S-8 POS

As filed with the Securities and Exchange Commission on March 23, 2009

Registration No. 333-95595

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Tyco International Ltd.

(Exact name of registrant as specified in its charter)

Switzerland

(State or other jurisdiction of incorporation or organization)

98-0518048

(I.R.S. Employer Identification No.)

Freier Platz 10,

8200 Schaffhausen,

Switzerland

+41 52 633 02 44

(Address of Principal Executive Offices)

Tyco International Ltd. UK Savings-Related Share Option Plan

(Full title of the plans)

Judith A. Reinsdorf

Tyco International Management Company

9 Roszel Road

Princeton, NJ 08540

(Name and address of agent for service)

(609) 720-4200

(Telephone number, including area code, of agent for service)

Copies to:

Steven Finley

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166-0193

(212) 351-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Amendment”) to Registration Statement No. 333-95595 (the “Registration Statement”), as amended, is being filed pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the “Securities Act”), by Tyco International Ltd., a Swiss corporation (“Tyco”), as a result of the Tyco International Ltd.’s discontinuance from Bermuda and continuance in Switzerland (the “Change of Domicile”). Except as modified by this Amendment, Tyco expressly adopts the Registration Statement as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The information contained in this Amendment sets forth the additional information necessary to reflect any material changes made in connection with or resulting from the Change of Domicile or necessary to keep the Registration Statement from being misleading in any material respect.

Tyco effected the Change of Domicile by discontinuing its existence as a Bermuda corporation as provided in Section 132G of The Companies Act 1981 of Bermuda and, according to article 161 of the Swiss Federal Code on International Private Law, continuing its existence under articles 620 et seq. of the Swiss Federal Code on Obligations as a Swiss corporation.  The Change of Domicile did not result in any material change to the registrant’s business, management, assets, liabilities or net worth. Tyco’s common shares continue to be listed on the New York Stock Exchange under the same ticker symbol, “TYC”.

As a result of the Change of Domicile, holders of common shares of Tyco registered in Bermuda became holders of common shares of Tyco registered in Switzerland, and their rights as holders of Tyco common shares are now governed by the Swiss Code of Obligations and Tyco’s articles of association and organizational regulations. A description of the differences between the rights of holders of common shares of Tyco registered in Bermuda and common shares of Tyco registered in Switzerland is provided in Tyco’s Form S-4/A filed with the SEC on January 16, 2009, under the headings “Description of Swiss Shares,” “Comparison of Shareholder Rights,” “Effects of the Change of Domicile” and “Material Tax Considerations”, which descriptions are incorporated herein by reference and made a part hereof.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.Plan Information*

Item 2.Registrant Information and Employee Plan Annual Information*

*Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Certain Documents by Reference

The following documents, which have heretofore been filed by Tyco with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, and pursuant to the Exchange Act, are incorporated by reference herein and shall be deemed to be a part hereof:

(a)Tyco’s annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Exchange Act, containing audited financial statements for Tyco’s fiscal year ended September  26, 2008, as filed with the Commission on November 19, 2008;

(b)All other reports filed by Tyco pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) above;

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(c)Tyco’s Current Reports on Form 8-K filed with the Commission on March 17, 2009; and

(d)The description of Tyco’s common stock included in the registration statement on Form S-4 (Registration No. 333-156042) filed under the Securities Act, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by Tyco with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.  Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that Tyco discloses under Items 2.02 or 7.01 of any Current Report on Form 8-K that it may from time to time furnish to the Securities and Exchange Commission will be incorporated by reference into, or otherwise included in, this registration statement.

Any statement, including financial statements, contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or therein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Tyco’s Exchange Act file number with the Commission is 001-13836.

During the first quarter of fiscal 2009, Tyco approved a plan to sell a business within its Electrical and Metal Products segment which did not meet the criteria for discontinued operations.  In accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment of Long-Lived Assets,” the business was classified as held for sale in the Consolidated Balance Sheet as of December 26, 2008.  Accordingly, the Consolidated Balance Sheet as of September 26, 2008 was also recast to disclose the effects of reclassifying the business as held for sale in Tyco’s Quarterly Report on Form 10-Q for the period ended December 26, 2008, which has been incorporated by reference in this registration statement.

The Consolidated Balance Sheets and accompanying notes as of September 26, 2008 and September 28, 2007 in Tyco’s Annual Report on Form 10-K are incorporated by reference in this registration statement. The Consolidated Balance Sheet as of September 26, 2008 has not been recast to disclose the effects of reclassifying the business as held for sale, as the Company intends to present such information on a prospective basis when the Company files its Quarterly Reports on Form 10-Q for the periods ended March 27, 2009 and June 26, 2009 and its Annual Report on Form 10-K for the fiscal year ended September 25, 2009. The Consolidated Balance Sheet as of September 28, 2007 has also not been recast to disclose the effects of reclassifying this business as held for sale. The recasting of the financial statements will not have an effect on Tyco’s Consolidated Statements of Income, Cash Flows or Shareholder’s Equity for any of the periods presented.

Item 4.Description of Securities

Not applicable.

Item 5.Interests of Named Experts and Counsel

Not applicable.

Item 6.Indemnification of Directors and Officers

Tyco’s Swiss articles of association provide that it shall indemnify and hold harmless, to the fullest extent permitted by Swiss law, the existing and former members of the board of directors and officers out of the assets of Tyco from and against all threatened, pending or completed actions, suits or proceedings—whether civil, criminal, administrative or investigative—and all costs, charges, losses, damages and expenses which they or any of them,

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their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done or alleged to be done, concurred or alleged to be concurred in or omitted or alleged to be omitted in or about the execution of their duty, or alleged duty, or by reason of the fact that he is or was a member of the board of directors or an officer of Tyco, or while serving as a member of the board of directors or officer of Tyco is or was serving at the request of Tyco as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; provided, however, that this indemnity shall not extend to any matter in which any of said persons is found, in a final judgment or decree of a court or governmental or administrative authority of competent jurisdiction not subject to appeal, to have committed an intentional or grossly negligent breach of his statutory duties as a member of the board of directors or officer.

Tyco may advance the expenses of defending any such act, suit or proceeding in accordance with and to the full extent now or hereafter permitted by law. Such indemnification and advancement of expenses are not exclusive of any other right to indemnification or advancement of expenses provided by law or otherwise.

Tyco maintains $250 million of insurance to reimburse the directors and officers of Tyco and its subsidiaries for charges and expenses incurred by them for wrongful acts claimed against them by reason of their being or having been directors or officers of Tyco or any of its subsidiaries. Such insurance specifically excludes reimbursement of any director or officer for any charge or expense incurred in connection with various designated matters, including libel or slander, illegally obtained personal profits, profits recovered by Tyco pursuant to Section 16(b) of the Exchange Act and deliberate dishonesty.

Item 7.Exemption from Registration Claimed

Not applicable.

Item 8.Exhibits

Exhibit No.	Description
4.1	Articles of Association of Tyco International Ltd. (incorporated by reference to Exhibit 3.1 to Tyco International Ltd.’s Current Report on Form 8-K filed on March 17, 2009).
4.2	Organizational Regulations of Tyco International Ltd. (incorporated by reference to Exhibit 3.2 to Tyco International Ltd.’s Current Report on Form 8-K filed on March 17, 2009).
5.1	Opinion of Counsel
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Counsel (incorporated by reference to Exhibit 5.1)
24	Power of Attorney
99.1	Tyco International Ltd.’s Current Report on Form 8-K12G3 filed on March 17, 2009 (incorporated by reference)
99.2	Tyco International Ltd.’s Current Report on Form 8-K filed on March 17, 2009 (incorporated by reference)

Item 9.Undertakings

1.Tyco hereby undertakes:

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

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

(ii)To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which,

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individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by Tyco pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;

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

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

2.Tyco hereby further undertakes that, for the purposes of determining any liability under the Securities Act, each filing of Tyco’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Tyco pursuant to provisions and arrangements that exist whereby Tyco may indemnify such persons against liabilities arising under the Securities Act, or otherwise, Tyco has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Tyco of expenses incurred or paid by a director, officer or controlling person of Tyco in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Tyco will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, Tyco certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on this 23rd day of March, 2009.

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

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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Edward D. Breen	Chairman of the Board and Chief	March 23, 2009
Edward D. Breen	Executive Officer
	(Principal Executive Officer)
/s/ Christopher J. Coughlin	Executive Vice President and	March 23, 2009
Christopher J. Coughlin	Chief Financial Officer
	(Principal Financial Officer)
/s/ Carol Anthony Davidson	Senior Vice President, Controller	March 23, 2009
Carol Anthony Davidson	and Chief Accounting Officer
	(Principal Accounting Officer)
*	Director	March 23, 2009
Timothy M. Donahue
*	Director	March 23, 2009
Brian Duperreault
*	Director	March 23, 2009
Bruce S. Gordon
*	Director	March 23, 2009
Rajiv L. Gupta
*	Director	March 23, 2009
John A. Krol
*	Director	March 23, 2009
Brendan R. O’Neill
*	Director	March 23, 2009
William S. Stavropoulos
*	Director	March 23, 2009
Sandra S. Wijnberg

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*	Director	March 23, 2009
Jerome B. York
*	Director	March 23, 2009
R. David Yost
/s/ Christopher J. Coughlin	Authorized Representative in the	March 23, 2009
Christopher J. Coughlin	United States

*Judith A. Reinsdorf, by signing her name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals, which have been filed as Exhibit 24 to this Report.

/s/ Judith A. Reinsdorf

Judith A. Reinsdorf

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Articles of Association of Tyco International Ltd. (incorporated by reference to Exhibit 3.1 to Tyco International Ltd.’s Current Report on Form 8-K filed on March 17, 2009).
4.2	Organizational Regulations of Tyco International Ltd. (incorporated by reference to Exhibit 3.2 to Tyco International Ltd.’s Current Report on Form 8-K filed on March 17, 2009).
5.1	Opinion of Counsel
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Counsel (incorporated by reference to Exhibit 5.1)
24	Power of Attorney
99.1	Tyco International Ltd.’s Current Report on Form 8-K12G3 filed on March 17, 2009 (incorporated by reference)
99.2	Tyco International Ltd.’s Current Report on Form 8-K filed on March 17, 2009 (incorporated by reference)

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EX-5.1

Exhibit 5.1

[LETTERHEAD OF VISCHER Attorneys at Law]

Tyco International Ltd.

Freier Platz 10

CH-8200 Schaffhausen

Switzerland

Matthias Staehelin

Phone +41 61 279 33 53

mstaehelin@vischer.com

www.vischer.com

Basel, March 23, 2009

Tyco International Ltd.

Dear Sirs,

We have acted as Swiss counsel to Tyco International Ltd., a company limited by shares (the “Company”), in connection with the continuation of the Company as a Swiss company pursuant to a continuation procedure under Bermuda and Swiss law, whereby the Company transferred its domicile to Switzerland and reconstituted itself as share corporation (Aktiengesellschaft) under the laws of Switzerland with domicile in Schaffhausen, Switzerland (the “Continuation”) pursuant to art. 161 Swiss Federal Code on Private International Law (“SIPL”) from the current seat in Bermuda to Schaffhausen/Switzerland.

This opinion is being rendered at the request of the Company in connection with the post-effective amendment no. 1 to the Registration Statement on Form S-8 (no. 333-95595), the post-effective amendment no. 1 to the Registration Statement on Form S-8 (no. 333-107489), the post-effective amendment no. 1 to the Registration Statement on Form S-8 (no. 333-113943) and the post-effective amendment no. 1 to the Registration Statement on Form S-8 (no. 333-148096) filed with the U.S. Securities and Exchange Commission on or about 23 March 2009 (all together the “Post-Effective Amendment”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, of  registered shares in the Company, each share having a par value of CHF 8.53 (the “Shares”), which may be issued from time to time under the Plans (as defined below).

We understand that the Company is party to (i) the Tyco International Retirement Savings and Investment Plan III, IV, V and VI (Puerto Rico); (ii) the Tyco

International Ltd. UK Savings-Related Share Option Plan; (iii) the Tyco Employee Stock Purchase Plan and (iv) the Tyco International Ltd. 2004 Stock and Incentive Plan (the plans (i) to (iv) together the “Plans” and each alone a “Plan”).

I.DOCUMENTS

For purposes of rendering this opinion, we have examined and relied on the following documents:

a)an excerpt from the register of commerce of the Canton Schaffhausen Commercial Register of the Canton of Schaffhausen in respect of the Company, certified by such Commercial Register to be up-to-date as of 17 March 2009 (the “Excerpt”);

b)a copy of the public deed regarding the special general meeting of the Company dated 12 March 2009 (the “Public Deed”);

c)articles of association of the Company dated 12 March 2009 as filed with the register of commerce in Schaffhausen, Switzerland (“Articles of Association”); and

d)an extract from the minutes of the meeting of the board of directors held on 12 March 2009 regarding the Continuation.

The documents referred to a) and d) are referred to together as the “Documents”.

We have further examined such other records, documents and other instruments as we have deemed necessary or advisable for the purposes of rendering this opinion.

II.ASSUMPTIONS

In giving this opinion, we have assumed that:

a)all Documents submitted to us as copies are complete and conform to their originals and such originals are authentic;

b)all signatures on the Documents are genuine;

c)prior to the registration of the Company in register of commerce of the Canton Schaffhausen in Switzerland (the moment such registration is effected by registration of the Company in the daily book of the register of commerce hereinafter the “Effective Time”), the Company is duly incorporated and validly existing and in good standing under the laws of the Bermuda;

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d)the Continuation has been validly authorized by all necessary corporate action of the Company as required under Bermuda law, the Company’s bye-laws as applicable to the Company and enforceable prior to the Continuation;

e)no bankruptcy, reorganization, liquidation or similar proceedings is or are pending or were initiated against the Company outside Switzerland, no litigation, administrative or other proceeding of or before any non-Swiss governmental authority is pending against the Company outside Switzerland and that the Company has not passed a voluntary winding-up resolution, no petition has been presented or order been made by a court for the winding-up, dissolution, composition or administration of the Company and no receiver, trustee, administrator or similar officer has been appointed in relation to the Company or any of its assets or revenues outside Switzerland;

f)the legal capacity, power and authority of each of the parties (other than the Company) to enter into and perform its obligations under the Plans as well as the due authorization, execution and delivery of the Plans or any document thereunder by each of the parties thereto (including the Company) and that all consents or approvals from and filings, registrations and notifications with or to all governmental authorities (other than in Switzerland) required in connection with the execution, delivery and performance of the Plans have been obtained or made and are in full force and effect;

g)the Plans are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions passed by the Board of Directors of the Company in meetings which were duly convened and at which a duly constituted quorum was present and voting throughout and that there is no matter affecting the authority of the Directors to approve the adoption of the Plan and filing of the Registration Statement which would have any adverse implication in relation to the opinions expressed herein.

h)the Plans constitute legal, valid, binding and enforceable obligations of the parties thereto under the governing law;

i)all authorizations, approvals, consents, licenses, exemptions and other requirements, other than those required under the laws of Switzerland, for the legality, validity and enforceability of the Plans have been duly obtained and are and will remain in full force and effect;

j)the exercise of the options granted under the Plans will be conducted in the manner described in the Plans;

k)the exercise price of any option granted under the Plans is at least the current par value of CHF 8.53 per share;

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l)at the time of any issuance of Shares under any Plan, the Company will have according to article 6 para. 1 of the Articles of Association sufficient conditional share capital to issue the required number of new shares of the Company to be delivered to option holders exercising options granted under the Plans;

m)the issue of the Shares of the Company upon exercise of options granted under the Plans will (i) be in accordance with the terms and the procedures described in the Plans and (ii) that the exercise price payable under the plans is paid by the option holder to the Company; and

n)(i) the requisite reports of the Company’s auditors according to Article 653f of the Swiss Code of Obligations (the “CO”), (ii) the amendments of the Articles of Association according to article 653g CO, and (iii) the entry of the share capital increase into the Commercial Register of the Canton of Schaffhausen will be given or made.

III.OPINIONS

On the basis of the foregoing and subject to the qualifications hereinafter set forth, we express the following opinions:

a)The Company has been registered in the register of commerce of the Canton Schaffhausen pursuant to art. 161 SIPL as Swiss share corporation (Aktiengesellschaft) according to article 620 et seq. CO and is duly incorporated and validly existing as a share corporation under the laws of Switzerland with a share capital of CHF 4’088’387’211.53 divided in 479’295’101 common shares (Namenaktien) with a par value of CHF 8.53 each, having unlimited corporate existence and the capacity to carry out its business, to own its property and to sue and to be sued in its own name.

b)The Shares when issued and paid for in accordance with the terms and conditions of the applicable Plan, and the Articles of Association and, provided the issue price for such Shares has been fully paid in, will be validly issued, fully paid-in and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

IV.QUALIFICATIONS

This opinion is subject to the following qualifications:

This opinion is limited to matters of Swiss law as in force on the date hereof and as applied and construed by the courts of Switzerland. We have not investigated the laws of any jurisdiction other than Switzerland,

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any representations and warranties made by the parties to the Plans or any matters of fact.

The opinion set forth herein is limited to the matters specifically addressed herein, and no other opinion or opinions are expressed or may be implied or inferred.

In this opinion, Swiss legal concepts are expressed in English terms and not in their original terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This opinion may, therefore, only be relied upon subject to the reservation that any issues of interpretation or liability arising hereunder will be governed by Swiss law and be brought before a Swiss court.

We assume no obligation to advise you of any changes to this opinion that may come to our attention after the date hereof. This opinion is exclusively addressed to the addressee for their own use and benefit and may not be relied upon by any other persons or copies distributed to any other person. We consent to the filing of this opinion as an exhibit to the Post-Effective Amendments.  In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended or the rules and regulations of the U.S. Securities & Exchange Commission.

Very truly yours,

/s/ Matthias Staehelin

Matthias Staehelin

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-95595 on Form S-8 of our reports dated November 19, 2008, relating to (i) the consolidated financial statements and financial statement schedule of Tyco International Ltd. and subsidiaries (the “Company”) (which report expresses an unqualified opinion and includes explanatory paragraphs noting that a) effective September 29, 2007 the Company adopted Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109, b) the Company changed the depreciation method and estimated useful life used to account for pooled subscriber system assets and related deferred revenue from the straight-line method with lives ranging from 10 to 14 years to an accelerated method with lives up to 15 years effective as of the beginning of the fiscal third quarter of 2007, c) the Company adopted the recognition and related disclosure provisions of Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R) effective September 28, 2007, and d) the Company adopted Financial Accounting Standards Board Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations—an interpretation of FASB Statement No. 143 effective September 29, 2006) and (ii) the effectiveness of the Company’s internal control over financial reporting (which report expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of a material weakness) appearing in the Annual Report on Form 10-K of Tyco International Ltd. and subsidiaries for the year ended September 26, 2008.

/s/ Deloitte & Touche LLP

New York, New York
March 23, 2009

EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, being directors or officers of Tyco International Ltd. (the “Company”, which has filed with the Securities and Exchange Commission (the “SEC”) certain Registration Statements on Forms S-3 and S-8), hereby constitutes and appoints Christopher J. Coughlin, Executive Vice President and Chief Financial Officer of the Company, Judith A. Reinsdorf, Executive Vice President and General Counsel of the Company, and John S. Jenkins, Vice President and Corporate Secretary of the Company, and each of them, his or her true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him or her or in his or her name, place and stead, in any and all capacities to sign, or cause to be signed electronically, and file, in connection with the Company’s proposed change of domicile from Bermuda to Switzerland (i) such registration statements, including all exhibits and other documents in connection therewith, as are necessary or advisable to be filed with the SEC in connection with such change of domicile, (ii) any and all amendments, post-effective amendments and supplements to any such registration statement or any registration statement that is currently effective with the SEC and (iii) any and all applications or other documents pertaining to such securities or such registration, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

NAME	TITLE	DATE
/s/ Edward D. Breen	Chairman of the Board and Chief Executive Officer
Edward D. Breen	(Principal Executive Officer)	March 12, 2009
/s/ Christopher J. Coughlin	Executive Vice President and Chief Financial Officer
Christopher J. Coughlin	(Principal Financial Officer)	March 12, 2009
	Senior Vice President, Controller and Chief Accounting Officer
Carol Anthony Davidson	(Principal Accounting Officer)	March 12, 2009
/s/ Timothy M. Donahue
Timothy M. Donahue	Director	March 12, 2009

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NAME	TITLE	DATE
/s/ Brian Duperreault
Brian Duperreault	Director	March 12, 2009
/s/ Bruce S. Gordon
Bruce S. Gordon	Director	March 12, 2009
/s/ Rajiv L. Gupta
Rajiv L. Gupta	Director	March 12, 2009
/s/ John A. Krol
John A. Krol	Director	March 12, 2009
/s/ Brendan R. O’Neill
Brendan R. O’Neill	Director	March 12, 2009
/s/ William S. Stavropoulos
William S. Stavropoulos	Director	March 12, 2009
/s/ Sandra S. Wijnberg
Sandra S. Wijnberg	Director	March 12, 2009
/s/ Jerome B. York
Jerome B. York	Director	March 12, 2009
/s/ R. David Yost
R. David Yost	Director	March 12, 2009

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