RNS Number:4814N
Tyco International Ld
11 July 2003


FOR IMMEDIATE RELEASE


         TYCO ADOPTS NEW POLICIES ON EXECUTIVE AND DIRECTOR COMPENSATION

          Board Limits Executive Severance, Sets Requirements for Stock 
           Ownership and Revises Compensation Structure for Directors


PEMBROKE, Bermuda, July 11, 2003 -- Tyco International Ltd. (NYSE: TYC, BSX:
TYC, LSE: TYI) today announced that its Board of Directors has adopted limits on
severance and change-in-control agreements for senior executives.  The Board has
also adopted guidelines that require senior executives (e.g., "Section 16B
officers" as defined by the Securities and Exchange Commission) to retain a
minimum percentage of shares acquired through equity awards and, over time, to
hold certain amounts of Tyco common stock.  In addition, the Board has revised
the compensation structure for directors.

Prior to today's action, the Company had no official corporate policy on
severance and no requirement for stock ownership by its senior management or
Board.

The severance and change-in-control policies will be applied to future severance
agreements. The major provisions of these policies include:

  * Senior Executives will be limited to cash severance of two times base
    salary and bonus at the time of termination and payments of 2.99 times base
    salary and bonus in a change-of-control situation.

  * Post-employment benefits will be limited to outplacement services and
    transitional health benefits, with no provisions for consulting contracts,
    airplane usage, offices or other perquisites.

The new minimum ownership guidelines range from two times base pay for Senior
Vice Presidents to ten times base pay for the Chief Executive Officer.  These
officers will be required to retain at least 75% of vested stock and shares
acquired on option exercises (net of taxes) until certain minimum guidelines are
met and to retain at least 25% thereafter.  Executives may reach this target
over a multi-year period.

The principal changes in directors' compensation are to move the equity part of
their compensation from stock options to stock units that vest at their
retirement from the Board and to recognize the added responsibilities of certain
Board roles.  Total compensation for non-chair directors will not change.  The
major provisions of their compensation structure include:

  * The cash compensation for individual members will remain at $80,000 per
    year.

  * Directors will also receive $120,000 per year in deferred stock units 
    ("DSU's") that will be paid out in shares only at the time of a director's
    retirement from the Board.  Directors were previously paid a comparable
    value in the form of stock options.

  * Additional retainers will be granted for committee chairs, including
    $20,000 for Audit Committee Chair, $15,000 for the Compensation or
    Governance Committee Chair and $20,000 for the Lead Director.


Chairman and CEO Ed Breen said:  "At the time of our Annual Meeting, we told our
shareholders that our new Board would develop a severance policy as part of its
review of the Company's governance program.  We have now fulfilled that
commitment.  In addition, the Board has adopted guidelines that require Tyco's
senior executives and directors to maintain certain levels of Company stock,
thereby ensuring that the interests of Tyco's leadership and shareholders are
completely aligned.  We believe these policies further our goal of establishing
clear and transparent standards for all aspects of Tyco's management so that our
investors know that we are acting on their behalf."


ABOUT TYCO INTERNATIONAL LTD.

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


FORWARD LOOKING STATEMENTS

This release may contain certain "forward- looking statements" within the
meaning of the United States Private Securities Litigation Reform Act of 1995.
These statements are based on management's current expectations and are subject
to risks, uncertainty and changes in circumstances, which may cause actual
results, performance or achievements to differ materially from anticipated
results, performance or achievements. All statements contained herein that are
not clearly historical in nature are forward looking and the words "anticipate,"
"believe," "expect," "estimate," "plan," and similar expressions are generally
intended to identify forward-looking statements. The forward-looking statements
in this release include statements addressing the following subjects: future
financial condition and operating results.  Economic, business, competitive and/
or regulatory factors affecting Tyco's businesses are examples of factors, among
others, that could cause actual results to differ materially from those
described in the forward-
looking statements.

More detailed information about these and other factors is set forth in Tyco's
Annual Report on Form 10-K for the fiscal year ended September 30, 2002, and in
Tyco's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.  Tyco
is under no obligation to (and expressly disclaims any such obligation to)
update or alter its forward-looking statements whether as a result of new
information, future events or otherwise.

Contact:

     Gary Holmes (Media)
     212-424-1314

     Ed Arditte (Investors)
     212-424-1390


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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