifteen (15) Business Days after a Party or any of its Affiliates receives a written notice from a Taxing Authority (reduced to five (5) Business Days for written notices received from a state or local Taxing Authority) of the existence of an Audit that may require indemnification pursuant to this Agreement, that Party shall notify the other Parties of such receipt and send such notice to the other Parties via overnight mail.  The failure of one Party to notify the other Parties of an Audit shall not relieve such other Party of any liability and/or obligation that it may have under this Agreement, except to the extent that the Indemnifying Party’s rights under this Agreement are materially prejudiced by such failure.

Section 9.2Pre-Distribution Audits.

(a)Determination of Administering Party.  Subject to Sections 9.2(b), 9.2(c), and 9.2(d):

(i)Tyco and its Subsidiaries shall administer and control all Pre-Distribution U.S. Income Tax Audits, all Pre-Distribution Tyco (U.S.) Qualified Plan Tax Audits, and all Pre-Distribution TME Payroll Tax Audits.

(ii)Tyco and its Subsidiaries shall administer and control all Pre-Distribution Transfer Pricing Tax Audits if such Audits include a Subsidiary of any Party that is subject to U.S. Income Tax or involve a Taxing Authority in the U.S.; provided, further, that all other Pre-Distribution Transfer Pricing Tax Audits shall be administered and controlled by the

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Party and its Subsidiaries that would be primarily liable under applicable Law to pay to the applicable Taxing Authority the Taxes resulting from such Audits.

(iii)Pre-Distribution Non-Income or Non-U.S. Tax Audits shall be administered and controlled by the Party and its Subsidiaries that would be primarily liable under applicable Law to pay to the applicable Taxing Authority the Taxes resulting from such Audits.

(b)Administration and Control; Cooperation.  Subject to Section 9.2(c) and to a Change of Control or a Bankruptcy of the Audit Management Party as provided below, the Audit Management Party shall have absolute authority to make all decisions (determined in its sole discretion) with respect to the administration and control of such Audit, including the selection of all external advisors.  In that regard, the Audit Management Party (i) may in its sole discretion settle or otherwise determine not to continue to contest any issue related to such Audit without the consent of the other Parties, and (ii) shall, as soon as reasonably practicable and prior to settlement of an issue that could cause one or more other Parties to become responsible for Taxes under Section 9.3, notify the Audit Representatives of such other Parties of such settlement.  The other Parties shall (and shall cause their Affiliates to) undertake all actions and execute all documents (including an extension of the applicable statute of limitations) that are determined in the sole discretion of the Audit Management Party to be necessary to effectuate such administration and control.  The Parties shall act in good faith and use their reasonable best efforts to cooperate fully with each other Party (and their Affiliates) in connection with such Audit and shall provide or cause their Subsidiaries to provide such information to each other as may be necessary or useful with respect to such Audit in a timely manner, identify and provide access to potential witnesses, and other persons with knowledge and other information within its control and reasonably necessary to the resolution of the Audit.  Notwithstanding anything to the contrary in this Section 9.2(b), after a Change of Control or a Bankruptcy of the Audit Management Party, the Audit Management Party shall not, prior to the resolution of the vote permitted under Section 9.2(d)(ii) as a result of such Change of Control or Bankruptcy (including the failure of any Party to submit an Administration Vote Notice with respect to such Change of Control), choose to litigate any issue with respect to an Audit or make any decision to change the forum or jurisdiction with respect to which an issue arising under an Audit is being litigated, without the prior written consent of all of the Parties.

(c)Participation Rights of Parties and Information Sharing with respect to Audits.

(i)Each Party that would be responsible under Section 9.3 for Taxes resulting from an Audit (other than the Audit Management Party) (a “Participating Party”) shall have limited participation rights as set forth in this Section 9.2(c) with respect to such Audit.  Promptly after the Distributions, the Audit Management Party shall arrange for a meeting or conference call that includes all of the Participating Parties to discuss the status of all ongoing Audits.  In addition, promptly after notification of an Audit pursuant to Section 9.1, the Audit Management Party shall arrange for a meeting or conference call that includes all of the Participating Parties to plan for the management of such Audit.  Thereafter, the Parties shall arrange for a meeting (in the case of meetings with the Boca Raton Audit Team, such meetings shall take place in Boca Raton, FL) or conference call to be held on a monthly basis (or on such other basis as the Parties may agree) in order to facilitate regular communication on the status of

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the Audits.  These meetings shall be scheduled at the beginning of each fiscal year and shall not be rescheduled without the consent of all of the Parties.  The Parties may determine from time to time to have a separate special meeting to discuss a significant Audit issue.  Each Participating Party shall identify any personnel and external advisors who are participating in each of the meetings described above, and shall provide a list of the names of such persons to the Audit Management Party in advance of such meeting.

(ii)Upon the reasonable request of a Participating Party, the Audit Management Party shall make available relevant personnel (including, as applicable, the Boca Raton Audit Team) and external advisors to meet with the Participating Party and its independent auditor in order to review the status of the Audits.  As provided in Section 5.3 of the Separation and Distribution Agreement, the independent auditors of the Participating Parties shall have reasonable access to Audit-related information and personnel.  The Participating Parties shall provide the Audit Management Party with reasonable notice of such requested meetings or information.

(iii)Except as provided herein, the Participating Parties shall have no access to the external advisors retained by the Audit Management Party to advise it and its Subsidiaries on matters pertaining to an Audit (“Audit External Advisor”) except to the extent that the Audit Management Party reasonably determines that the attendance of an Audit External Advisor at a meeting described in (i) or (ii) above is appropriate.  In the event that any such meeting is attended by an Audit External Advisor, all of the Parties shall have the right to participate in such meeting by telephone or in person.  The Audit Management Party shall provide the other Parties with notice (including the time and location) of such meeting at least twenty-four (24) hours in advance thereof.  Any Participating Party may request a meeting with an Audit External Advisor on matters that are unrelated to the Audit; provided; however, that if the matter involves evaluating Audit related issues, the requesting Participating Party must give all of the other Parties at least twenty-four (24) hours notice prior to such meeting so that such Parties can elect to participate (failure to respond to the Participating Party’s notice prior to the meeting shall constitute an election to decline participation).  No Party shall request an opinion on an Audit related issue from an Audit External Advisor unless the Audit Management Party affirmatively declines to obtain such opinion.

(iv)Each Participating Party shall have access to any written documentation in the possession of the Audit Management Party that pertains to the Audit (including any written summaries of issues that the Audit Management Party has developed in the context of evaluating the financial reporting of the Audit) and the Audit Management Party shall make such information available in Boca Raton, FL in the offices of the U.S. Audit Management Party; provided, however, that if documentation was prepared solely by or on behalf of a Party, then the documentation must relate to the joint defense of the Audit.  Such access shall be provided at such times and in such manner as the Parties agree, but no less frequently than monthly.  Copies of the documentation will be made available to the Participating Parties at their sole cost and expense.  The Audit Management Party shall undertake to use reasonable efforts to include within the written documentation described above information that is transmitted through electronic means, such as through internet e-mail.  Subject to the exceptions listed on Schedule 9.2(c)(iv), the Audit Management Party shall maintain an internet-based or other electronic document repository system (which shall be Exam

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Manager unless the Audit Management Party chooses another system in its sole discretion) for written documentation related to the Audit, and each of the Participating Parties shall be granted, if so requested, “read only” access to such repository system at such requesting Party’s own cost and expense.  Such system shall be managed and controlled by the Audit Management Party and all decisions with respect to the system (including but not limited to the documents to be posted to such system) shall be made by the Audit Management Party in its sole discretion; provided, however, that the U.S. Audit Management Party shall at a minimum post documents that relate to Audits of Tyco’s, Electronic’s and Healthcare’s Subsidiaries arising with respect to U.S. federal Income Taxes in a manner that is consistent with the U.S. Audit Management Party’s document posting practices with respect to such Audits immediately prior to the Distribution Date.  An illustrative, but not exclusive, list of the documents and other information to be made available by the Audit Management Party to the Participating Parties is set forth in Schedule 9.2(c)(iv).

(v)The Participating Parties are encouraged to provide consultation to the Audit Management Party in regards to Audit strategy and shall, upon request of the Audit Management Party, provide such consultation.  The Participating Party may elect to employ separate counsel to advise the Participating Party as additional counsel in or in connection with an Audit, but in that event, the fees and expenses of the separate counsel shall be paid solely by the Participating Party.  The Audit Management Party shall in good faith consider all advice and other input received from the Participating Parties in connection with their consultations with respect to an Audit.  However, the Audit Management Party shall retain the sole authority to make all Audit decisions.  In that regard, the Participating Parties and their separate counsels shall not be allowed to participate in any Audit-related meetings other than those described in (i) or (ii) above (unless such a meeting is attended by the personnel of a Participating Party, in which case that Participating Party may attend the meeting but may not actively participate), respond directly to a Taxing Authority conducting the Audit, or in any manner control resolution of the Audit.

(d)Change in Audit Management Party.

(i)Upon (a) the second anniversary following the Effective Time and annually on each anniversary date thereafter; (b) the expiration of the three (3) month period following a Change of Control of the Audit Management Party; or (c) the expiration of the three (3) month period following a Bankruptcy of the Audit Management Party (each of (a), (b), and (c), a “Tax Management Change Event”), a Party’s Audit Representative may call for a vote to decide whether the current Audit Management Party should be replaced by another Party by providing written notice of such vote to the other Parties thirty (30) days prior to such Tax Management Change Event (“Administration Vote Notice”).

(ii)Within fifteen (15) days after the other Parties’ receipt of an Administration Vote Notice, the Parties’ Audit Representatives shall meet together (either in person, telephonically or by other electronic means) and discuss any information that is deemed to be relevant to the Parties’ vote.  Thirty (30) days after the other Parties’ receipt of an Administration Vote Notice, the Board of Directors of each of the Parties shall submit to the other Parties a written vote identifying the one Party that it casts its vote for to be appointed the Audit Management Party.

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(iii)In the case of a vote under (ii) above, if a Party other than the current Audit Management Party receives a majority in number of the votes of the Parties, that Party (the “Elected Party”) and its Subsidiaries shall be appointed the new Audit Management Party upon delivery of written acceptance of the appointment to each other Party within five (5) days after the vote (“Acceptance Notice”).  If the Elected Party delivers the Acceptance Notice, then the Elected Party shall immediately have and assume all of the rights and obligations of the Audit Management Party under this Agreement.  Except as provided in Section 9.2(d)(iv), upon delivery of the Acceptance Notice, the Replaced Audit Management Party shall have no further rights or obligations as the Audit Management Party (other than for any expense or cost reimbursements incurred prior to its replacement).  If (a) the current Audit Management Party receives a majority in number of votes, (b) no Party receives a majority of the votes cast, or (c) the Elected Party fails to deliver the Acceptance Notice, then the Audit Management Party shall remain the Party then appointed.

(iv)If as a result of a vote under (ii) above, there is a replacement of the then appointed Audit Management Party (the “Replaced Audit Management Party”), the Replaced Audit Management Party shall use its reasonable best efforts to transition to the new Audit Management Party the administration and control of the ongoing Audits that the Replaced Audit Management Party was prior to its replacement responsible for administering and controlling pursuant to Section 9.2(a).

(v)Each Party has the exclusive right to replace its respective Audit Representative provided that such Audit Representative must be an employee of such Party or any of its Affiliate, and in the event of such replacement, the applicable Party shall provide written notice of such replacement to the other Parties.

(e)Sharing of Internal and External Costs and Expenses related to Pre-Distribution U.S. Income Tax Audits, Pre-Distribution Tyco (U.S.) Qualified Plan Tax Audits, Pre-Distribution TME Payroll Tax Audits, and Pre-Distribution Transfer Pricing Tax Audits.

(i)External Costs and Expenses.  All external costs and expenses (including all costs and expenses of calculating Taxes and other amounts payable hereunder) that are incurred by the Audit Management Party with respect to a Pre-Distribution U.S. Income Tax Audit, a Pre-Distribution Tyco (U.S.) Qualified Plan Tax Audit, a Pre-Distribution TME Payroll Tax Audit, or a Pre-Distribution Transfer Pricing Tax Audit (including any costs and expenses incurred as a result of any reporting obligations that arise out of an Audit, such as the reporting of any Audit adjustments to the various U.S. states) shall be shared on an equal one-third (1/3) basis by each of the Parties.  The Audit Management Party shall provide to the other Parties at the end of each calendar quarter an invoice for each other Party’s share of the external costs (along with supporting invoices received from the external service providers), and each other Party shall remit, within sixty (60) days after receipt of the invoice, payment of their share of the external costs to the Audit Management Party.

(ii)Internal Costs and Expenses.  The U.S. Audit Management Party shall estimate the internal costs and expenses that it expects will be incurred by the Boca Raton Audit Team (based on consistent past practices) during the period that starts on the Distribution Date and ends on the last day of the 2012 fiscal year and shall provide such estimate on Schedule 9.2(e)(ii). 

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Each of the other Parties shall pay (or shall cause its Subsidiaries to pay) the U.S. Audit Management Party, within sixty (60) days after the beginning of each fiscal year through 2012, and in the case of the fourth fiscal quarter of 2007, within sixty (60) days after the commencement of such quarter, a fixed fee equal to one-third (1/3) of the internal costs and expenses shown in the estimate provided by the U.S. Audit Management Party on Schedule 9.2(e)(ii), for such fiscal year or quarter, as applicable.  Prior to the end of fiscal year 2012, the Parties shall renegotiate this fee for succeeding periods.  No adjustment shall be made for any difference between the internal costs and expenses estimated by the U.S. Audit Management Party and the amount of such costs and expenses that are actually incurred by the U.S. Audit Management Party.  The other Parties acknowledge that they may incur internal costs and expenses related to an Audit that are not reimbursed pursuant to this Agreement and that the only internal costs and expenses that are subject to sharing and reimbursement are the internal costs and expenses incurred by the U.S. Audit Management Party as provided in Schedule 9.2(e)(ii).

(f)Treatment of Costs and Expenses related to Pre-Distribution U.S. Income Tax Audits, Pre-Distribution Tyco (U.S.) Qualified Plan Tax Audits, Pre-Distribution TME Payroll Tax Audits, and Pre-Distribution Transfer Pricing Tax Audits.  Payments borne by the Parties or any of their Subsidiaries for costs and expenses relating to Pre-Distribution U.S. Income Tax Audits, Pre-Distribution Tyco (U.S.) Qualified Plan Tax Audits, Pre-Distribution TME Payroll Tax Audits, and Pre-Distribution Transfer Pricing Tax Audits shall be treated as amounts deductible by the paying Party (or its Subsidiary) pursuant to Section 162 of the Code, and none of the Parties or any of their Subsidiaries shall take any position inconsistent with such treatment, except to the extent that a Final Determination with respect to the paying Party or its Subsidiary causes any such payment to not be so treated.

(g)Geographical Movement of Audit.  Notwithstanding anything to the contrary in this Section 9.2, (i) the Audit Management Party shall not move the administration and control of a Pre-Distribution U.S. Income Tax Audit, a Pre-Distribution Tyco (U.S.) Qualified Plan Tax Audit, or a Pre-Distribution TME Payroll Tax Audit from Boca Raton, FL without the prior consent of the other Parties; and (ii) all Pre-Distribution U.S. Income Tax Audits, Pre-Distribution Tyco (U.S.) Qualified Plan Tax Audits, Pre-Distribution TME Payroll Tax Audits, must be administered and controlled in the same location.  A vote to move the administration and control of a Pre-Distribution U.S. Income Tax Audit, a Pre-Distribution Tyco (U.S.) Qualified Plan Tax Audit, or a Pre-Distribution TME Payroll Tax Audit from Boca Raton, FL shall be made at the time and in the manner specified in Section 9.2(d).  In the event of a change in the U.S. Audit Management Party, the employees of the Boca Raton Audit Team shall have the rights set forth in Schedule 9.2(g).

(h)Power of Attorney/Officer Signature.  Each Party hereby appoints (and shall cause its Subsidiaries to appoint) the Audit Management Party (and its designated representatives) as its agent and attorney-in-fact to take the actions the Audit Management Party deems necessary or appropriate to implement the responsibilities of the Audit Management Party under this Agreement.  Each Party also shall (or shall cause its Subsidiaries to) execute and deliver to the Audit Management Party a power of attorney, substantially in the form attached hereto as Schedule 9.2(h-1), and such other documents as are reasonably requested from time to time by the Audit Management Party (or its designee).  Such other documents include, but are not limited to, documents signed by an authorized corporate officer of a Party (or a Subsidiary of

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a Party), where the Audit Management Party determines that a power of attorney is insufficient (in which case such signed documents shall not be withheld) to allow the Audit Management Party to make the necessary or appropriate filings or to take steps necessary or appropriate to the Audit Management Party’s defense, prosecution, or settlement of an Audit under this Agreement; provided, however, that (i) such power of attorney or such other documents shall not expand the rights or powers of such Audit Management Party beyond those provided by this Agreement; (ii) activities conducted under a power of attorney or such other documents are limited to the activities authorized by that power of attorney or such other documents; (iii) a power of attorney or such other documents delivered by a Party to the Audit Management Party can be revoked only with the approval of the Audit Committee of the Board of Directors of the Party to which the power of attorney or such other documents relates; and (iv) a revocation of a power of attorney or such other documents by a Party’s Audit Committee also effects the immediate revocation of all powers of attorney or such other documents granted under, or derived from, the authority of the power of attorney that is revoked by that Party’s Audit Committee.  Examples of activities for which the signature of a Party’s authorized representative could be required are set forth on Schedule 9.2(h-2).

(i)Adjustments Resulting from Redo Project.  Notwithstanding anything to the contrary herein, the Parties agree that (i) the Audit Management Party shall be authorized to submit to the IRS any and all adjustments to Income Tax Returns resulting from the Redo Project; (ii) any and all adjustments to Income Tax Returns resulting from the Redo Project shall be treated as an adjustment of Taxes arising in connection with a Final Determination with respect to a Pre-Distribution U.S. Income Tax Audit, or as a Refund of Taxes reported on an Income Tax Return that is the subject of a Pre-Distribution U.S. Income Tax Audit, as the case may be; and (iii) the Parties shall share any such adjustment to an Income Tax Return or Refund of Taxes in accordance with their Sharing Percentages pursuant to Sections 9.3(a) and 4.1(a), as applicable.

Section 9.3Payment of Audit Amounts.

(a)Pre-Distribution U.S. Income Tax Audits.  Subject to Schedule 9.3(a), in connection with any Final Determination with respect to a Pre-Distribution U.S. Income Tax Audit:

(i)Tyco shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, Healthcare, or Electronics (as the case may be) an amount equal to the Tyco Sharing Percentage of the additional Taxes due and payable as a result of such Final Determination that are attributable to a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date.

(ii)Electronics shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, Tyco, or Healthcare (as the case may be) an amount equal to the Electronics Sharing Percentage of the additional Taxes due and payable as a result of such Final Determination that are attributable to a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date.

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(iii)Healthcare shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, Tyco, or Electronics (as the case may be) an amount equal to the Healthcare Sharing Percentage of the additional Taxes due and payable as a result of such Final Determination that are attributable to a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date.

(b)Pre-Distribution Transfer Pricing Tax Audits.  In connection with any Final Determination with respect to a Pre-Distribution Transfer Pricing Tax Audit:

(i)Tyco shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, Healthcare, or Electronics (as the case may be) an amount equal to the Tyco Sharing Percentage of the additional Taxes due and payable as a result of such Final Determination that are attributable to a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date.

(ii)Electronics shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, Tyco, or Healthcare (as the case may be) an amount equal to the Electronics Sharing Percentage of the additional Taxes due and payable as a result of such Final Determination that are attributable to a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date.

(iii)Healthcare shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, Tyco, or Electronics (as the case may be) an amount equal to the Healthcare Sharing Percentage of the additional Taxes due and payable as a result of such Final Determination that are attributable to a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date.

(c)Pre-Distribution Non-Income or Non-U.S. Tax Audits.  In connection with any Final Determination with respect to a Pre-Distribution Non-Income or Non-U.S. Tax Audit:

(i)Tyco shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, Healthcare, or Electronics (as the case may be) the Tyco Allocable Audit Portion due and payable as a result of such Final Determination.

(ii)Electronics shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, Tyco, or Healthcare (as the case may be) the Electronics Allocable Audit Portion due and payable as a result of such Final Determination.

(iii)Healthcare shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, Tyco, or Electronics (as the case may be) the Healthcare Allocable Audit Portion due and payable as a result of such Final Determination.

(d)Pre-Distribution Tyco (U.S.) Qualified Plan Tax Audits.  In connection with any Final Determination with respect to a Pre-Distribution Tyco (U.S.) Qualified Plan Tax Audit:

(i)Tyco shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, Healthcare, or Electronics (as the case may be) an amount equal to

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the Tyco Sharing Percentage of the additional Taxes due and payable as a result of such Final Determination that are attributable to a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date.

(ii)Electronics shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, Tyco, or Healthcare (as the case may be) an amount equal to the Electronics Sharing Percentage of the additional Taxes due and payable as a result of such Final Determination that are attributable to a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date.

(iii)Healthcare shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, Tyco, or Electronics (as the case may be) an amount equal to the Healthcare Sharing Percentage of the additional Taxes due and payable as a result of such Final Determination that are attributable to a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date.

(e)Pre-Distribution TME Payroll Tax Audits.  In connection with any Final Determination with respect to a Pre-Distribution TME Payroll Tax Audit:

(i)Tyco shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, Healthcare, or Electronics (as the case may be) eighty-three percent (83%) of the additional Taxes due and payable as a result of such Final Determination that are attributable to a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date.

(ii)Electronics shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, Tyco, or Healthcare (as the case may be) ten percent (10%) of the additional Taxes due and payable as a result of such Final Determination that are attributable to a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date.

(iii)Healthcare shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, Tyco, or Electronics (as the case may be) seven percent (7%) of the additional Taxes due and payable as a result of such Final Determination that are attributable to a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date.

(f)Adjustments to Refunds.  Notwithstanding Section 9.3(a), (b), (c), (d), or (e), if a Final Determination with respect to an Audit includes an adjustment to a Refund previously received by one or more Parties (or their Affiliates) in accordance with Section 4.1, such Parties shall share any Taxes that become due and payable as a result of such adjustment in the same manner and proportion that the Parties shared the Refund.

(g)Payment Procedures.  In connection with any Audit that results in an amount to be paid pursuant to Section 9.3(a), (b), (c), (d), or (e), the Audit Management Party shall, within thirty (30) Business Days following a final resolution of such Audit, submit in writing to the other Parties a preliminary determination (calculated and explained in detail reasonably sufficient to enable the Parties to fully understand the basis for such determination

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and to permit such Parties and their Affiliates to satisfy their financial reporting requirements) of the portion of such amount to be paid by each of the Parties pursuant to Section 9.3(a), (b), (c), (d), (e), or (f), as applicable.  Each of the Parties and its Affiliates shall have access to all data and information necessary to calculate such amounts and the Parties and their Affiliates shall cooperate fully in the determination of such amounts.  Within twenty (20) Business Days following the receipt by a Party of the information described in this Section 9.3(g), such Party shall have the right to object only to the calculation of the amount of the payment (but not the basis for the payment) by written notice to the other Parties; such written notice shall contain such disputed item or items and the basis for its objection.  If no Party objects by proper written notice to the other Parties within the time period described in this Section 9.3(g), the calculation of the amounts due and owing from each Party shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 9.3(g).  If any Party objects by proper written notice to the other Parties within such time period, the Parties shall act in good faith to resolve any such dispute as promptly as practicable in accordance with Article XIII.  The Party or its Affiliate responsible for paying to the applicable Taxing Authority under applicable Law amounts owed pursuant to a Final Determination shall make such payments to such Taxing Authority prior to the due date for such payments.  The other Parties shall reimburse the paying Party in accordance with Article VIII for the portion of such payments for which such other Parties are liable pursuant to this Section 9.3.  The time periods specified above for submitting a preliminary determination and objecting may be shortened to a time period determined by a Majority of the Parties if these Parties ascertain that such shortened time period is necessary to meet the Audit obligations of the Parties and their Affiliates.

(h)Advance Payment of Taxes.  In the event that the Audit Management Party decides to contest the position of a Taxing Authority taken with respect to a Pre-Distribution U.S. Income Tax Audit, a Pre-Distribution Tyco (U.S.) Qualified Plan Tax Audit, a Pre-Distribution TME Payroll Tax Audit, or a Pre-Distribution Transfer Pricing Tax Audit in a forum or jurisdiction that requires the prepayment or deposit of the Taxes (or security for the Taxes) in order to contest the Taxes determined by the Taxing Authority to be due and payable, each of the other Parties must pay to the Audit Management Party its portion of such prepayment or deposit determined in accordance with this Section 9.3, and the Audit Management Party shall promptly remit such payments to the applicable Taxing Authority in accordance with such Taxing Authority’s Tax prepayment or deposit procedures, as applicable; provided, however, if any Party’s portion of such prepayment or deposit exceeds $500 million, the Parties shall only be obligated to pay their portions of such prepayment or deposit if a Majority of the Parties votes in favor of the Audit Management Party’s decision as to choice of forum or jurisdiction.  Each of the Parties shall deliver its written vote to the Audit Management Party within ten (10) days of its receipt of written notice of the Audit Management Party’s decision as to choice of forum or jurisdiction and the amount of the required prepayment or deposit.  A recoupment of all or a portion of a prepayment or deposit of Taxes resulting from a Final Determination shall be paid to the Party or Parties that contributed to such prepayment or deposit, in proportion to such contributions.  No Party shall be liable to any other Party in the event that a Final Determination does not allow for the recovery of all or a portion of a prepayment or deposit.

Section 9.4Correlative Adjustments.  If pursuant to a Final Determination there is a Correlative Adjustment attributable to a Pre-Distribution Non-Income or Non-U.S. Tax Audit that causes a Party or its Affiliate to become entitled to a tax benefit, such Party shall pay the

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amount of the Tax Benefit Actually Realized in respect to the taxable years included in the Final Determination to the Party that experiences (or whose Affiliate experiences) a tax detriment as a result of such Correlative Adjustment.

ARTICLE X

COOPERATION AND EXCHANGE OF INFORMATION

Section 10.1Cooperation and Exchange of Information.  The Parties shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement.  Such cooperation shall include, without limitation:

(a)the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;

(b)the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary);

(c)the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and

(d)the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates.

Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters.  Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared

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equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1.

Section 10.2Retention of Records.  Subject to Section 10.1, if any of the Parties or their respective Subsidiaries intends to dispose of any documentation (including, without limitation, documentation that is being retained pursuant to IRS guidelines, such as Revenue Procedure 98-25 and Revenue Procedure 97-22) relating to the Taxes of the Parties or their respective Subsidiaries for which another Party to this Agreement may be responsible pursuant to the terms of this Agreement (including, without limitation, Tax Returns, books, records, documentation, and other information, accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities), such Party shall or shall cause written notice to the other Parties describing the documentation to be destroyed or disposed of sixty (60) Business Days prior to taking such action.  The other Parties may arrange to take delivery of the documentation described in the notice at their expense during the succeeding sixty (60) day period.

ARTICLE XI

ALLOCATION OF TAX ATTRIBUTES, DUAL CONSOLIDATED LOSSES AND OTHER TAX MATTERS

Section 11.1Allocation of Tax Attributes.  Each Party shall make its own determination as to the existence and the amount of the Tax Attributes to which it is entitled after the Effective Time; provided, however, that such determination shall be made in a manner that is (a) reasonably consistent with the past practices of the Parties; (b) in accordance with the rules prescribed by applicable Law, including the Code and the Treasury Regulations; (c) consistent with the IRS Ruling, the Tax Representation Letters, and the Tax Opinions; and (d) reasonably determined by the Party to minimize the aggregate cash Tax liability of the Parties for all Pre-Distribution Tax Periods and the portion of all Straddle Tax Periods ending on the Distribution Date.  Each Party agrees to provide the other Parties with all of the information supporting the Tax Attribute determinations made by that Party pursuant to this Section 11.1.  Notwithstanding the above, the Tax Attributes listed on Schedule 11.1 shall be allocated among the Parties in the manner specified thereon.

Section 11.2Dual Consolidated Losses.  The Parties agree to (and if necessary shall cause their Subsidiaries to) use their reasonable efforts to enter into a closing agreement with the IRS as described in Treasury Regulations Section 1.1503-2(g)(2)(iv)(B)(3)(i) with respect to any “dual consolidated loss” (within the meaning of Section 1503(d) of the Code and Treasury Regulations Section 1.1503-2(c)(5)) that one or more of the Parties (or their Subsidiaries) is reasonably likely to be required to include in income as a result of the Plan of Separation.  If any dual consolidated loss that was incurred prior to the Effective Time is required to be included in the income of any Party (or its Subsidiaries) because the Parties were not able to obtain a closing agreement, the Parties shall share all Taxes that become due and payable for a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date in accordance with their Sharing Percentages.

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Section 11.3Payment for Use of Certain Tax Attributes.  If Healthcare utilizes any Tax Attribute described in Schedule 11.3 during a Tax year, resulting in a Tax Benefit Actually Realized in that year, Healthcare shall promptly notify the other Parties and shall pay each other Party, within fifteen (15) days after the realization of the Tax Benefit Actually Realized, one-third (1/3) of the amount of such Tax Benefit Actually Realized.  Healthcare shall not withhold on any payment made to a Party pursuant to this Section 11.3, provided that on or prior to the date of payment such Party provides Healthcare with an opinion of counsel that such payment should not be subject to Tax withholding.  If any Tax Attribute with respect to which payment is made pursuant to this Section 11.3 is subsequently disallowed pursuant to a Final Determination, the Parties shall share any amount owed as a result of such Final Determination that is attributable to the disallowance of such Tax Attribute in accordance with how the benefit of such Tax Attribute was shared under this Section 11.3.  Nothing in this Section 11.3 shall be deemed to impose an obligation on Healthcare to utilize or to engage in any planning to determine how to utilize the Tax Attributes described in Schedule 11.3 for any taxable year.

Section 11.4Third Party Tax Indemnities and Benefits.  Notwithstanding anything to the contrary in this Agreement, the Parties shall share in accordance with their Sharing Percentages (a) any duty or obligation (contractual or otherwise) of a Party or any of its Affiliates, and (b) any Tax benefits, in either case, that arose or is attributable to a period (or portion thereof) ending on or prior to the Distribution Date, to reimburse or be reimbursed by, as the case may be, a Person other than a Party or its Affiliates pursuant to a contractual Tax indemnity agreement entered into in conjunction with the acquisition or disposition of a business by any Party (or its Subsidiaries).  Each Party shall promptly notify the other Parties upon receiving notice of any amount to be shared pursuant to this Section 11.4.

Section 11.5Allocation of Tax Items.  All determinations (whether for purposes of preparing Tax Returns or for purposes of determining a Party’s responsibility for Taxes under this Agreement) regarding the allocation of Tax items between the portion of a Straddle Tax Period that ends on the Distribution Date and the portion of such Straddle Tax Period that begins the day after the Distribution Date shall be made pursuant to the principles of Treasury Regulations Section 1.1502-76(b) or of a corresponding provision under the Laws of the applicable taxing jurisdiction; provided, further, that Tax items may be ratably allocated to the extent provided by and pursuant to the principles of Treasury Regulations Section 1.1502-76(b)(2)(ii).  Any such allocation of Tax items shall initially be determined by Tyco.  To the extent that Electronics or Healthcare disagrees with such determination, the dispute shall be resolved pursuant to the provisions of Article XIII.

Section 11.6Pre-Distribution Tax Attributes.  In determining the amount of Taxes due and payable with regard to a Final Determination and the amounts of the Electronics Allocable Audit Portion, the Healthcare Allocable Audit Portion, and the Tyco Allocable Audit Portion, each Party agrees to take any and all actions necessary or helpful, including but not limited to making such elections, allowances or group reliefs, and those other actions described in Schedule 11.6, in order to minimize the amount of Taxes that would otherwise be due and payable by a Party (or its Subsidiaries) as a result of such Final Determination.  The Parties shall apply this Section 11.6 based on principles, including the ordering principles, similar to those described in Schedule 11.6.

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ARTICLE XII

DEFAULTED AMOUNTS

Section 12.1General.  In the event that one or more Parties defaults on its obligation to pay Distribution Taxes for which it is liable pursuant to Article V to another Party, then each non-defaulting Party shall be required to pay an equal portion of such Distribution Taxes to such other Party; provided, however, that no payment obligation shall exist under this Section 12.1 with respect to Distribution Taxes that are attributable to the Fault of one or more Parties; provided, further, that any payment of Distribution Taxes by a non-defaulting Party pursuant to this Section 12.1 shall in no way release the defaulting Party from its obligations to pay such Distribution Taxes and any non-defaulting Party may exercise any available legal remedies available against such defaulting Party; provided, further, that interest shall accrue on any such payment by a non-defaulting Party at a rate per annum equal to the then applicable Prime Rate plus four percent (4%), or the maximum legal rate, whichever is lower.  In connection with the foregoing, it is expressly understood that any defaulting Party’s rights to any amounts to be received by such defaulting Party hereunder may be used via a right of offset to satisfy, in whole or in part, the obligations of such defaulting Party to pay the Distribution Taxes (and obligations for Assumed Tyco Contingent Liabilities as such term is defined for purposes of the Separation and Distribution Agreement) that are borne by the non-defaulting Parties; such rights of offset shall be applied in favor of the non-defaulting Party or Parties in proportion to the additional amounts paid by any such non-defaulting Party or Parties.

Section 12.2Subsidiary Funding.  Without limitation of the Parties’ rights and obligations otherwise set forth in this Agreement and provided that no other Party has defaulted on any of its obligations pursuant to this Agreement, each Party agrees to provide or cause to be provided such funding as is necessary to ensure that its respective Subsidiaries are able to satisfy their respective Tax liabilities to a Taxing Authority that arise as a result of a Final Determination under Section 9.3 of this Agreement, including any such Tax liabilities that, upon default by a Party’s Subsidiary, may result in another Party’s Subsidiary paying or being required to pay the defaulted Tax liabilities to a Taxing Authority.

ARTICLE XIII

DISPUTE RESOLUTION

Section 13.1Negotiation.  In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the transactions contemplated hereby, including any claim based on contract, tort, statute or constitution (“Dispute”), the general counsels of the relevant Parties (or such other executive officers designated by the relevant Party) shall negotiate for a reasonable period of time to settle such Dispute; provided, however, that such reasonable period shall not, unless otherwise agreed by the relevant Parties in writing, exceed forty-five (45) days from the date of receipt by a Party of written notice of such Dispute (“Dispute Notice”); provided, further, that in the event of any arbitration in accordance with Section 13.2 hereof, the relevant Parties shall not assert the defenses of statute of limitations and laches arising during the period beginning after the date of

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receipt of the Dispute Notice, and any contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Dispute relates occurring after the Dispute Notice is received shall not be deemed to have passed until such Dispute has been resolved.  If the general counsels of the relevant Parties (or such other executive officers designated by the relevant Party) are unable to resolve the Dispute within forty-five (45) days from the receipt by a Party (or Parties) of a Dispute Notice (or within a different period agreed to by the relevant Parties in writing), the Dispute shall be resolved in accordance with Section 13.2(a) or Section 13.2(b) as the case may be.

Section 13.2Mediation.  If, within forty-five (45) days after receipt by a Party of a Dispute Notice, the Parties have not succeeded in negotiating a resolution of the Dispute, the Parties agree to submit the Dispute at the earliest possible date to mediation conducted in accordance with the Commercial Mediation Rules of the American Arbitration Association (“AAA”), and to bear equally the costs of the mediation.  The Parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) days or such longer period as they may mutually agree following the initial mediation session (the “Mediation Period”).

Section 13.3Arbitration.  Subject to Section 13.10, if the Dispute has not been resolved for any reason after the Mediation Period, such Dispute shall be determined, at the request of any relevant Party, by arbitration conducted in New York City, in accordance with the then-existing Commercial Arbitration Rules of the AAA, except as modified herein (the “Rules”).  There shall be three arbitrators.  If there are only two Parties to the arbitration, each Party shall appoint one arbitrator within twenty (20) days of receipt by respondent of a copy of the demand for arbitration.  The two party-appointed arbitrators shall have twenty (20) days from the appointment of the second arbitrator to agree on a third arbitrator who shall chair the arbitral tribunal.  If there are three Parties to the arbitration, such Parties shall each appoint one arbitrator within twenty (20) days of receipt by respondent of a copy of the demand for arbitration.  Any arbitrator not timely appointed by the Parties under this Section 13.3 shall be appointed by the AAA in accordance with the listing, ranking and striking method in the Rules, and in any such procedure, each Party shall be given a limited number of strikes, excluding strikes for cause.  Any controversy concerning whether a Dispute is arbitrable, whether arbitration has been waived, whether a Party to or assignee of this Agreement is bound to arbitrate, or as to the interpretation, applicability or enforceability of this Article XIII shall be determined by the arbitrators.  In resolving any Dispute, the Parties intend that the arbitrators shall apply applicable Tax Laws and the substantive Laws of the State of New York, without regard to any choice of Law principles thereof that would mandate the application of the Laws of another jurisdiction.  The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the arbitrators shall be final and binding on the Parties.  The Parties agree to comply and cause the members of their applicable Group to comply with any award made in any such arbitration proceedings and agree to enforcement of or entry of judgment upon such award, in any court of competent jurisdiction, including but not limited to (a) the Supreme Court of the State of New York, New York County, or (b) the United States District Court for the Southern District of New York.  The arbitrators shall be entitled, if appropriate, to award any remedy in such proceedings in accordance with the terms of this Agreement and applicable Law, including monetary damages, specific performance and all other forms of legal and equitable relief; provided, however, the arbitrators shall not be entitled to

49

award punitive, exemplary, treble or any other form of non-compensatory damages unless in connection with indemnification for a third-party claim (and in such a case, only to the extent awarded in such third-party claim).

Section 13.4Arbitration with Respect to Monetary Damages.  Subject to Section 13.10, in the event the Dispute involves (a) valuation of a liability under this Agreement, (b) an amount in controversy in a Dispute, or (c) an amount of damages following a determination of liability, the arbitration shall proceed in the following manner:  Each Party shall submit to the arbitrators and exchange with each other, on a schedule to be determined by the arbitrators, a proposed valuation, amount or damages, as the case may be, together with a statement, including all supporting documents or other evidence upon which it relies, setting forth such Party’s explanation as to why its proposal is reasonable and appropriate.  The arbitrators, within fifteen (15) days of receiving such proposals and supporting documents, shall choose between the proposals and shall be limited to awarding only one of the proposals submitted.

Section 13.5Arbitration Period.  Any arbitration proceeding shall be concluded in a maximum of six (6) months from the commencement of the arbitration.  The Parties involved in the proceeding may agree in writing to extend the arbitration period if necessary to appropriately resolve the Dispute.

Section 13.6Treatment of Negotiations, Mediation, and Arbitration.  Without limiting the provisions of the Rules, unless otherwise agreed in writing by or among the relevant Parties or permitted by this Agreement, the relevant Parties shall keep, and shall cause the members of their applicable Group to keep, confidential all matters relating to and any negotiation, mediation, conference, arbitration, discussion, or arbitration award pursuant to this Article XIII shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules; provided, however, that such matters may be disclosed (i) to the extent reasonably necessary in any proceeding brought to enforce the award or for entry of a judgment upon the award and (ii) to the extent otherwise required by Law or stock exchange.  Nothing said or disclosed, nor any document produced, in the course of any negotiations, conferences, and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration.  Nothing contained herein is intended to or shall be construed to prevent any Party from applying to any court of competent jurisdiction for interim measures or other provisional relief in connection with the subject matter of any Disputes.  Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the Parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitral tribunal’s orders to that effect.

Section 13.7Continuity of Service and Performance.  Unless otherwise agreed in writing, the Parties will continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Article XIII with respect to all matters not subject to such dispute resolution.

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Section 13.8Costs.  Except as otherwise may be provided in this Agreement, the costs of any arbitration pursuant to this Article XIII shall be borne by the losing Party or Parties in such proportion as the arbitrator or arbitrators determine based on the facts and circumstances.

Section 13.9Consolidation.  The arbitrators may consolidate an arbitration under this Agreement with any arbitration arising under or relating to the Ancillary Agreements or any other agreement between the Parties entered into pursuant hereto, as the case may be, if the subject of the Disputes thereunder arise out of or relate essentially to the same set of facts or transactions.  Such consolidated arbitration shall be determined by the arbitrator appointed for the arbitration proceeding that was commenced first in time.

Section 13.10Exception to Arbitration.  Notwithstanding anything in this Article XIII to the contrary, in the event that the matters described on Schedule 13.10 have been fully and finally completed, including the exhaustion of all appeals, if the Dispute has not been resolved for any reason after the Mediation Period, such Dispute may be subject to litigation in accordance with Sections 14.15 and 14.17.

ARTICLE XIV

MISCELLANEOUS

Section 14.1Counterparts; Facsimile Signatures.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties.  For purposes of this Agreement, facsimile signatures shall be deemed originals.

Section 14.2Survival.  Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement and each Ancillary Agreement shall survive the Distribution Date and remain in full force and effect in accordance with their applicable terms; provided, however, that all indemnification for Taxes shall survive until ninety (90) days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, of the Tax that gave rise to the indemnification; provided, further, that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.

Section 14.3Notices.  All notices, requests, claims, demands, and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service), or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 14.3):

To Tyco:

Tyco International Ltd.

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c/o Tyco International (US) Inc.

9 Roszel Road

Princeton, New Jersey 08540

Attn: General Counsel

Facsimile: (609) 720-4208

To Healthcare:

Covidien Ltd.

15 Hampshire Street

Mansfield, Massachusetts  02048

Attn:  General Counsel

Facsimile: (508) 261-8544

To Electronics:

Tyco Electronics Ltd.

1050 Westlakes Drive

Berwyn, Pennsylvania

Attn:  General Counsel

Facsimile: (610) 893-9646

Section 14.4Waivers and Consents.  The failure of any Party to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.  Any consent required or permitted to be given by any Party to the other Parties under this Agreement shall be in writing and signed by the Party giving such consent.

Section 14.5Amendments.  Subject to the terms of Section 14.8 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.

Section 14.6Assignment.  Except as otherwise provided for in this Agreement, this Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Parties, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided, however, that a Party may assign this Agreement in connection with a merger transaction in which such Party is not the surviving entity or the sale by such Party of all or substantially all of its Assets; provided, further, that the surviving entity of such merger or the transferee of such Assets shall agree in writing, reasonably satisfactory to the other Parties, to be bound by the terms of this Agreement as if named as a “Party” hereto.

Section 14.7Successors and Assigns.  The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted transferees and assigns; provided, however, that in no event shall a Party’s right to vote on a matter set forth herein be construed to permit any duplication of a Party’s vote by a successor, assignee, or other

52

transferee.  The Parties acknowledge that it is their intention to permit no more than three (3) parties to vote on any matter set forth herein.

Section 14.8Certain Termination and Amendment Rights.  This Agreement (including indemnification obligations hereunder) may be terminated and each Distribution may be amended, modified or abandoned at any time prior to the Distribution Date by and in the sole discretion of Tyco without the approval of Healthcare or Electronics or the stockholders of Tyco.  In the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person.

Section 14.9No Circumvention.  The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).

Section 14.10Subsidiaries.  Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party on and after the Distribution Date.

Section 14.11Third Party Beneficiaries.  This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 14.12Title and Headings.  Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 14.13Exhibits and Schedules.  The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 14.14Governing Law.  This Agreement shall be governed by and construed in accordance with the internal Laws, and not the Laws governing conflicts of Laws (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law), of the State of New York.

Section 14.15Consent to Jurisdiction.  Subject to the provisions of Article XIII, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York (the “New York Courts”), for the purposes of any suit, action, or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Article XIII or to prevent irreparable harm, and to the non-exclusive jurisdiction of the New York Courts for the enforcement of any award issued there under.  Each of the Parties further

53

agrees that service of any process, summons, notice, or document by U.S. registered mail to such Party’s respective address set forth above shall be effective service of process for any action, suit, or proceeding in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this Section 14.15.  Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit, or proceeding arising out of this Agreement or the transactions contemplated hereby in the New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 14.16Specific Performance.  The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms.  Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at Law or in equity.

Section 14.17Waiver of Jury Trial.  EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.17.

Section 14.18Force Majeure.  No Party (or any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of Force Majeure (as defined in the Separation and Distribution Agreement).  A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event:  (a) notify the other applicable Parties of the nature and extent of any such Force Majeure condition and (b) use due diligence to remove any such causes and resume performance under this Agreement as soon as feasible.

Section 14.19Construction.  The Parties have participated jointly in the negotiation and drafting of this Agreement.  This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 14.20Changes in Law.

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(a)Any reference to a provision of the Code, Treasury Regulations, or a Law of another jurisdiction shall include a reference to any applicable successor provision or Law.

(b)If, due to any change in applicable Law or regulations or their interpretation by any court of Law or other governing body having jurisdiction subsequent to the date hereof, performance of any provision of this Agreement or any transaction contemplated hereby shall become impracticable or impossible, the Parties hereto shall use their commercially reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

Section 14.21Authority.  Each of the Parties hereto represents to each of the other Parties that (a) it has the corporate power (corporate or otherwise) and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other action, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid, and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting creditors’ rights generally and general equity principles.

Section 14.22Severability.  If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof.  The Parties shall engage in good faith negotiations to replace any provision which is declared invalid, illegal, or unenforceable with a valid, legal, and enforceable provision, the economic effect of which comes as close as possible to that of the invalid, illegal, or unenforceable provision which it replaces.

Section 14.23Tax Sharing Agreements.  All Tax sharing, indemnification and similar agreements, written or unwritten, as between any of the Parties or their respective Subsidiaries, on the one hand, and any other Party or its respective Subsidiaries, on the other hand (other than this Agreement or in any other Ancillary Agreement), shall be or shall have been terminated as of the Distribution Date and, after the Distribution Date, none of such Parties (or their Subsidiaries) to any such Tax sharing, indemnification or similar agreement shall have any further rights or obligations under any such agreement.  Notwithstanding the foregoing, the Parties agree that in the event that a Party or its Subsidiary is required under applicable Tax Law to make a Tax payment in excess of $250,000 with respect to a Pre-Distribution Tax Period or a Straddle Tax Period to another Party or that other Party’s Subsidiary solely as a result of having been a member of a non-U.S. Tax Group, such first Party shall (or shall cause its Subsidiary to) make such payment to such other Party (or its Subsidiary), subject to the relevant Parties’ agreement (a) as to the most cost efficient means of effecting such payment, and (b) to share any incremental costs arising as a result of such payment; provided, however, that any such means of payment shall place the Parties in the same economic position that would have been achieved if such payment were made immediately prior to the Distributions; provided further, that if the relevant Parties cannot agree on a means of payment within thirty (30) days from the date on which all relevant Parties have notice of the payment obligation, then the item shall be extinguished without further action.

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Section 14.24Exclusivity.  Except as specifically set forth in the Separation and Distribution Agreement or any other Ancillary Agreement, all matters related to Taxes or Tax Returns of the Parties and their respective Subsidiaries shall be governed exclusively by this Agreement.  In the event of a conflict between this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement with respect to such matters, this Agreement shall govern and control.

Section 14.25No Duplication; No Double Recovery.  Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation, or recovery with respect to any matter arising out of the same facts and circumstances.

[Signature Page Follows]

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Schedule 13.10

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written.

TYCO INTERNATIONAL LTD.
By:	John S. Jenkins, Jr.
Name:	John S. Jenkins, Jr.
Title:	Vice President and Secretary
COVIDIEN LTD.
By:	John W. Kapples
Name:	John W. Kapples
Title:	Vice President and Assistant Secretary
TYCO ELECTRONICS LTD.
By:	Harold G. Barksdale
Name:	Harold G. Barksdale
Title:	Vice President & Assistant Secretary

1

EX-10.2

Exhibit 10.2

GUARANTOR ASSUMPTION AGREEMENT

Guarantor Assumption Agreement
(Electronics Businesses)

This Assignment and Assumption Agreement (Electronics Businesses) (this “Agreement”) is made and dated as of June 29, 2007, by and between Tyco International Ltd., a Bermuda company (the “Assignor”), and Tyco Electronics Ltd., a Bermuda company (the “Assignee”).

RECITALS

A.            The Assignor is a party to the 364-Day Senior Bridge Loan Agreement (Electronics Businesses) dated as of April 25, 2007 among Tyco International Group S.A., Tyco Electronics Group S.A., the Assignor, the Assignee, the lenders party thereto and Bank of America, N.A., as administrative agent for such lenders (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B.            The Credit Agreement contemplates that the Assignor and the Assignee shall execute and deliver this Agreement.

NOW, THEREFORE, in accordance with the foregoing premises and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.  Assignment and Assumption.  Assignor hereby assigns and transfers to the Assignee and the Assignee hereby accepts and assumes from the Assignor, all of the right, title, interest, obligations and duties of the Assignor in, to and under the Credit Agreement, effective as of the date of this Agreement (the “Effective Date”).

2.  Guarantor.  The Assignee hereby confirms that, as of the Effective Date, automatically and without further action of any party, (i) the Assignee shall be a party to the Credit Agreement in place of the Assignor in all respects, (ii) the Assignee shall assume, in full, all of the obligations and duties of the “Guarantor” under the Credit Agreement, (iii) the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement and (iv) all of the terms and conditions of the Guarantee set forth in Article VIII of the Credit Agreement are ratified and confirmed in all respects.

3.  Representations and Warranties.  The Assignee hereby represents and warrants to the Assignor and the Credit Agreement Parties that the representations and warranties set forth in

Sections 3.01, 3.02, 3.03, 3.06 and 3.11 of the Credit Agreement are true and correct as of the Effective Date with respect to it as an Obligor.

4.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

5.  Beneficiaries.  This Agreement is intended to be solely for the benefit of the parties hereto and the parties to the Credit Agreement and their respective successors and assigns (collectively, the “Credit Agreement Parties”) and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the Credit Agreement Parties.

6.  Website.  The Assignee hereby designates www.tycoelectronics.com as its website for the purposes of Section 5.01 of the Credit Agreement.

7.  Counterparts.  This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same instrument.

[Remainder of page intentionally left blank; Signature pages follow.]

2

[Signature Page to Guarantor Assumption Agreement
(Electronics - Bridge Loan Agreement)]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.

ASSIGNOR:
TYCO INTERNATIONAL LTD.
By:	/s/ Christopher Coughlin
	Name:  Christopher Coughlin
	Title:    EVP & CFO
ASSIGNEE:
TYCO ELECTRONICS LTD.
By:
	Name:
	Title:

[Signature Page to Guarantor Assumption Agreement
(Electronics - Bridge Loan Agreement)]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.

ASSIGNOR:
TYCO INTERNATIONAL LTD.
By:
	Name:
	Title:
ASSIGNEE:
TYCO ELECTRONICS LTD.
By:	/s/ Terrence Curtain
	Name: Terrence Curtain
	Title:   EVP & CFO

EX-10.3

Exhibit 10.3

GUARANTOR ASSUMPTION AGREEMENT

(Electronics Businesses)

This Assignment and Assumption Agreement (Electronics Businesses) (this “Agreement”) is made and dated as of June 29, 2007, by and between Tyco International Ltd., a Bermuda company (the “Assignor”), and Tyco Electronics Ltd., a Bermuda company (the “Assignee”).

RECITALS

A.            The Assignor is a party to the Five-Year Senior Credit Agreement dated as of April 25, 2007 among Tyco Electronics Group S.A., the Assignor, the Assignee, the lenders party thereto and Bank of America, N.A., as administrative agent for such lenders (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B.            The Credit Agreement contemplates that the Assignor and the Assignee shall execute and deliver this Agreement.

NOW, THEREFORE, in accordance with the foregoing premises and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.  Assignment and Assumption.  Assignor hereby assigns and transfers to the Assignee and the Assignee hereby accepts and assumes from the Assignor, all of the right, title, interest, obligations and duties of the Assignor in, to and under the Credit Agreement, effective as of the date of this Agreement (the “Effective Date”).

2.  Guarantor.  The Assignee hereby confirms that, as of the Effective Date, automatically and without further action of any party (i) the Assignee shall be a party to the Credit Agreement in place of the Assignor in all respects, (ii) the Assignee shall assume, in full, all of the obligations and duties of the “Guarantor” under the Credit Agreement, (iii) the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement and (iv) all of the terms and conditions of the Guarantee set forth in Article VIII of the Credit Agreement are ratified and confirmed in all respects.

3.  Representations and Warranties.  The Assignee hereby represents and warrants to the Assignor and the Credit Agreement Parties that the representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.06 and 3.11 of the Credit Agreement are true and correct as of the Effective Date with respect to it as an Obligor.

4.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

5.  Beneficiaries.  This Agreement is intended to be solely for the benefit of the parties hereto and the parties to the Credit Agreement and their respective successors and assigns (collectively, the “Credit Agreement Parties”) and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the Credit Agreement Parties.

6.  Website.  The Assignee hereby designates www.tycoelectronics.com as its website for the purposes of Section 5.01 of the Credit Agreement.

7.  Counterparts.  This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same instrument.

[Remainder of page intentionally left blank; Signature pages follow.]

2

[Signature Page to Guarantor Assumption Agreement (Electronics Revolver)]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.

ASSIGNOR:
TYCO INTERNATIONAL LTD.
By:	/s/ Christopher Coughlin
	Name:  Christopher Coughlin
	Title:    EVP & CFO
ASSIGNEE:
TYCO ELECTRONICS LTD.
By:
	Name:
	Title:

[Signature Page to Guarantor Assumption Agreement (Electronics Revolver)]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.

ASSIGNOR:
TYCO INTERNATIONAL LTD.
By:
	Name:
	Title:
ASSIGNEE:
TYCO ELECTRONICS LTD.
By:	/s/ Terrence R. Curtin
	Name:	Terrence R. Curtin
	Title:	Executive Vice President and Chief Financial Officer

EX-10.4

Exhibit 10.4

GUARANTOR ASSUMPTION AGREEMENT

Guarantor Assumption Agreement
(Healthcare Businesses)

This Assignment and Assumption Agreement (Healthcare Businesses) (this “Agreement”) is made and dated as of June 29, 2007, by and between Tyco International Ltd., a Bermuda company (the “Assignor”), and Covidien Ltd., a Bermuda company (the “Assignee”).

RECITALS

A.            The Assignor is a party to the 364-Day Senior Bridge Loan Agreement (Healthcare Businesses) dated as of April 25, 2007 among Tyco International Group S.A., Covidien International Finance S.A., the Assignor, the Assignee, the lenders party thereto and Citibank, N.A., as administrative agent for such lenders (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B.            The Credit Agreement contemplates that the Assignor and the Assignee shall execute and deliver this Agreement.

NOW, THEREFORE, in accordance with the foregoing premises and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. Assignor hereby assigns and transfers to the Assignee and the Assignee hereby accepts and assumes from the Assignor, all of the right, title, interest, obligations and duties of the Assignor in, to and under the Credit Agreement, effective as of the date of this Agreement (the “Effective Date”).

2. Guarantor. The Assignee hereby confirms that, as of the Effective Date, automatically and without further action of any party, (i) the Assignee shall be a party to the Credit Agreement in place of the Assignor in all respects, (ii) the Assignee shall assume, in full, all of the obligations and duties of the “Guarantor” under the Credit Agreement, (iii) the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement and (iv) all of the terms and conditions of the Guarantee set forth in Article VIII of the Credit Agreement are ratified and confirmed in all respects.

3. Representations and Warranties. The Assignee hereby represents and warrants to the Assignor and the Credit Agreement Parties that the representations and warranties set forth in

Sections 3.01, 3.02, 3.03, 3.06 and 3.11 of the Credit Agreement are true and correct as of the Effective Date with respect to it as an Obligor.

4. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

5. Beneficiaries. This Agreement is intended to be solely for the benefit of the parties hereto and the parties to the Credit Agreement and their respective successors and assigns (collectively, the “Credit Agreement Parties”) and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the Credit Agreement Parties.

6. Website. The Assignee hereby designates www.covidien.com as its website for the purposes of Section 5.01 of the Credit Agreement.

7. Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same instrument.

[Remainder of page intentionally left blank; Signature pages follow.]

2

[Signature Page to Guarantor Assumption Agreement

(Healthcare - - Bridge Loan Agreement)]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.

ASS1GNOR:
TYCO INTERNATIONAL LTD.
By:	/s/ Christopher Coughlin
	Name:	Christopher Coughlin
	Title:	EVP & CFO
ASSIGNEE:
COVIDIEN LTD.
By:	/s/ Charles J. Dockendorff
	Name:	Charles J. Dockendorff
	Title:	EVP & CFO

EX-10.5

Exhibit 10.5

GUARANTOR ASSUMPTION AGREEMENT

(Healthcare Businesses)

This Assignment and Assumption Agreement (Healthcare Businesses) (this “Agreement”) is made and dated as of June 29, 2007, by and between Tyco International Ltd., a Bermuda company (the “Assignor”), and Covidien Ltd., a Bermuda company (the “Assignee”).

RECITALS

A.            The Assignor is a party to the Five-Year Senior Credit Agreement dated as of April 25, 2007 among Covidien International Finance S.A., the Assignor, the Assignee, the lenders party thereto and Citibank, N.A., as administrative agent for such lenders (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B.            The Credit Agreement contemplates that the Assignor and the Assignee shall execute and deliver this Agreement.

NOW, THEREFORE, in accordance with the foregoing premises and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.   Assignment and Assumption. Assignor hereby assigns and transfers to the Assignee and the Assignee hereby accepts and assumes from the Assignor, all of the right, title, interest, obligations and duties of the Assignor in, to and under the Credit Agreement, effective as of the date of this Agreement (the “Effective Date”).

2.   Guarantor. The Assignee hereby confirms that, as of the Effective Date, automatically and without further action of any party (i) the Assignee shall be a party to the Credit Agreement in place of the Assignor in all respects, (ii) the Assignee shall assume, in full, all of the obligations and duties of the “Guarantor” under the Credit Agreement, (iii) the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement and (iv) all of the terms and conditions of the Guarantee set forth in Article VIII of the Credit Agreement are ratified and confirmed in all respects.

3.   Representations and Warranties. The Assignee hereby represents and warrants to the Assignor and the Credit Agreement Parties that the representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.06 and 3.11 of the Credit Agreement are true and correct as of the Effective Date with respect to it as an Obligor.

4.   Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

5.   Beneficiaries. This Agreement is intended to be solely for the benefit of the parties hereto and the parties to the Credit Agreement and their respective successors and assigns (collectively, the “Credit Agreement Parties”) and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the Credit Agreement Parties.

6.   Website. The Assignee hereby designates www.covidien.com as its website for the purposes of Section 5.01 of the Credit Agreement.

7.   Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same instrument.

[Remainder of page intentionally left blank; Signature pages follow.]

2

[Signature Page to Guarantor Assumption Agreement (Healthcare Revolver)]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.

ASS1GNOR:
TYCO INTERNATIONAL LTD.
By:	/s/ Christopher Coughlin
	Name:	Christopher Coughlin
	Title:	EVP & CFO
ASSIGNEE:
COVIDIEN LTD.
By:	/s/ Charles J. Dockendorff
	Name:	Charles J. Dockendorff
	Title:	EVP & CFO

EX-10.6

Exhibit 10.6

Tyco International Ltd
2004 Stock and Incentive Plan

TERMS AND CONDITIONS

OF

OPTION AWARD

OPTION AWARD made in Princeton, New Jersey, as of July 2, 2007 (the “Grant Date”).

1.             Grant of Option.  Tyco International Ltd. (the “Company”) has granted you an Option to purchase Shares of Common Stock of the Company, as described in the grant notification letter issued to you (“Grant Letter”), subject to the provisions of these Terms and Conditions.  This Option is a Non-Qualified Option.

2.             Exercise Price.  The purchase price of the Shares covered by the Option is set forth in your Grant Letter.

3.             Vesting.  Except in the event of your Normal Retirement (Termination of Employment on or after age 60 if the sum of your age and full years of service with the Company is at least 70), Retirement (Termination of Employment on or after age 55 if the sum of your age and full years of service with the Company is at least 60), Termination of Employment, Death, Disability or a Change in Control, the Option will become exercisable in cumulative installments as follows: one fourth (1/4) of the Shares specified in your Grant Letter, one (1) year from the Grant Date; an additional one fourth (1/4) of the Shares, two (2) years from the Grant Date; an additional one fourth (1/4) of the Shares, three (3) years from the Grant Date; and the remaining one fourth (1/4), four (4) years from the Grant Date.  Your vested right will be calculated on the anniversary of the Grant Date.  No credit will be given for periods following Termination of Employment, except as specifically provided herein.

4.             Term of Option.  Unless the Option has been terminated or cancelled on an earlier date, the Option must be exercised prior to the close of the New York Stock Exchange (“NYSE”) on the day prior to the 10th anniversary of the Grant Date.  If the NYSE is not open for business on the expiration date specified, the Option will expire at the close of the NYSE’s next business day.

5.             Payment of Exercise Price.  You may pay the Exercise Price by cash, certified check, bank draft, wire transfer or postal or express money order. Alternatively, payment may be made by one or more of the following methods: (i) delivering to the Company a properly executed exercise notice, together with irrevocable instructions to a broker to deliver promptly (within the typical settlement cycle for the sale of equity securities on the relevant trading market, or otherwise in accordance with Regulation T issued by the Federal Reserve Board) to the Company sale or loan proceeds adequate to satisfy the portion of the Exercise Price being so paid; (ii) if expressly approved by the Board of Directors, tendering to the Company (by physical delivery or attestation) certificates of Common Stock that you have held for six (6) months or longer (unless the Compensation and Human Resources Committee (the “Committee”), in its

discretion, waives this 6-month period) and that have an aggregate Fair Market Value as of the day prior to the date of exercise equal to the portion of the Exercise Price being so paid; or (iii) if such form of payment is expressly authorized by the Board of Directors or the Committee, instructing the Company to withhold Shares that would otherwise be issued were the Exercise Price to be paid in cash and that have an aggregate Fair Market Value as of the date of exercise equal to the portion of the Exercise Price being so paid.  Notwithstanding the foregoing, you may not tender any form of payment that the Company determines, in its sole and absolute discretion, could violate any law or regulation. You are not required to purchase all Shares subject to the Option at one time, but you must pay the full Exercise Price for all Shares that you elect to purchase before they will be delivered.

6.             Exercise of Option.  Subject to these Terms and Conditions, the Option may be exercised by contacting UBS Financial Services Inc. at 877-                       if calling from within the U.S. or 001-                            if calling from outside the U.S., or such other stock option administrator as is selected by the Company.  If the Option is exercised after your death, the Company will deliver Shares only after the Committee has determined that the person exercising the Option is the duly appointed executor or administrator of your estate or the person to whom the Option has been transferred by your will or by the applicable laws of descent and distribution.

7.             Retirement, Termination of Employment, Disability or Death.  The Option will vest and remain exercisable as set forth below (or as set forth in paragraph 8, 9 or 10 as applicable), in the case of Termination of Employment, Retirement, Normal Retirement, Disability or Death:

Event	Vesting	Exercise
Voluntary Termination of Employment (other than Retirement or Normal Retirement)	Unvested Awards are forfeited as of Termination of Employment.	Vested Awards expire on earlier of (i) original expiration date, or (ii) 90 days after Termination of Employment.
Involuntary Termination of Employment not for Cause	Unvested Awards are forfeited as of Termination of Employment, except as otherwise provided in paragraph 9 or 10.	Vested Awards expire on earlier of (i) original expiration date, or (ii) 90 days after Termination of Employment, except as otherwise provided in paragraph 9 or 10.
Involuntary Termination of Employment for Cause	Unvested Awards are immediately forfeited as of Termination of Employment.	Vested Awards are immediately cancelled upon Termination of Employment.

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Retirement (as defined in paragraph 3)	Unvested Awards are forfeited if your Retirement occurs less than 12 months after the Grant Date. On or after the 1st anniversary of the Grant Date, Awards vest pro rata based on the number of full years of service you complete commencing on the Grant Date and ending on your Termination of Employment (with an offset for shares previously vested).	Vested Awards expire earlier of (i) original expiration date, or (ii) 3 years after Termination of Employment.
Normal Retirement (as defined in paragraph 3)	Unvested Awards are forfeited if your Normal Retirement occurs less than 12 months after the Grant Date. On or after the 1st anniversary of the Grant Date, Awards become fully vested as of your Termination of Employment	Vested Awards expire earlier of (i) original expiration date, or (ii) 3 years after your Termination of Employment.
Disability or Death	Unvested Awards become fully vested as of your Termination of Employment.	Vested Awards expire earlier of (i) original expiration date, or (ii) 3 years after your Termination of Employment.

Termination of Employment means the date of cessation of an Employee’s employment relationship with the Company or a subsidiary for any reason, with or without Cause, as determined by the Company. The Severance & Retention Plan for Headquarters Group Move Program shall not apply to this Award.

8.             Change in Control.  In the event of a Change in Control, as defined in the Plan document, your Option will immediately become fully vested.  Your Option will expire on the earlier of (i) the original expiration date or (ii) three (3) years from your Termination of Employment following the date of Change in Control.

9.             Termination of Employment as a Result of Divestiture or Outsourcing.  Notwithstanding provisions to the contrary in paragraph 7, if your involuntary Termination of Employment other than for Cause is as a result of a Disposition of Assets, Disposition of a

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Subsidiary or Outsourcing Agreement, your Option Award will vest on a pro-rata basis based on (i) the number of whole months completed from Grant Date through the closing date of the applicable transaction over the original number of months of the vesting period, times (ii) the total number of shares awarded under the Option minus (iii) the number of shares previous vested. The vested portion of your Option Award will expire on the earlier of the original expiration date of the Award or three (3) years after the date of your Termination of Employment.

Notwithstanding the foregoing, you shall not be eligible for such pro-rata vesting and extended expiration date if, (i) your Termination of Employment occurs on or prior to the closing date of such Disposition of Assets or Disposition of a Subsidiary, as applicable, or on such later date as is specifically provided in the applicable transaction agreement or related agreements, or on the effective date of such Outsourcing Agreement applicable to you (the “Applicable Employment Date”), and (ii) you are offered Comparable Employment with the buyer, successor company or outsourcing agent, as applicable, but do not commence such employment on the Applicable Employment Date.

For purposes of this section 9, (i) “Comparable Employment” is defined as employment at a base salary rate and bonus target that is at least equal to the base salary rate and bonus target in effect immediately prior to your termination of employment and at a location that is no more than 50 miles from your job location in effect immediately prior to your termination of employment; (ii) “Disposition of Assets” shall mean the disposition by the Company or a Subsidiary of all or a portion of the assets used by the Company or Subsidiary in a trade or business to an unrelated corporation or entity; (iii) “Disposition of a Subsidiary” shall mean the disposition by the Company or a Subsidiary of its interest in a subsidiary or controlled entity to an unrelated individual or entity, provided that such subsidiary or entity ceases to be an affiliated company as a result of such disposition; and (iv) “Outsourcing Agreement” shall mean a written agreement between the Company or a Subsidiary and an unrelated third party (“Outsourcing Agent”) pursuant to which (a) the Company transfers the performance of services previously performed by employees of the Company or Subsidiary to the Outsourcing Agent, and (b) the Outsourcing Agreement includes an obligation of the Outsourcing Agent to offer employment to any employee whose employment is being terminated as a result of or in connection with said Outsourcing Agreement.

10.           Termination of Employment — Executives.  If (i) your Termination of Employment occurs twelve months or later after the Grant Date, (ii) upon your Termination of Employment you are a Section 16 Officer or employed in a job classification Band 1 or Band 2, and (iii) you are involuntarily terminated for reasons other than Cause, you will continue to vest in any portion of your Award that had not vested as of the date of your Termination of Employment for a period of twelve months following your termination date, and, the vested portion of your Award will expire on the earlier of (i) the original expiration date of the Award or (ii) twelve months after the date of your Termination of Employment or such later date as is applicable under paragraph 7.  If you Termination of Employment occurs less than twelve

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months after the Grant Date your unvested Options will be forfeited as of your Termination of Employment.

11.           Withholdings.  The Company will have the right, prior to the issuance or delivery of any Shares in connection with the exercise of the Option, to withhold or demand from you the amount necessary to satisfy applicable tax requirements, as determined by the Committee.  The methods described in paragraph 5 may also be used to pay your withholding tax obligation.

12.           Transfer of Option.  You may not transfer the Option or any interest in the Option except by will or the laws of descent and distribution.  Notwithstanding the foregoing, you may transfer the Option to members of your immediate family or to one or more trusts for the benefit of family members or to one or more partnerships in which the family members are the only partners, provided that (i) you do not receive any consideration for the transfer, (ii) you furnish the Committee or its designee with detailed written notice of the transfer at least three (3) business days in advance, and (iii) the Committee or its designee consents in writing.  For this purpose, “family member” means any spouse, children, grandchildren, parents, grandparents, siblings, nieces, nephews and grandnieces and grandnephews, including adopted, in-laws and step family members. Any Option transferred pursuant to this provision will continue to be subject to the same terms and conditions that were applicable to the Option immediately prior to transfer.  The Option may be exercised by the transferee only to the same extent that you could have exercised the Option had no transfer occurred.

13.           Covenant; Forfeiture of Award; Agreement to Reimburse Company.

(a)           If you have been terminated for Cause, including without limitation a termination as a result of your violation of the Company’s Code of Ethical Conduct, any outstanding vested or unvested stock options shall be immediately rescinded and you will forfeit any rights you have with respect to those Options.  In addition, you hereby agree and promise immediately to deliver to the Company, Shares (or, in the discretion of the Committee, cash) equal in value to the amount of any profit you realized upon an exercise of the Option during the period beginning six (6) months prior to your Termination of Employment and ending on the 6 month anniversary of your Termination of Employment.

(b)           If the Committee determines, in its sole discretion, that at any time after the Grant Date and prior to the second anniversary of your Termination of Employment you (i) disclosed business confidential or proprietary information related to any business of the Company or Subsidiary or (ii) have entered into an employment or consultation arrangement (including any arrangement for employment or service as an agent, partner, stockholder, consultant, officer or director) with any entity or person engaged in a business and (a) such employment or consultation arrangement would likely (in the sole judgment of the Committee) result in the disclosure of business confidential or proprietary information related to any business of the Company or a Subsidiary to a business that is competitive with any Company or Subsidiary business as to which you have had access to business strategic or confidential information, and (b) the Committee has not approved the arrangement in writing, then any Option that you have not exercised (whether vested or unvested) will immediately be rescinded,

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and you will forfeit any rights you have with respect to these Options as of the date of the Committee’s determination.

14.           Adjustments.  In the event of any stock split, reverse stock split, dividend or other distribution (whether in the form of cash, Shares, other securities or other property), extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of Shares or other securities, the issuance of warrants or other rights to purchase Shares or other securities, or other similar corporate transaction or event, the Committee shall adjust the number and kind of Shares covered by the Option, the Exercise Price and other relevant provisions to the extent necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be provided by the Option.  Any such determinations and adjustments made by the Committee will be binding on all persons.

15.           Restrictions on Exercise.  Exercise of the Option is subject to the conditions that, to the extent required at the time of exercise, (a) the Shares covered by the Option will be duly listed, upon official notice of issuance, upon the NYSE, and (b) a Registration Statement under the Securities Act of 1933 with respect to the Shares will be effective or an exemption from registration will apply.  The Company will not be required to deliver any Common Stock until all applicable federal and state laws and regulations have been complied with and all legal matters in connection with the issuance and delivery of the Shares have been approved by counsel of the Company.  Notwithstanding this Statement of Terms and Conditions, Optionee may exercise the Option only pursuant to the “broker-assisted cashless exercise” method described in Section 5(i) of this Statement of Terms and conditions if so restricted by local law at the time of exercise.

16.           Disposition of Securities.  By accepting the Award, you acknowledge that you have read and understand the Company’s Insider Trading Policy, and are aware of and understand your obligations under federal securities laws with respect to trading in the Company’s securities, and you agree not to use the Company’s “cashless exercise” program (or any successor program) at any time when you possess material nonpublic information with respect to the Company or when using the program would otherwise result in a violation of securities law.  The Company will have the right to recover, or receive reimbursement for, any compensation or profit realized on the exercise of the Option or by the disposition of Shares received upon exercise of the Option to the extent that the Company has a right of recovery or reimbursement under applicable securities laws.

17.           Plan Terms Govern.  The exercise of the Option, the disposition of any Shares received upon exercise of the Option, and the treatment of any gain on the disposition of these Shares are subject to the terms of the Plan and any rules that the Committee may prescribe.  The Plan document, as may be amended from time to time, is incorporated into these Terms and Conditions.  Capitalized terms used in these Terms and Conditions have the meaning set forth in the Plan, unless otherwise stated in these Terms and Conditions.  In the event of any conflict between the terms of the Plan and the terms of these Terms and Conditions, the Plan will control.  By accepting the Award, you acknowledge receipt of the Plan, as in effect on the date of these Terms and Conditions.

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18.           Personal Data.  To comply with applicable law and to administer the Plan and these Terms and Conditions properly, the Company and its agents may hold and process your personal data and/or sensitive personal data.  Such data includes, but is not limited to, the information provided in this grant package and any changes thereto, other appropriate personal and financial data about you, and information about your participation in the Plan and Shares obtained under the Plan from time to time.  By accepting the Award, you hereby give your explicit consent to the Company’s processing any such personal data and/or sensitive personal data.  You also hereby give your explicit consent to the Company’s transfer of any such personal data and/or sensitive personal data outside the country in which you work or reside and to the United States.  The legal persons for whom your personal data are intended include the Company and any of its Subsidiaries (or former Subsidiaries as are deemed necessary), the outside Plan administrator as selected by the Company from time to time, and any other person that the Company may find in its administration of the Plan to be appropriate.  You have the right to review and correct your personal data by contacting your local Human Resources Representative.  You understand that the transfer of the information outlined here is important to the administration of the Plan, and that failure to consent to the transmission of such information may limit or prohibit your participation in the Plan.

19.           No Contract of Employment or Promise of Future Grants.  By accepting the Award, you agree to be bound by these Terms and Conditions and acknowledge that the Award is granted at the sole discretion of the Company and is not considered part of any contract of employment with the Company or of your ordinary or expected salary or other compensation and will not be considered as part of such salary or compensation for purposes of any pension benefits or in the event of severance, redundancy or resignation.  If your employment with the Company or a Subsidiary is terminated for any reason, whether lawfully or unlawfully, you agree that you will not be entitled by way of damages for breach of contract, dismissal or compensation for loss of office or otherwise to any sum, shares or other benefits to compensate you for the loss or diminution in value of any actual or prospective rights, benefits or expectation under or in relation to the Plan.

20.           Limitations.  Nothing in these Terms and Conditions or the Plan gives you any right to continue in the employ of the Company or any of its Subsidiaries or to interfere in any way with the right of the Company or any Subsidiary to terminate your employment at any time.  Payment of Shares is not secured by a trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of the Company by reason of the Option.  You have no rights as a stockholder of the Company pursuant to the Option until Shares are actually delivered you.

21.           Incorporation of Other Agreements.  These Terms and Conditions and the Plan constitute the entire understanding between you and the Company regarding the Option.  These Terms and Conditions supercede any prior agreements, commitments or negotiations concerning the Option.

22.           Severability.  The invalidity or unenforceability of any provision of these Terms and Conditions will not affect the validity or enforceability of the other provisions of these Terms and Conditions, which will remain in full force and effect.  Moreover, if any provision is

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found to be excessively broad in duration, scope or covered activity, the provision will be construed so as to be enforceable to the maximum extent compatible with applicable law.

23.           Compliance with Section 409A.  Payments under the Plan may be subject to Section 409A of the Internal Revenue Code. The Committee may make such modifications to these Terms and Conditions as it deems necessary or appropriate to comply with Section 409A.

By accepting this Award, you agree to the following:

(i)            you have carefully read, fully understand and agree to all of the terms and conditions described in these Terms and Conditions and the Plan; and

(ii)           you understand and agree that these Terms and Conditions and the Plan constitute the entire understanding between you and the Company regarding the Option, and that any prior agreements, commitments or negotiations concerning the Option are replaced and superseded.

You will be deemed to consent to the application of the terms and conditions set forth in these Terms and Conditions and the Plan unless you contact Tyco International Ltd., c/o Equity Plan Administration, 9 Roszel Road, Princeton, NJ  08540 in writing within thirty (30) days of the date of these Terms and Conditions.  Notification of your non-consent will nullify this grant unless otherwise agreed to in writing by you and the Company.

Edward D. Breen

Chairman of the Board

and Chief Executive Officer,

Tyco International Ltd.

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EX-10.7

Exhibit 10.7

Tyco International Ltd.
2004 Stock and Incentive Plan

TERMS AND CONDITIONS
OF
RESTRICTED UNIT AWARD

RESTRICTED UNIT AWARD made in Princeton, New Jersey, as of July 2, 2007 (the “Grant Date”).

1.             Grant of Award.  Tyco International Ltd. (the “Company) has granted you Restricted Units, as described in the grant notification letter that was issued to you (“Grant Letter”), subject to the provisions of these Terms and Conditions.  The Company will hold the Restricted Units in a bookkeeping account on your behalf until they become payable or are forfeited or cancelled.

2.             Payment Amount.  Each Restricted Unit represents one (1) Share of Common Stock.

3.             Form of Payment.  Vested Restricted Units will be redeemed solely for Shares, subject to Section 14.

4.             Dividends.  Restricted Units are a promise to deliver Common Stock upon vesting.  For each Restricted Unit that is unvested, you will be credited with a Dividend Equivalent Unit (DEU) for any cash or stock dividends distributed by the Company on Company Common Stock.  DEUs will be calculated at the same dividend rate paid to other holders of Common Stock.  DEUs will vest in accordance with the vesting schedule applicable to the underlying Units and shall be payable at the same time that the underlying units are payable as provided herein.

5.             Vesting.  Except in the event of your Normal Retirement (Termination of Employment on or after age 60 if the sum of your age and full years of service with the Company is at least 70), Retirement (Termination of Employment on or after age 55 if the sum of your age and full years of service with the Company is at least 60), Termination of Employment, Death or Disability or a Change in Control, your Restricted Units will vest in installments as follows: one third (1/3) of the Shares specified in your Grant Letter, two (2) years from the Grant Date; an additional one third (1/3) of the Shares, three (3) years from the Grant Date; and the remaining one third (1/3), four (4) years from the Grant Date. Your vested right will be calculated on the anniversary of the Grant Date.  No credit will be given for periods following Termination of Employment, except as specifically provided herein. Except as otherwise provided in these Terms and Conditions, any payment shall be made to you as soon as practicable following the vesting date set forth in this paragraph 5.

6.             Termination of Employment.  Any Restricted Units that have not vested as of your Termination of Employment pursuant to paragraphs 7, 8, 9 and 10 will immediately be

forfeited, and your rights with respect to such Units will end. Termination of Employment means the date of cessation of an Employee’s employment relationship with the Company or a subsidiary for any reason, with or without Cause, as determined by the Company. The Severance & Retention Plan for Headquarters Group Move Program shall not apply to this Award.

7.             Death or Disability.  If your Termination of Employment is a result of your Death or Disability, your Award will become fully vested as of your Termination of Employment.  Any payment shall be made to you as soon as practicable following your Termination of Employment.  If you are deceased, the Company will make a payment to your estate only after the Committee has determined that the payee is the duly appointed executor or administrator of your estate.

8.             Retirement.  If your Termination of Employment is a result of your Retirement or Normal Retirement (as defined in paragraph 5) less than twelve months after the Grant Date, your Restricted Units will immediately be forfeited and your rights with respect to such Units will end. If your Termination of Employment is a result of your Retirement twelve or more months after the Grant Date, your Restricted Units will vest pro rata (in full year increments) based on (i) the number of whole years that you have completed from Grant Date through your Date of Termination over the original number of years of the vesting period, times (ii) the total number of shares awarded under the Grant minus (iii) the number of shares previously vested.  If your Termination of Employment is a result of your Normal Retirement your Restricted Units will immediately become fully vested. Any payment shall be made to you as soon as practicable following your Termination of Employment (adjusted to reflect any payments previously made to you under paragraph 5).

9.             Change in Control.  In the event of a Change in Control, as defined in the Plan document your Restricted Units will immediately become fully vested. Any payment shall be made to you as soon as practicable following the date of the Change in Control if such Change in Control is described in Section 409A of the Internal Revenue Code of the United States. If it is not so described, this paragraph 9 shall not apply to such Change in Control and the other provisions of these Terms and Conditions shall continue to apply.

10.           Termination of Employment as a Result of Divestiture or Outsourcing.  If your involuntary Termination of Employment other than for Cause is as a result of a Disposition of Assets, Disposition of a Subsidiary or Outsourcing Agreement, your Restricted Unit Award will vest pro rata (in full-month increments) based on (i) the number of whole months that you have completed from Grant Date through the closing date of the applicable transaction over the original number of months of the vesting period, times (ii) the total number of shares awarded under the Grant minus (iii) the number of shares previously vested.  Any payment shall be made to you as soon as practicable following the date you vest.

Notwithstanding the foregoing, you shall not be eligible for such pro-rata vesting if, (i) your Termination of Employment occurs on or prior to the closing date of such Disposition of Assets or Disposition of a Subsidiary, as applicable, or on such later date as is specifically provided in the applicable transaction agreement or related agreements, or on the effective date of such Outsourcing Agreement applicable to you (the “Applicable Employment Date”), and (ii)

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you are offered Comparable Employment with the buyer, successor company or outsourcing agent, as applicable, but do not commence such employment on the Applicable Employment Date.

For the purposes of this Section 10, (a) “Comparable Employment” shall mean employment at a base salary rate and bonus target that is at least equal to the base salary rate and bonus target in effect immediately prior to your termination of employment and at a location that is no more than 50 miles from your job location in effect immediately prior to your termination of employment; (b) “Disposition of Assets” shall mean the disposition by the Company or a Subsidiary of all or a portion of the assets used by the Company or Subsidiary in a trade or business to an unrelated corporation or entity;  (c) “Disposition of a Subsidiary” shall mean the disposition by the Company or a Subsidiary of its interest in a subsidiary or controlled entity to an unrelated individual or entity, provided that such subsidiary or entity ceases to be an affiliated company as a result of such disposition; and (d) “Outsourcing Agreement” shall mean a written agreement between the Company or a Subsidiary and an unrelated third party (“Outsourcing Agent”) pursuant to which the Company transfers the performance of services previously performed by employees of the Company or Subsidiary to the Outsourcing Agent, and the Outsourcing Agreement includes an obligation of the Outsourcing Agent to offer employment to any employee whose employment is being terminated as a result of or in connection with said Outsourcing Agreement.

11.           Withholdings; Tax Recovery.  The Company will have the right, prior to any issuance or delivery of Shares on your Restricted Units, to withhold or require from you the amount necessary to satisfy applicable tax requirements, as determined by the Committee.  If you have not satisfied your tax withholding requirements in a timely manner, the Company will have the right to sell the number of Shares necessary to satisfy such requirements. In addition, the Company shall have the right, if so provided under local law, to recover any taxes relating to this Award that the Company or any affiliate pays on your behalf.

12.           Transfer of Award.  You may not transfer any interest in Restricted Units except by will or the laws of descent and distribution.  Any other attempt to dispose of your interest in Restricted Units will be null and void.

13.           Covenant; Forfeiture of Award; Agreement to Reimburse Company.

(a)           If you have been terminated for Cause, including without limitation a termination as a result of your violation of the Company’s Code of Ethical Conduct, any unvested Restricted Units shall be immediately rescinded and you will forfeit any rights you have with respect to such Units. In addition, you hereby agree and promise immediately to deliver to the Company the number of Shares (or, in the discretion of the Committee, the cash value of said shares) you received for Restricted Units that vested during the period beginning six (6) months prior to your Termination of Employment and ending on the 6 month anniversary of your Termination of Employment.

(b)           If the Committee determines, in its sole discretion, that at any time after the Grant Date and prior to the second anniversary of your Termination of Employment you (1) disclosed business confidential or proprietary information related to any business of the

3

Company or Subsidiary or (2) have entered into an employment or consultation arrangement (including any arrangement for employment or service as an agent, partner, stockholder, consultant, officer or director) with any entity or person engaged in a business and (a) such employment or consultation arrangement would likely (in the sole judgment of the Committee) result in the disclosure of business confidential or proprietary information related to any business of the Company or a Subsidiary to a business that is competitive with any Company or Subsidiary business as to which you have had access to business strategic or confidential information, and  (b) the Committee has not approved the arrangement in writing, any unvested Restricted Unit will immediately be rescinded, and you will forfeit any rights you have with respect to these Restricted Units as of the date of the Committee’s determination.

14.           Adjustments.  In the event of any stock split, reverse stock split, dividend or other distribution (whether in the form of cash, Shares, other securities or other property), extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of Shares or other securities, the issuance of warrants or other rights to purchase Shares or other securities, or other similar corporate transaction or event, the Committee shall adjust the number and kind of Shares covered by the Restricted Units and other relevant provisions to the extent necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be provided by the Restricted Units.  Any such determinations and adjustments made by the Committee will be binding on all persons.

15.           Restrictions on Payment of Shares.  Payment of Shares for your Restricted Units is subject to the conditions that, to the extent required at the time of delivery, (a) the Shares underlying the Restricted Units will be duly listed, upon official notice of redemption, upon the NYSE, and (b) a Registration Statement under the Securities Act of 1933 with respect to the Shares will be effective.  The Company will not be required to deliver any Common Stock until all applicable federal and state laws and regulations have been complied with and all legal matters in connection with the issuance and delivery of the Shares have been approved by counsel of the Company.

16.           Disposition of Securities.  By accepting the Award, you acknowledge that you have read and understand the Company’s policy, and are aware of and understand your obligations under federal securities laws in respect of trading in the Company’s securities.  The Company will have the right to recover, or receive reimbursement for, any compensation or profit realized on the disposition of Shares received for Restricted Units to the extent that the Company has a right of recovery or reimbursement under applicable securities laws.

17.           Plan Terms Govern.  The redemption of Restricted Units, the disposition of any Shares received for Restricted Units, and the treatment of any gain on the disposition of these Shares are subject to the terms of the Plan and any rules that the Committee may prescribe.  The Plan document, as may be amended from time to time, is incorporated into these Terms and Conditions.  Capitalized terms used in these Terms and Conditions have the meaning set forth in the Plan, unless otherwise stated in these Terms and Conditions.  In the event of any conflict between the terms of the Plan and the terms of these Terms and Conditions, the Plan will control.  By accepting the Award, you acknowledge receipt of the Plan and the prospectus, as in effect on the date of these Terms and Conditions.

4

18.           Personal Data.  To comply with applicable law and to administer the Plan and these Terms and Conditions properly, the Company and its agents may hold and process your personal data and/or sensitive personal data.  Such data includes, but is not limited to, the information provided in this grant package and any changes thereto, other appropriate personal and financial data about you, and information about your participation in the Plan and Shares obtained under the Plan from time to time.  By accepting the Award, you hereby give your explicit consent to the Company’s processing any such personal data and/or sensitive personal data.  You also hereby give your explicit consent to the Company’s transfer of any such personal data and/or sensitive personal data outside the country in which you work or reside and to the United States.  The legal persons for whom your personal data are intended include the Company and any of its Subsidiaries (or former Subsidiaries as are deemed necessary), the outside Plan administrator as selected by the Company from time to time, and any other person that the Company may find in its administration of the Plan to be appropriate.  You have the right to review and correct your personal data by contacting your local Human Resources Representative.  You understand that the transfer of the information outlined here is important to the administration of the Plan, and that failure to consent to the transmission of such information may limit or prohibit your participation in the Plan.

19.           No Contract of Employment or Promise of Future Grants.  By accepting the Award, you agree to be bound by these Terms and Conditions and acknowledge that the Award is granted at the sole discretion of the Company and is not considered part of any contract of employment with the Company or of your ordinary or expected salary or other compensation and will not be considered as part of such salary or compensation for purposes of any pension benefits or in the event of severance, redundancy or resignation.  If your employment with the Company or a Subsidiary is terminated for any reason, whether lawfully or unlawfully, you agree that you will not be entitled by way of damages for breach of contract, dismissal or compensation for loss of office or otherwise to any sum, shares or other benefits to compensate you for the loss or diminution in value of any actual or prospective rights, benefits or expectation under or in relation to the Plan.

20.           Limitations.  Nothing in these Terms and Conditions or the Plan gives you any right to continue in the employ of the Company or any of its Subsidiaries or to interfere in any way with the right of the Company or any Subsidiary to terminate your employment at any time.  Payment of your Restricted Units is not secured by a trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of the Company by reason of this Award or the account established on your behalf.  You have no rights as a stockholder of the Company pursuant to the Restricted Units until Shares are actually delivered to you.

21.           Incorporation of Other Agreements.  These Terms and Conditions and the Plan constitute the entire understanding between you and the Company regarding the Restricted Units.  These Terms and Conditions supercede any prior agreements, commitments or negotiations concerning the Restricted Units.

22.           Severability.  The invalidity or unenforceability of any provision of these Terms and Conditions will not affect the validity or enforceability of the other provisions of the Agreement, which will remain in full force and effect.  Moreover, if any provision is found to be

5

excessively broad in duration, scope or covered activity, the provision will be construed so as to be enforceable to the maximum extent compatible with applicable law.

23.           Delayed Payment.  Notwithstanding anything in these Terms and Conditions to the contrary, if you (i) are subject to US Federal income tax on any part of the payment of the  Restricted Units, (ii) are a “specified employee” within the meaning of section 409A(a)(2)(B) of the United States Internal Revenue Code and the regulations thereunder, and (iii) you experience a Termination of Employment and receive Retirement or Normal Retirement treatment as described in paragraph 8, such payment of Restricted Units shall be delayed until six months following your Termination of Employment to the extent required under section 409A of the United States Internal Revenue Code and the regulations thereunder.

24.           Compliance with Section 409A.  Payments under the Plan may be subject to Section 409A of the Internal Revenue Code. The Committee may make such modifications to these Terms and Conditions as it deems necessary or appropriate to comply with Section 409A.

By accepting this Award, you agree to the following:

(i)            you have carefully read, fully understand and agree to all of the terms and conditions described in these Terms and Conditions and the Plan; and

(ii)           you understand and agree that these Terms and Conditions and the Plan constitute the entire understanding between you and the Company regarding the Award, and that any prior agreements, commitments or negotiations concerning the Restricted Units are replaced and superseded.

You will be deemed to consent to the application of the terms and conditions set forth in these Terms and Conditions and the Plan unless you contact Tyco International Ltd., c/o Equity Plan Administration, 9 Roszel Road, Princeton, NJ  08540 in writing within thirty (30) days of the date of these Terms and Conditions.  Notification of your non-consent will nullify this grant unless otherwise agreed to in writing by you and the Company.

Edward D. Breen

Chairman of the Board

and Chief Executive Officer,

Tyco International, Ltd.

6

EX-10.8

Exhibit 10.8

Tyco International Ltd.
2004 Stock and Incentive Plan

TERMS AND CONDITIONS
OF
PERFORMANCE SHARE UNIT AWARD

PERFORMANCE SHARE UNIT AWARD made in Princeton, New Jersey, as of July 2, 2007 (“Grant Date”).

1.             Grant of Award.  Tyco International Ltd. (“the Company”) has granted you  Performance Share Units, as described in the grant notification letter issued to you (“Grant Letter”), subject to the provisions of these Terms and Conditions.  The Company will hold the Performance Share Units in a bookkeeping account on your behalf until they become payable or are forfeited or cancelled.

2.             Payment Amount.  Each Performance Share Unit represents one (1) Share of Common Stock.

3.             Form of Payment.  Your vested Performance Share Unit Award, determined in accordance with Section 4, will be redeemed solely for Shares, subject to Section 14.

4.             (a) Vesting.  Subject to Section 4(b), your Performance Share Unit Award will fully vest at the end of the performance cycle, as described in Appendix A, if you are then an active employee. Any payment shall be made as soon as practicable following the end of the performance cycle.

                (b) Award Adjustment.  The target number of Performance Share Units specified in your Grant Letter shall be adjusted at the end of the performance cycle based on the level of attainment of the performance metrics and satisfaction of the other terms and conditions described in Appendix A.  Such adjustment shall range from 0% to 200% of the target award set forth in your Grant Letter.  The determination of the attainment of the performance metrics and satisfaction of any other applicable terms and conditions will be made at the sole discretion of the Committee.

5.             Termination of Employment.  Any Performance Share Units that have not been earned as of your Termination of Employment pursuant to paragraphs 6 through 10 will immediately be forfeited, and your rights with respect to these Performance Share Units will end. Termination of Employment means the date of cessation of an Employee’s employment relationship with the Company or a subsidiary for any reason, with or without Cause, as determined by the Company.

6.             Death or Disability.  If your employment with the Company terminates because of your Death or Disability, you will earn a pro rata portion of your Award, if any, determined in accordance with Section 4 above, based on the number of full months you have completed in the performance period applicable to the Award. Any payment shall be made as soon as practicable following the end of the performance cycle.

If you are deceased, the Company will make the payment, if any, to your estate only after the Committee has determined that the payee is the duly appointed executor or administrator of your estate.

7.             Retirement.  For purposes of this Section 7, “Retirement” means Termination of Employment on or after age 55 if the sum of your age and full years of service with the Company is at least 60, and “Normal Retirement” means Termination of Employment on or after age 60 if the sum of your age and full years of service with the Company is at least 70.  If your employment with the Company terminates because of your Retirement or Normal Retirement less than 12 months after the Grant Date, your Performance Share Units will immediately be forfeited and your rights with respect to such Units will end.  If your employment with the Company terminates because of your Retirement twelve or more months after the Grant Date, you will earn a pro rata portion of your Award, if any, determined in accordance with Section 4 above, based on the number of full months you have completed in the performance cycle applicable to the Award. If your employment with the Company terminates because of your Normal Retirement twelve or more months after the Grant Date, your Award will be determined in accordance with Section 4 above, as if you had continued active employment through the end of the performance cycle applicable to the Award. Any payment shall be made as soon as practicable following the end of the performance cycle.

8.             Change in Control.  In the event of a Change in Control, you will fully vest in your Award and you will be paid the target number of Performance Share Units specified in your Grant Letter.  Such payment will be made as soon as is feasible after the date you vest.

9.             Termination of Employment as a Result of Divestiture or Outsourcing.  If your involuntary Termination of Employment other than for Cause is a result of a Disposition of Assets, Disposition of a Subsidiary or Outsourcing Agreement, you will earn a pro rata portion of your Award, if any, as is determined in accordance with Section 4 above, based on the number of full months you have completed in the performance cycle applicable to the Award through the closing date of the applicable transaction. Any payment shall be made as soon as practicable following the end of the performance cycle.

Notwithstanding the foregoing, you shall not earn any portion of your Award in accordance with the preceding paragraph if (i) your Termination of Employment occurs on or prior to the closing date of such Disposition of Assets or Disposition of a Subsidiary, as applicable, or on such later date as is specifically provided in the applicable transaction agreement, or on the effective date of such Outsourcing Agreement applicable to you, and (ii) you are offered Comparable Employment with the buyer, successor company or outsourcing agent, as applicable, but do not commence such employment on the Applicable Employment Date.

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For the purposes of this Section 9, (a) “Comparable Employment” is defined as employment at a base salary rate and bonus target that is at least equal to the base salary rate and bonus target in effect immediately prior to your termination of employment and at a location that is no more than 50 miles from your job location in effect immediately prior to your termination of employment; (b) “Disposition of Assets” shall mean the disposition by the Company or a Subsidiary of all or a portion of the assets used by the Company or Subsidiary in a trade or business to an unrelated corporation or entity;  (c) “Disposition of a Subsidiary” shall mean the disposition by the Company or a Subsidiary of its interest in a subsidiary or controlled entity to an unrelated individual or entity, provided that such subsidiary or entity ceases to be an affiliated company as a result of such disposition; and (d) “Outsourcing Agreement” shall mean a written agreement between the Company or a Subsidiary and an unrelated third party (“Outsourcing Agent”) pursuant to which (i) the Company transfers the performance of services previously performed by employees of the Company or Subsidiary to the Outsourcing Agent, and (ii) the Outsourcing Agreement includes an obligation of the Outsourcing Agent to offer employment to any employee whose employment is being terminated as a result of or in connection with said Outsourcing Agreement.

10.           Termination of Employment with Severance Benefits.  If your Termination of Employment (i) occurs twelve months or more after the Grant Date, (ii) is for a reason other than individual performance and (iii) you are eligible to receive severance benefits under a severance plan maintained by the Company or a Subsidiary or an employment agreement your Award will  immediately be forfeited and your rights with respect to these Performance Share Units will end; unless the severance plan or agreement expressly provides that you may earn a pro rata portion your Award, if any, determined in accordance with Section 4 above, based on the number of full months you have completed in the performance period applicable to the Award. Any payment shall be made as soon as practicable following the end of the performance cycle. Notwithstanding the foregoing, the Severance & Retention Plan for Headquarters Group Move Program shall not apply to this Award.

11.           Withholdings.  The Company will have the right, prior to any issuance or delivery of Shares based on your Performance Share Units, to withhold or require from you the amount necessary to satisfy applicable tax requirements, as determined by the Committee.  If you have not satisfied your tax withholding requirements in a timely manner, the Company will have the right to sell the number of Shares necessary to satisfy such requirements.

12.           Transfer of Award.  You may not transfer any interest in Performance Share Units except by will or the laws of descent and distribution.  Any other attempt to dispose of your interest in Performance Share Units will be null and void.

13.           Covenant; Forfeiture of Award; Agreement to Reimburse Company.

(a)           If you have been terminated for Cause, including without limitation a termination as a result of your violation of the Company’s Code of Ethical Conduct, any unearned Performance Share Units shall be immediately rescinded and you will forfeit any rights you have with respect to such Units. In addition, you hereby agree and promise immediately to deliver to the Company the number of Shares (or, in the discretion of the Committee, the cash value of said shares) you received for Performance Share Units during the period beginning six

3

(6) months prior to your Termination of Employment and ending on the second anniversary of your Termination of Employment.

(b)           If the Committee determines, in its sole discretion, that at any time after the Grant Date and prior to the second anniversary of your Termination of Employment you (1) disclosed business confidential or proprietary information related to any business of the Company or Subsidiary or (2) have entered into an employment or consultation arrangement (including any arrangement for employment or service as an agent, partner, stockholder, consultant, officer or director) with any entity or person engaged in a business and (a) such employment or consultation arrangement would likely (in the sole judgment of the Committee) result in the disclosure of business confidential or proprietary information related to any business of the Company or a Subsidiary to a business that is competitive with any Company or Subsidiary business as to which you have had access to business strategic or confidential information, and (b) the Committee has not approved the arrangement in writing, any unearned Performance Share Units will immediately be rescinded, and you will forfeit any rights you have with respect to these Performance Share Units as of the date of the Committee’s determination.

14.           Adjustments.  In the event of any stock split, reverse stock split, dividend or other distribution (whether in the form of cash, Shares, other securities or other property), extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of Shares or other securities, the issuance of warrants or other rights to purchase Shares or other securities, or other similar corporate transaction or event, the Committee shall adjust the number and kind of Shares covered by the Performance Share Units and other relevant provisions to the extent necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be provided by the Performance Share  Units.  Any such determinations and adjustments made by the Committee will be binding on all persons.

15.           Restrictions on Payment of Shares.  Payment of Shares for your Performance Share Units is subject to the conditions that, to the extent required at the time of vesting, (a) the Shares underlying the Performance Share Units will be duly listed, upon official notice of redemption, upon the NYSE, and (b) a Registration Statement under the Securities Act of 1933 with respect to the Shares will be effective.  The Company will not be required to deliver any Common Stock until all applicable federal and state laws and regulations have been complied with and all legal matters in connection with the issuance and delivery of the Shares have been approved by counsel of the Company.

16.           Disposition of Securities.  By accepting the Award, you acknowledge that you have read and understand the Company’s policy, and are aware of and understand your obligations under federal securities laws in respect of trading in the Company’s securities.  The Company will have the right to recover, or receive reimbursement for, any compensation or profit realized on the disposition of Shares received for Performance Share Units to the extent that the Company has a right of recovery or reimbursement under applicable securities laws.

17.           Plan Terms Govern.  The redemption of Performance Share Units, the disposition of any Shares received for Performance Share Units, and the treatment of any gain on the disposition of these Shares are subject to the terms of the Plan and any rules that the

4

Committee may prescribe.  The Plan document, as may be amended from time to time, is incorporated into these Terms and Conditions.  Capitalized terms used in these Terms and Conditions have the meaning set forth in the Plan, unless otherwise stated in these Terms and Conditions.  In the event of any conflict between the terms of the Plan and the terms of these Terms and Conditions, the Plan will control.  By accepting the Award, you acknowledge receipt of the Plan and the prospectus, as in effect on the date of these Terms and Conditions.

18.           Personal Data.  To comply with applicable law and to administer the Plan and these Terms and Conditions properly, the Company and its agents may hold and process your personal data and/or sensitive personal data.  Such data includes, but is not limited to, the information provided in this grant package and any changes thereto, other appropriate personal and financial data about you, and information about your participation in the Plan and Shares obtained under the Plan from time to time.  By accepting the Award, you hereby give your explicit consent to the Company’s processing any such personal data and/or sensitive personal data.  You also hereby give your explicit consent to the Company’s transfer of any such personal data and/or sensitive personal data outside the country in which you work or reside and to the United States.  The legal persons for whom your personal data are intended include the Company and any of its Subsidiaries, the outside Plan administrator as selected by the Company from time to time, and any other person that the Company may find in its administration of the Plan to be appropriate.  You have the right to review and correct your personal data by contacting your local Human Resources Representative.  You understand that the transfer of the information outlined here is important to the administration of the Plan, and that failure to consent to the transmission of such information may limit or prohibit your participation in the Plan.

19.           No Contract of Employment or Promise of Future Grants.  By accepting the Award, you agree to be bound by these Terms and Conditions and acknowledge that the Award is granted at the sole discretion of the Company and is not considered part of any contract of employment with the Company or of your ordinary or expected salary or other compensation and will not be considered as part of such salary or compensation for purposes of any pension benefits or in the event of severance, redundancy or resignation.  If your employment with the Company or a Subsidiary is terminated for any reason, whether lawfully or unlawfully, you agree that you will not be entitled by way of damages for breach of contract, dismissal or compensation for loss of office or otherwise to any sum, shares or other benefits to compensate you for the loss or diminution in value of any actual or prospective rights, benefits or expectation under or in relation to the Plan.

20.           Limitations.  Nothing in these Terms and Conditions or the Plan gives you any right to continue in the employ of the Company or any of its Subsidiaries or to interfere in any way with the right of the Company or any Subsidiary to terminate your employment at any time.  Payment of your Performance Share Units is not secured by a trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of the Company by reason of this Award or the account established on your behalf.  You have no rights as a stockholder of the Company pursuant to the Performance Share Units until Shares are actually delivered to you.

21.           Incorporation of Other Agreements.  These Terms and Conditions (including Appendix A) and the Plan constitute the entire understanding between you and the Company

5

regarding the Performance Share Units.  These Terms and Conditions supersede any prior agreements, commitments or negotiations concerning the Performance Share Units.

22.           Severability.  The invalidity or unenforceability of any provision of these Terms and Conditions will not affect the validity or enforceability of the other provisions of the Agreement, which will remain in full force and effect.  Moreover, if any provision is found to be excessively broad in duration, scope or covered activity, the provision will be construed so as to be enforceable to the maximum extent compatible with applicable law.

23.           Compliance with Section 409A.  Payments under the Plan may be subject to Section 409A of the Internal Revenue Code. The Committee may make such modifications to these Terms and Conditions as it deems necessary or appropriate to comply with Section 409A.

By accepting this Award, you agree to the following:

(i)            you have carefully read, fully understand and agree to all of the terms and conditions described in these Terms and Conditions and the Plan; and

(ii)           you understand and agree that these Terms and Conditions and the Plan constitute the entire understanding between you and the Company regarding the Award, and that any prior agreements, commitments or negotiations concerning the Performance Share Units are replaced and superseded.

You will be deemed to consent to the application of the terms and conditions set forth in these Terms and Conditions and the Plan unless you contact Tyco International Ltd., c/o Equity Plan Administration, 9 Roszel Road, Princeton, NJ  08540 in writing within thirty (30) days of the date of these Terms and Conditions.  Notification of your non-consent will nullify this grant unless otherwise agreed to in writing by you and the Company.

Edward D. Breen
Chairman of the Board
and Chief Executive Officer,
Tyco International, Ltd.

6

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On June 29, 2007, Tyco completed the spin-offs of Covidien and Tyco Electronics, formally Tyco’s healthcare and electronics businesses.  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. Tyco shareholders will receive cash in lieu of fractional shares for amounts of less than one Covidien or Tyco Electronics common share.

The following Unaudited Pro Forma Condensed Consolidated Financial Statements were derived from our Historical Consolidated Financial Statements and give effect to the spin-offs of Covidien and Tyco Electronics. The following Unaudited Pro Forma Condensed Consolidated Financial Statements should be read together with our Historical Consolidated Financial Statements and accompanying notes.

The Unaudited Pro Forma Consolidated Statements of Income for the six months ended March 30, 2007 and March 31, 2006 and fiscal 2006, 2005 and 2004 present our results of operations assuming the spin-offs had been completed as of October 1, 2003 and as if the post-separation capital structure was completed as of October 1, 2005. The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 30, 2007 presents our consolidated financial position assuming that the spin-offs had been completed on that date. Specifically, the pro forma adjustments include giving effect to the following:

·the distribution of the common shares of our healthcare and electronics businesses to our shareholders, on a pro rata basis, through a tax-free dividend and other adjustments resulting from the spin-offs; and

·our anticipated post-separation capital structure which includes the impact of financing our share of the payment of the class action settlement liability, completion of the debt tender offers and the related assignment of debt to our healthcare and electronics businesses.

We believe the assumptions used and pro forma adjustments derived from such assumptions, are reasonable under the circumstances and are based upon currently available information.

These Unaudited Pro Forma Condensed Consolidated Financial Statements are not necessarily indicative of our results of operations or financial condition had the spin-offs been completed on the dates assumed. Additionally, these statements are not necessarily indicative of our future results of operations or financial condition.

The Unaudited Pro Forma Consolidated Statements of Income do not reflect material non-recurring charges related to separation costs, which we anticipate will affect the Consolidated Statement of Income within 12 months following the distribution date. We currently estimate that the total income statement charges will be approximately $1.4 billion after-tax. The Unaudited Pro Forma Condensed Consolidated Balance Sheet and Note (j) thereto reflect the impact of these non-recurring charges.

The Unaudited Pro Forma Condensed Consolidated Financial Statements do not reflect the charge and related liability associated with the class action settlement entered into on May 14, 2007. The class action settlement will result in Tyco International recording a charge to expense which is not expected to have a tax benefit and a current liability of $2.975 billion in its fiscal third quarter. Per the Separation and Distribution Agreement, which was entered into on June 29, 2007, each of Tyco International, Covidien and Tyco Electronics are jointly and severally liable for the full amount of the class action settlement. Additionally, under the Separation and Distribution Agreement, the companies share in the liability, with Tyco International assuming 27%, Covidien 42% and Tyco Electronics 31% of the settlement amount. As such, during its fiscal third quarter Tyco International will reflect a receivable from Covidien and Tyco Electronics of $1,250 million and $922 million, respectively. Our portion of the payment will be $803 million. The Unaudited Pro Forma Condensed Consolidated Financial Statements reflect our anticipated post-separation capital structure which includes the impact of financing our share of the payment of the class action settlement liability.

In addition to separation costs, we anticipate that we may incur a pre-tax charge of approximately $100 million for the estimated amount of goodwill that we anticipate may be impaired as a result of the Company’s reorganization to a new management and segment reporting structure in the fiscal third quarter in connection with the spin-offs. As part of these organizational changes, we have assessed new reporting units and are conducting valuations to determine assignment of goodwill to the new reporting units based on their estimated relative fair values. Based on our preliminary goodwill reallocation and recoverability assessment, the net assets in certain reporting units may be in excess of the related fair values. When these assessments are finalized in connection with the fiscal third quarter, a charge, if any, could be materially different from the estimate provided herein. As such, this charge and the related balance sheet effect are not reflected in the Unaudited Pro Forma Condensed Consolidated Financial Statements.

2

TYCO INTERNATIONAL LTD.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

For The Six Months Ended March 30, 2007

(dollars in millions, except per share data)

				Pro Forma Adjustments
				Distribution of			Distribution of						Pro Forma
				Healthcare			Electronics			Other			for the
	Historical			Businesses(a)			Businesses(a)			Adjustments			Spin-Offs
Revenue from product sales	$	17,215		$	(4,949	)	$	(6,520	)	$	—		$	5,746
Service revenue	3,952			(34		)	(99		)	—			3,819
Net revenue	21,167			(4,983		)	(6,619		)	—			9,565
Cost of product sales	11,764			(2,751		)	(4,859		)	—			4,154
Cost of services	2,382			(19		)	(71		)	—			2,292
Selling, general and administrative expenses	4,319			(1,093		)	(767		)	—			2,459
Separation costs	191			(4		)	—			(130		)(b)	57
Restructuring, asset impairment and divestiture charges, net	175			(29		)	(25		)	—			121
Operating income	2,336			(1,087		)	(897		)	130			482
Interest income	80			(19		)	(29		)	—			32
Interest expense	(327		)	78			118			(22		)(c)	(153		)
Other income, net	9			(7		)	—			—			2
Income from continuing operations before income taxes and minority interest	2,098			(1,035		)	(808		)	108			363
Income taxes	(513		)	230			254			(17		)(b)	(46		)
Minority interest	(5		)	1			3			—			(1		)
Income from continuing operations	$	1,580		$	(804	)	$	(551	)	$	91		$	316
Basic earnings per share from continuing operations(k)	$	0.80											$	0.64
Diluted earnings per share from continuing operations(k)(m)	$	0.78											$	0.63
Weighted-average number of shares outstanding(k):
Basic	1,977												494
Diluted(m)	2,029												499

See Notes to Pro Forma Consolidated Financial Statements.

3

TYCO INTERNATIONAL LTD.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

For The Six Months Ended March 31, 2006

(dollars in millions, except per share data)

				Pro Forma Adjustments
				Distribution of			Distribution of						Pro Forma
				Healthcare			Electronics			Other			for the
	Historical			Businesses(a)			Businesses(a)			Adjustments			Spin-Offs
Revenue from product sales	$	15,833		$	(4,664	)	$	(5,938	)	$	—		$	5,231
Service revenue	3,851			(32		)	(104		)	—			3,715
Net revenue	19,684			(4,696		)	(6,042		)	—			8,946
Cost of product sales	10,675			(2,629		)	(4,358		)	—			3,688
Cost of services	2,379			(14		)	(77		)	—			2,288
Selling, general and administrative expenses	3,987			(941		)	(709		)	—			2,337
Separation costs	33			—			—			(20		)(b)	13
Restructuring, asset impairment and divestiture (credits) charges, net	(22		)	40			(10		)	—			8
Operating income	2,632			(1,152		)	(888		)	20			612
Interest income	70			(17		)	(25		)	—			28
Interest expense	(376		)	91			136			(4		)(c)	(153		)
Other expense, net	(3		)	3			—			—			—
Income from continuing operations before income taxes and minority interest	2,323			(1,075		)	(777		)	16			487
Income taxes	(533		)	238			174			(1		)(b)	(126		)
										(4		)(i)
Minority interest	(4		)	1			3			—			—
Income from continuing operations	$	1,786		$	(836	)	$	(600	)	$	11		$	361
Basic earnings per share from continuing operations(k)	$	0.89											$	0.72
Diluted earnings per share from continuing operations(k)(m)	$	0.86											$	0.71
Weighted-average number of shares outstanding(k):
Basic	2,011												503
Diluted(m)	2,109												519

See Notes to Pro Forma Consolidated Financial Statements.

4

TYCO INTERNATIONAL LTD.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

For The Fiscal Year Ended September 29, 2006

(dollars in millions, except per share data)

				Pro Forma Adjustments
				Distribution of			Distribution of						Pro Forma
				Healthcare			Electronics			Other			for the
	Historical			Businesses(a)			Businesses(a)			Adjustments			Spin-Offs
Revenue from product sales	$	33,146		$	(9,579	)	$	(12,515	)	$	—		$	11,052
Service revenue	7,792			(62		)	(208		)	—			7,522
Net revenue	40,938			(9,641		)	(12,723		)	—			18,574
Cost of product sales	22,503			(5,392		)	(9,203		)	—			7,908
Cost of services	4,773			(31		)	(164		)	—			4,578
Selling, general and administrative expenses	7,984			(1,931		)	(1,454		)	—			4,599
Separation costs	169			(2		)	(3		)	(115		)(b)	49
(Gains) losses on divestitures	(44		)	48			(2		)	—			2
Restructuring and other charges, net	20			—			(9		)	—			11
Impairment of long-lived assets	7			(4		)	(1		)	—			2
In-process research and development	63			(63		)	—			—			—
Operating income	5,463			(2,266		)	(1,887		)	115			1,425
Interest income	133			(32		)	(48		)	—			53
Interest expense	(709		)	171			257			(24		)(c)	(305		)
Other expense, net	(11		)	12			(1		)	—			—
Income from continuing operations before income taxes and minority interest	4,876			(2,115		)	(1,679		)	91			1,173
Income taxes	(920		)	516			113			(13		)(b)	(314		)
										(10		)(i)
Minority interest	(8		)	1			6			—			(1		)
Income from continuing operations	$	3,948		$	(1,598	)	$	(1,560	)	$	68		$	858
Basic earnings per share from continuing operations(k)	$	1.96											$	1.71
Diluted earnings per share from continuing operations(k)(m)	$	1.91											$	1.68
Weighted-average number of shares outstanding(k):
Basic	2,010												503
Diluted(m)	2,084												513

See Notes to Pro Forma Consolidated Financial Statements

5

TYCO INTERNATIONAL LTD.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

For The Fiscal Year Ended September 30, 2005

(dollars in millions, except per share data)

				Pro Forma Adjustments
				Distribution of			Distribution of						Pro Forma
				Healthcare			Electronics			Other			for the
	Historical			Businesses(a)			Businesses(a)			Adjustments			Spin-Offs
Revenue from product sales	$	31,533		$	(9,477	)	$	(11,620	)	$	—		$	10,436
Service revenue	7,750			(66		)	(184		)	—			7,500
Net revenue	39,283			(9,543		)	(11,804		)	—			17,936
Cost of product sales	20,804			(5,040		)	(8,465		)	—			7,299
Cost of services	4,761			(32		)	(180		)	—			4,549
Selling, general and administrative expenses	8,226			(2,108		)	(1,292		)	—			4,826
(Gains) losses on divestitures	(274		)	(5		)	301			—			22
Restructuring and other charges, net	5			(3		)	14			—			16
Impairment of long-lived assets	6			(3		)	(1		)	—			2
Operating income	5,755			(2,352		)	(2,181		)	—			1,222
Interest income	123			(30		)	(44		)	—			49
Interest expense	(814		)	196			293			—			(325		)
Other expense, net	(911		)	250			365			—			(296		)
Income from continuing operations before income taxes and minority interest	4,153			(1,936		)	(1,567		)	—			650
Income taxes	(1,035		)	604			401			(10		)(i)	(40		)
Minority interest	(8		)	—			6			—			(2		)
Income from continuing operations	$	3,110		$	(1,332	)	$	(1,160	)	$	(10	)	$	608
Basic earnings per share from continuing operations(k)	$	1.55											$	1.21
Diluted earnings per share from continuing operations(k)	$	1.47											$	1.18
Weighted-average number of shares outstanding(k):
Basic	2,012												503
Diluted	2,167												542

See Notes to Pro Forma Consolidated Financial Statements.

6

TYCO INTERNATIONAL LTD.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

For The Fiscal Year Ended September 30, 2004

(dollars in millions, except per share data)

				Pro Forma Adjustments
				Distribution of			Distribution of						Pro Forma
				Healthcare			Electronics			Other			for the
	Historical			Businesses(a)			Businesses(a)			Adjustments			Spin-Offs
Revenue from product sales	$	29,886		$	(9,040	)	$	(10,921	)	$	—		$	9,925
Service revenue	8,053			(70		)	(475		)	—			7,508
Net revenue	37,939			(9,110		)	(11,396		)	—			17,433
Cost of product sales	19,115			(4,584		)	(7,790		)	—			6,741
Cost of services	5,142			(30		)	(451		)	—			4,661
Selling, general and administrative expenses	8,176			(2,048		)	(1,384		)	—			4,744
Losses on divestitures	116			(4		)	(52		)	—			60
Restructuring and other charges, net	204			(11		)	36			—			229
Impairment of long-lived assets	52			(3		)	(3		)	—			46
Operating income	5,134			(2,430		)	(1,752		)	—			952
Interest income	91			(22		)	(33		)	—			36
Interest expense	(956		)	230			343			—			(383		)
Other expense, net	(286		)	72			103			—			(111		)
Income from continuing operations before income taxes and minority interest	3,983			(2,150		)	(1,339		)	—			494
Income taxes	(1,107		)	572			432			(10		)(i)	(113		)
Minority interest	(11		)	(1		)	9			—			(3		)
Income from continuing operations	$	2,865		$	(1,579	)	$	(898	)	$	(10	)	$	378
Basic earnings per share from continuing operations(k)	$	1.43											$	0.76
Diluted earnings per share from continuing operations(k)	$	1.34											$	0.75
Weighted-average number of shares outstanding(k):
Basic	2,001												500
Diluted(l)	2,220												504

See Notes to Pro Forma Consolidated Financial Statements.

7

TYCO INTERNATIONAL LTD.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

As of March 30, 2007

(dollars in millions)

			Pro Forma Adjustments
			Distribution of			Distribution of						Pro Forma
			Healthcare			Electronics			Other			for the
	Historical		Businesses(a)			Businesses(a)			Adjustments			Spin-Offs
Assets
Current Assets:
Cash and cash equivalents	$	4,056	$	(355	)	$	(505	)	$	(470	)(d)	$	2,726
Accounts receivable, less allowance for doubtful accounts	7,341		(1,625		)	(2,557		)	—			3,159
Inventories	5,337		(1,279		)	(2,130		)	—			1,928
Other current assets	3,297		(653		)	(915		)	—			1,729
Total current assets	20,031		(3,912		)	(6,107		)	(470		)	9,542
Property, plant and equipment, net	9,545		(2,589		)	(3,465		)	—			3,491
Goodwill	25,096		(6,172		)	(7,472		)	—			11,452
Intangible assets, net	5,044		(1,376		)	(1,009		)	—			2,659
Other assets	4,755		(320		)	(1,401		)	(22		)(g)	2,980
									(32		)(f)
Total Assets	$	64,471	$	(14,369	)	$	(19,454	)	$	(524	)	$	30,124
Liabilities and Shareholders’ Equity
Current Liabilities:
Current maturities of long-term debt	$	1,853	$	(132	)	$	(13	)	$	(1,329	)(e)	$	379
Accounts payable	3,464		(503		)	(1,309		)	—			1,652
Accrued and other current liabilities	5,800		(915		)	(1,194		)	1,000		(j)	4,691
Total current liabilities	11,117		(1,550		)	(2,516		)	(329		)	6,722
Long-term debt	8,609		(204		)	(145		)	(4,159		)(e)	4,101
Other liabilities	7,849		(1,635		)	(1,352		)	(999		)(h)	3,863
Total liabilities	27,575		(3,389		)	(4,013		)	(5,487		)	14,686
Minority interest	35		(3		)	(16		)	—			16
Total Shareholders’ Equity	36,861		(10,977		)	(15,425		)	4,963			15,422
Total Liabilities and Shareholders’ Equity	$	64,471	$	(14,369	)	$	(19,454	)	$	(524	)	$	30,124

See Notes to Pro Forma Consolidated Financial Statements.

8

TYCO INTERNATIONAL LTD.

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(a)Reflects the operations, assets, liabilities and equity of the healthcare and electronics businesses, the common shares of which were distributed to our shareholders on June 29, 2007.

Certain general corporate overhead expenses previously allocated to our healthcare and electronics businesses did not meet the requirements to be reported as discontinued operations and, as such, will be reported in our continuing operations. Had the spin-offs taken place prior to fiscal 2004, the Company would have expected corporate expenses to have been significantly lower than costs incurred historically.  Consistent with this view and in light of the spin-offs, we have initiated actions to reduce our corporate expense and are targeting a full year corporate expense run rate of $450 million to $500 million by fiscal 2008 as compared to corporate expense of $672 million in fiscal 2006.

The spin-offs of Covidien and Tyco Electronics include the allocation of net interest and loss on retirement of debt included in other expense, net. The net interest amounts were proportionally allocated to Covidien and Tyco Electronics are based on the debt amounts that we believe were utilized by Covidien and Tyco Electronics historically inclusive of amounts directly incurred.  Allocated net interest was calculated using our historical weighted-average interest rate on debt, including the impact of interest rate swap agreements designated as fair value hedges.  The methodology related to the allocation of the loss on retirement of debt is consistent with the allocation of net interest.

(b)Represents an adjustment of $130 million and $20 million for separation costs for the six months ended March 30, 2007 and March 31, 2006, respectively, and $17 million and $1 million of related tax benefits for the six months ended March 30, 2007 and March 31, 2006, respectively, which are non-recurring direct and incremental costs related to the spin-offs that will be reclassified to discontinued operations. The adjustment for fiscal 2006 was $115 million for separation costs and $13 million of related tax benefits.

(c)Reflects the impact on interest expense of the completion of the anticipated post-separation capital structure. No tax benefit is expected. Interest expense increased by $22 million and $4 million to reflect total interest of $153 million for the six months ended March 30, 2007 and March 31, 2006, respectively. Interest expense increased $24 million to reflect total interest of $305 million for fiscal 2006.

A change of one-eighth of 1% (12.5 basis points) in the interest rate associated with the variable rate borrowings would result in additional annual interest expense (if the interest rate increases) or a reduction to annual interest expense (if the interest rate decreases) of approximately $1 million.

(d)Reflects cash funding by Tyco International of $470 million to Covidien and Tyco Electronics to bring their bank cash and cash equivalents balances to approximately $670 million and $660 million, respectively, at the time of the spin-offs as preliminarily calculated under the cash adjustment provisions of the Separation and Distribution Agreement. While the pro forma cash balance at March 30, 2007 is approximately $2.7 billion, we will fund the debt tender, separation costs and other corporate activities with a portion of that cash during the fiscal third quarter. Therefore, we expect that our bank cash balance as calculated under the Separation and Distribution Agreement will be approximately $1.1 billion at the time of the completion of the spin-offs. This preliminary adjustment incorporates our best estimates of free cash flow, separation costs and the impact of acquisitions and divestitures as of the separation date.

9

(e)Reflects a reduction of $1,329 million in current maturities of long-term debt and a reduction of $4,159 million in long-term debt to bring the total debt level to the $4.5 billion expected at the completion of the spin-offs. The debt balance includes $20 million of unamortized debt discounts. The anticipated post-separation debt balance was determined based on internal capital planning and considered the following factors and assumptions: anticipated business plans, operating activities, general economic and Historical Tyco contingencies including our share of the payment of the class action settlement liability, optimal debt levels and desired financial capacity.

(f)Reflects the write-off of $34 million of unamortized deferred financing costs related to our existing debt tendered in connection with the spin-offs and the capitalization of $2 million of new debt issuance costs.

(g)Reflects a $22 million decrease to deferred tax assets for state unitary net operating loss carryforwards that will be transferred to Covidien and Tyco Electronics upon the spin-offs.

(h)Reflects a reduction to other liabilities of $1,288 million for contingent tax liabilities related to unresolved tax matters that will be transferred from us in the fiscal third quarter in connection with the spin-offs, as per the Tax Sharing Agreement that we entered into with Covidien and Tyco Electronics on June 29, 2007.

Also reflects an increase in other liabilities of $289 million for the impact of the Tax Sharing Agreement. Under this agreement Tyco International, Covidien and Tyco Electronics will share 27%, 42% and 31%, respectively, of certain contingent liabilities relating to unresolved tax matters of legacy Tyco International. Based on the amount of this obligation at March 30, 2007, assuming an 8% interest rate, we anticipate that we will incur charges of $15 million to $23 million annually for the accretion of interest on this obligation. The amount of the charge will be dependent on the federal income tax position of the taxpayer at the time of payment pursuant to the terms of the Tax Sharing Agreement. These charges will be reflected as other expense, net in the Consolidated Statements of Income. Our contractual obligation for 27% of legacy Tyco International contingent tax liabilities recorded as of March 30, 2007 is $559 million. However, we are the primary obligor to the taxing authorities for $270 million of these contingent tax liabilities recorded as of March 30, 2007. The $289 million difference represents a net payable due to Tyco Electronics and Covidien for unresolved tax matters under the Tax Sharing Agreement.

Additionally, there will be certain guarantees and indemnifications extended between Tyco International, Tyco Electronics and Covidien in accordance with the terms of the Tax Sharing Agreement. In the fiscal third quarter in connection with the spin-offs, we will record a liability necessary to recognize the fair value of such guarantees and indemnifications. Fair values will be determined with the assistance of a third party valuation firm and will result in recorded amounts in excess of those amounts recorded by Historical Tyco. The proforma adjustments do include such liability, however, based on preliminary information and analysis, we estimate that the incremental liability necessary to reflect the fair value of these guarantees and indemnifications will be in the range of $95 million to $145 million.

Effecting for these pro forma adjustments, our non-current income tax liability is $269 million and our net deferred income tax asset balance is $1.1 billion. The actual amounts that we may be required to accrue or pay under this agreement could vary depending upon the outcome of the unresolved tax matters, which may not be resolved for several years.

10

(i)Reflects a recurring semi-annual and annual increase in income tax expense due to changes in the internal capital structure resulting from the internal reorganization of our legal entities to facilitate the spin-offs of $4 million for the six months ended March 31, 2006 and $10 million for fiscal 2006, 2005 and 2004. The changes in the capital structure will result in lower interest deductions in higher tax jurisdictions. The internal reorganizations will be completed during fiscal 2007. As such, the impact of the internal reorganizations is reflected in the historical results for the six months ended March 30, 2007.

(j)Reflects an adjustment of $1.0 billion related to separation costs. We expect to incur separation costs related to debt refinancing, tax restructuring, professional services and employee-related costs. We currently estimate that the total income statement charges will be approximately $1.4 billion after-tax. During the six months ended March 30, 2007 and March 31, 2006, Historical Tyco incurred separation related charges of $191 million and $33 million, respectively. During fiscal 2006, Historical Tyco incurred separation related charges of $169 million. Most of the remaining charges are expected to be incurred during the fiscal third quarter.

(k)Pro forma weighted-average basic and diluted shares outstanding reflect the effect of a reverse share split in which four Tyco International shares are converted into one share. Additional share impacts as a result of the spin-offs have been excluded as they are not currently determinable.

(l)The effects of certain previously dilutive securities are anti-dilutive in 2004 on a pro forma basis.

(m)Pro forma diluted earnings per share from continuing operations and pro forma diluted weighted-average number of shares outstanding for the six months ended March 30, 2007, and March 31, 2006 and the fiscal year ended September 29, 2006 reflect the estimated share impact of the tender of convertible debentures.

11

EX-99.2

Exhibit 99.2

TYCO INTERNATIONAL LTD.
PRO FORMA RESULTS OF SEGMENTS (UNAUDITED)
(dollars in millions)

	For the Quarter Ended						For the Six Months Ended
	December 29, 2006			March 30, 2007			March 30, 2007
NET REVENUE
ADT Worldwide	$	1,863		$	1,887		$	3,750
Fire Protection Services	823			857			1,680
Flow Control	835			878			1,713
Safety Products	417			439			856
Electrical and Metal Products	443			479			922
Corporate and Other	307			337			644
	$	4,688		$	4,877		$	9,565
OPERATING INCOME
ADT Worldwide	$	201		$	195		$	396
Fire Protection Services	60			54			114
Flow Control	108			102			210
Safety Products	75			69			144
Electrical and Metal Products	41			26			67
Corporate and Other	(211		)	(238		)	(449		)
	$	274		$	208		$	482

	For the Quarter Ended												For the Year Ended
	December 30, 2005			March 31, 2006			June 30, 2006			September 29, 2006			September 29, 2006
NET REVENUE
ADT Worldwide	$	1,766		$	1,761		$	1,806		$	1,872		$	7,205
Fire Protection Services	754			806			826			895			3,281
Flow Control	716			742			806			871			3,135
Safety Products	385			425			432			433			1,675
Electrical and Metal Products	436			466			526			521			1,949
Corporate and Other	334			355			319			321			1,329
	$	4,391		$	4,555		$	4,715		$	4,913		$	18,574
OPERATING INCOME
ADT Worldwide	$	196		$	220		$	242		$	249		$	907
Fire Protection Services	34			50			61			94			239
Flow Control	73			85			87			111			356
Safety Products	63			79			(20		)	80			202
Electrical and Metal Products	75			78			84			82			319
Corporate and Other	(171		)	(170		)	(183		)	(74		)	(598		)
	$	270		$	342		$	271		$	542		$	1,425

NOTE:   These financial statements should be read in conjunction with Tyco’s Consolidated Financial Statements and accompanying notes contained in the Company’s Annual Report on Form 10-K/A for the fiscal year ended September 29, 2006, Quarterly Report on Form 10-Q/A for the fiscal quarter ended December 29, 2006 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2007.