Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


TYCO INTERNATIONAL LTD.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
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You are cordially invited to attend the 2010 Annual General Meeting of Shareholders of Tyco International Ltd., which will be held on March 10, 2010 at 3:00 p.m., Central European Time, at the Park Hyatt Zürich, Beethoven-Strasse 21, 8002 Zürich, Switzerland. Details of the business to be presented at the meeting can be found in the accompanying Notice of Annual General Meeting and Proxy Statement. We hope you are planning to attend the meeting. Your vote is important. Whether or not you are able to attend, it is important that your common shares be represented at the meeting. Accordingly, we ask that you please complete, sign, date and return the enclosed proxy card at your earliest convenience.

On behalf of the Board of Directors and the management of Tyco, I extend our appreciation for your continued support.

TYCO INTERNATIONAL LTD.

NOTICE OF 2010 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 10, 2010

NOTICE IS HEREBY GIVEN that the 2010 Annual General Meeting of Shareholders of Tyco International Ltd. will be held on March 10, 2010 at 3:00 p.m., Central European Time, at the Park Hyatt Zürich, Beethoven-Strasse 21, 8002 Zürich, Switzerland for the following purposes:

This Notice of Annual General Meeting and Proxy Statement and the enclosed proxy card are first being sent on or about January 22, 2010 to each holder of record of Tyco common shares at the close of business on January 11, 2010. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card to ensure that your common shares are represented at the meeting. Tyco shareholders of record who attend the meeting may vote their common shares personally, even though they have sent in proxies.


INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL GENERAL MEETING		1
	Questions and Answers About Voting Your Common Shares	1
	Returning Your Proxy Card	6
	Organizational Matters Required by Swiss Law	7
PROPOSAL NUMBER ONE—APPROVAL OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS		9
PROPOSAL NUMBER TWO—DISCHARGE FROM LIABILITY OF THE BOARD OF DIRECTORS		10
PROPOSAL NUMBER THREE—ELECTION OF DIRECTORS		11
	Current Directors Nominated for Re-Election	11
	New Director Nominated for Election	13
PROPOSAL NUMBER FOUR—ELECTION OF AUDITORS		14
	Election of Deloitte AG (Zürich) as Statutory Auditors	14
	Ratification of Appointment of Deloitte & Touche LLP for purposes of US Securities Law Reporting	14
	Election of PricewaterhouseCoopers AG (Zürich) as Special Auditors	15
PROPOSAL NUMBER FIVE—ALLOCATION OF FINANCIAL RESULTS AND CAPITAL REDUCTION		16
	Allocation of fiscal year 2009 results	16
	Approval of the payment of a dividend in the form of a capital reduction	16
PROPOSAL NUMBER SIX—APPROVAL OF AMENDMENT TO ARTICLES OF ASSOCIATION		19
GOVERNANCE OF THE COMPANY		20
	Our Corporate Governance Principles	20
	Board of Directors	21
	Director Independence	25
	Director Service	26
	Director Orientation and Education	27
	Other Directorships, Conflicts and Related Party Transactions	27
	Guide to Ethical Conduct	28
	Charitable Contributions	28
COMPENSATION OF NON-EMPLOYEE DIRECTORS		28
COMMITTEES OF THE BOARD		30
	Compensation Committee Interlocks and Insider Participation	31
	Nomination of Directors	31
	Executive Officers	33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		35


EXECUTIVE OFFICER COMPENSATION		37
	Compensation Discussion and Analysis	37
	Introduction	37
	Fiscal 2009 Summary	37
	Compensation Committee Actions in Fiscal 2009	38
	Process Overview	39
	Elements of Compensation	41
	Tax Deductibility of Executive Compensation	48
	Change in Control and Severance Benefits	48
	Pay Recoupment Policy	54
	Stock Ownership Guidelines	54
	Compensation and Human Resources Committee Report on Executive Compensation	55
	Executive Compensation Tables	56
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		67
AUDIT COMMITTEE REPORT		67
OTHER MATTERS		69
	Costs of Solicitation	69
	Registered and Principal Executive Offices	69
	Shareholder Proposals for the 2011 Annual General Meeting	69
	United States Securities and Exchange Commission Reports	69

Tyco has sent this Notice of Annual General Meeting and Proxy Statement, together with the enclosed proxy card or voting instruction card, because Tyco's Board of Directors is soliciting your proxy to vote at the Annual General Meeting on March 10, 2010. This Proxy Statement contains information about the items being voted on at the Annual General Meeting and important information about Tyco. Tyco's 2009 Annual Report to Shareholders, which includes Tyco's parent company financial statements and consolidated financial statements for the fiscal year ended September 25, 2009 (the "Annual Report"), is enclosed with these materials.

Tyco has sent these materials to each person who is registered as a holder of its common shares in its register of shareholders (such owners are often referred to as "holders of record" or "registered shareholders") as of the close of business on January 11, 2010, the record date for the Annual General Meeting. Any Tyco shareholder as of the record date who does not receive a copy of this Notice of Annual General Meeting and Proxy Statement, together with the enclosed proxy card or voting instruction card and the Annual Report, may obtain a copy at the Annual General Meeting or by contacting Tyco at +41 52 633 02 44.

Tyco has requested that banks, brokerage firms and other nominees who hold Tyco common shares on behalf of the owners of the common shares (such owners are often referred to as "beneficial shareholders" or "street name holders") as of the close of business on January 11, 2010 forward these materials, together with a proxy card or voting instruction card, to those beneficial shareholders. Tyco has agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials.

Finally, Tyco has provided for these materials to be sent to persons who have interests in Tyco common shares through participation in Tyco's retirement savings plans and employee share purchase plans. These individuals are not eligible to vote directly at the Annual General Meeting. They may, however, instruct the trustees of these plans how to vote the common shares represented by their interests. The enclosed proxy card will also serve as voting instructions for the trustees of the plans.

January 11, 2010, is the record date for the Annual General Meeting. On January 11, 2010, there were 475,105,308 common shares outstanding and entitled to vote at the Annual General Meeting. Shareholders registered in our share register with voting rights at the close of business on January 11, 2010 are entitled to vote at the Annual General Meeting, except as provided below. A shareholder who purchases shares from a registered holder after January 11, 2010, but before March 1, 2010, and who wishes to vote his or her shares at the Annual General Meeting must (i) ask to be registered as a shareholder with respect to such shares in our share register prior to March 1, 2010 and (ii) obtain a proxy from the registered voting rights record holder of those shares as of the record date. If you are a record holder of our common shares (as opposed to a beneficial shareholder) on the record date but sell your shares prior to the Annual General Meeting, you will not be entitled to vote those shares at the Annual General Meeting.

In March 2009, Tyco changed its jurisdiction of incorporation from Bermuda to Switzerland. As described in our January 21, 2009 proxy statement/ prospectus, you should exchange any certificates representing our common shares you own that were issued while we were a Bermuda company for book-entry shares recorded electronically in our share register, and simultaneously elect to be enrolled as a shareholder with voting rights. While you will continue to be entitled to dividends, preemptive

rights and liquidation proceeds even if you do not submit your certificates, you may not be able to exercise any voting rights, prove your ownership interest in the Company, transfer your shares or exercise other shareholder rights until you submit your certificates and are registered as a shareholder entitled to voting rights. Please contact our transfer agent, BNY Mellon Shareowner Services, at 800-685-4509, to obtain the appropriate forms to surrender your old certificates. Beneficial holders of shares held in "street name" are not required to take any action in this regard.

Every holder of a common share on the record date will be entitled to one vote per share for each Director to be elected at the Annual General Meeting and to one vote per share on each other matter presented at the Annual General Meeting. However, if you own "Controlled Shares" representing voting power of 15% or more, your ability to vote shares exceeding 15% of the voting power is limited. Controlled Shares is defined in Article 8 of our Articles of Association and generally refers to shares held directly, indirectly, formally, constructively or beneficially by any individual or entity, or any individuals or entities acting together as a group, subject to certain limitations.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Most of our shareholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

If your shares are registered directly in your name, as registered shares entitled to voting rights, in our share register operated by our transfer agent, BNY Mellon Shareowner Services, you are considered, with respect to those shares, the shareholder of record and these proxy materials are being sent to you directly by us. As the shareholder of record, you have the right to grant your voting proxy directly to the Company officers named in the proxy card or to the independent proxy (see "How Do I Appoint and Vote via an Independent Proxy?" below) named in the proxy card, or to grant a written proxy to any person (who does not need to be a shareholder), or to vote in person at the Annual General Meeting. We have enclosed a proxy card for you to use in which you can elect to appoint Company officers or the independent proxy as your proxy.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares and are also invited to attend the Annual General Meeting. However, since you are not the shareholder of record, you may only vote these shares in person at the Annual General Meeting if you follow the instructions described below under the heading "How do I attend the Annual General Meeting?" and "How do I vote?" Your broker, bank or other nominee has enclosed a voting instruction card for you to use in directing your broker, bank or other nominee as to how to vote your shares, which may contain instructions for voting by telephone or electronically.

Even if you plan to be present at the Annual General Meeting, we encourage you to complete and mail the enclosed card to vote your common shares by proxy. Telephone and Internet voting facilities for stockholders will be available 24 hours a day and will close at 11:59 p.m. EST on March 9, 2010.

If you properly fill in your proxy card appointing an officer of the Company as your proxy and send it to us in time to vote, your proxy, meaning one of the individuals named on your proxy card, will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by the Board "FOR" each of the agenda items listed above. Alternatively, you can grant a proxy to the independent proxy as described below.

If a new agenda item or a new motion or proposal for an existing agenda item is presented to the Annual General Meeting, the Company officer acting as your proxy will vote in accordance with the recommendation of our Board of Directors. At the time we began printing this proxy statement, we knew of no matters that needed to be acted on at the Annual General Meeting other than those discussed in this proxy statement.

Whether or not you plan to attend the Annual General Meeting, we urge you to submit your proxy. Returning the proxy card will not affect your right to attend the Annual General Meeting. You must return your proxy cards by the times and dates set forth below under "Returning Your Proxy Card" in order for your vote to be counted.

If you are a shareholder of record as of the record date, you may authorize the independent proxy, Dr. Harald Maag, Attorney-at-Law, Forchstrasse 452, P.O. Box 1432, CH-8032 Zürich, with full rights of substitution, to vote your common shares on your behalf by checking the appropriate box on the enclosed proxy card. If you authorize the independent proxy to vote your shares without giving instructions, your shares will be voted in accordance with the recommendations of the Board of Directors with regard to the items listed in the notice of meeting.

If new agenda items (other than those in the notice of meeting) or new proposals or motions with respect to those agenda items set forth in the notice of meeting are being put forth before the Annual General Meeting, the independent proxy will, in the absence of other specific instructions, vote in accordance with the recommendations of the Board of Directors.

All shareholders are invited to attend and vote at the Annual General Meeting. For admission to the Annual General Meeting, shareholders of record should bring the admission ticket attached to the enclosed proxy card to the Registered Shareholders check-in area and a form of photo identification, where their ownership will be verified. Those who beneficially own shares should come to the Beneficial Owners check-in area. To be admitted, beneficial owners must bring account statements or letters from their banks or brokers showing that they own Tyco common shares as of January 11, 2010 along with a form of photo identification. Registration will begin at 2:00 p.m. Central European Time and the Annual General Meeting will begin at 3:00 p.m. Central European Time.

What if I return my proxy or voting instruction card but do not mark it to show how I am voting?

Your common shares will be voted according to the instructions you have indicated on your proxy or voting instruction card. If you sign and return your proxy card or voting instruction card but do not indicate instructions for voting, your common shares will be voted: "FOR" the election of all nominees to the Board named on the proxy card; "FOR" proposals two through six; and, with respect to any other matter which may properly come before the Annual General Meeting, and any adjournment or postponement thereof, in accordance with the recommendation of the Board of Directors.

May I change or revoke my vote after I return my proxy or voting instruction card?

If you have granted your proxy to the independent proxy and wish to revoke or change the proxy, you should send a revocation letter, and new proxy, if applicable, directly to the independent proxy, Dr. Harald Maag, Attorney-at-Law, Forchstrasse 452, P.O. Box 1432, CH-8032 Zürich, or by fax at +41 44 396 91 92.

What does it mean if I receive more than one proxy or voting instruction card?

It means you have multiple accounts at the transfer agent and/or with banks and stockbrokers. Please vote all of your common shares. Beneficial owners sharing an address who are receiving multiple copies of the proxy materials and Annual Report will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all shareholders at the shared address in the future. In addition, if you are the beneficial owner, but not the record holder, of Tyco's common shares, your broker, bank or other nominee may deliver only one copy of the Proxy Statement and Annual Report to multiple shareholders who share an address unless that nominee has received contrary instructions from one or more of the shareholders. Tyco will deliver promptly, upon written or oral request, a separate copy of the Proxy Statement and Annual Report to a shareholder at a shared address to which a single copy of the documents was delivered. Shareholders who wish to receive a separate written copy of the Proxy Statement and Annual Report, now or in the future, should submit their request to Tyco by telephone at +41 52 633 02 44 or by submitting a written request to Tyco Shareholder Services, Tyco International Ltd., Freier Platz 10, CH-8200 Schaffhausen, Switzerland.

What proposals are being presented at the Annual General Meeting and what vote is required to approve each proposal?

Tyco intends to present proposals numbered one through six for shareholder consideration and voting at the Annual General Meeting. These proposals are for:

Other than matters incident to the conduct of the Annual General Meeting and those set forth in this Proxy Statement, Tyco does not know of any other business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on the matter at their discretion, and such proxy holders will vote in accordance with the recommendations of the Board of Directors.

Our Articles of Association provide that all resolutions and elections made at a shareholders' meeting require the presence, in person or by proxy, of a majority of all shares entitled to vote, with abstentions, broker non-votes, blank or invalid ballots regarded as present for purposes of establishing the quorum.

A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular agenda item because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Although brokers have discretionary power to vote your shares with respect to "routine" matters, they do not have discretionary power to vote your shares on "non-routine" matters pursuant to New York Stock Exchange ("NYSE") rules. We believe the following proposals will be considered non-routine under NYSE rules and therefore your broker will not be able to vote your shares with respect to these proposals unless the broker receives appropriate instructions from you: Proposal No. 3 (Election of Directors), Proposal No. 5 (Allocation of Financial Results and Capital Reduction) and Proposal No. 6 (Approval of Amendment to Articles of Association). Because of a change in NYSE rules, we note that, unlike at our previous annual general meetings, your broker will not be able to vote your shares with respect to the election of directors if you have not provided instructions to your broker. We strongly encourage you to submit your proxy card and exercise your right to vote as a shareholder.

Common shares owned by shareholders electing to abstain from voting with respect to any agenda item and broker non-votes will be regarded as present at the meeting and counted towards the determination of the majority required to approve the agenda items submitted to the Annual General Meeting. Therefore, abstentions and broker non-votes will have the effect of an "AGAINST" vote on such agenda items.

Other than matters incidental to the conduct of the Annual General Meeting and those set forth in this Proxy Statement, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on the matter at their discretion and such proxy holders will vote in accordance with the recommendations of the Board of Directors.

Broadridge Financial Solutions will act as the inspector of election and will tabulate the votes.

Important notice regarding the availability of proxy materials for the shareholder meeting to be held on March 10, 2010:

Our proxy statement for the 2010 Annual General Meeting, form of proxy card and 2009 Annual Report are available at www.proxyvote.com.

As permitted by Securities and Exchange Commission rules, Tyco is making this Proxy Statement and its Annual Report available to its stockholders electronically via the Internet. On January 22, 2009, we mailed to our stockholders a Notice containing instructions on how to access this proxy statement and our Annual Report and vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

Tyco shareholders should complete and return the proxy card as soon as possible. In order to assure that your proxy is received in time to be voted at the meeting, the proxy card must be

completed in accordance with the instructions on it and received at one of the addresses set forth below by the times (being local times) and dates specified:

If your common shares are held in street name, you should return your proxy card or voting instruction card in accordance with the instructions on that card or as provided by the bank, brokerage firm or other nominee who holds Tyco common shares on your behalf.

Tyco shareholders wishing to instruct the independent proxy should complete the proxy card as soon as possible and check the appropriate box to appoint the independent proxy. In order to assure that your proxy is received in time to be voted at the meeting by the independent proxy, the proxy card must be completed in accordance with the instructions on it and received at the address set forth below by the time (being local time) and date specified:

Shareholders who are registered in the share register on January 11, 2010 will receive the proxy statement and proxy cards from us. Beneficial owners of shares will receive an instruction form from their broker, bank, nominee or custodian acting as shareholder of record to indicate how they wish their shares to be voted. Beneficial owners who wish to vote in person at the Annual General Meeting are requested to obtain a proxy executed in their favor, from their broker, bank, nominee or other custodian that authorizes you to vote the shares held by them on your behalf. In addition, you must bring to the Annual General Meeting an account statement or letter from the broker, bank or other nominee indicating that you are the owner of the shares. Shareholders of record registered in the share register are entitled to vote and may participate in the Annual General Meeting. Each share carries one vote. The exercise of the voting right is subject to the voting restrictions set out in our Articles of Association, a summary of which is contained in "How many votes do I have?" For further information, refer to "Who is entitled to vote?", "What is the difference between holding shares as a shareholder of record and as a beneficial owner?", "How do I vote by proxy given to a company officer?", "How do I appoint and vote via an independent proxy?" and "How do I attend the Annual General Meeting?"

Shareholders who purchase our shares and, upon application, become registered as shareholders with respect to such shares after January 11, 2010, but on or before March 1, 2010, and who wish to vote those shares at the Annual General Meeting, will need to obtain a proxy, executed in their favor, from the registered holder of those shares as of the record date to vote their shares in person at the Annual General Meeting. Shareholders registered in our share register (as opposed to beneficial shareholders) who have sold their shares prior to the Annual General Meeting are not entitled to vote those shares.

If you are a shareholder of record and do not wish to attend the Annual General Meeting, you have the right to grant your voting proxy directly to the Company officers named in the proxy card. Alternatively, you can appoint Dr. Harald Maag, Attorney-at-Law, Forchstrasse 452, P.O. Box 1432, CH-8032 Zürich, as independent proxy, in accordance with Article 689c of the Swiss Code of Obligations, with full rights of substitution, by checking the appropriate box on the enclosed proxy card, or grant a written proxy to any other person, which person does not need to be a shareholder. For further information, refer to "How do I vote by proxy given to a company officer?" and "How do I appoint and vote via an independent proxy?"

The proxies granted to the independent proxy must be received by the independent proxy no later than March 9, 2010, 12:00 noon Central European time.

Registered shareholders who have appointed a Company officer or the independent proxy as a proxy may not vote in person at the meeting or send a proxy of their choice to the meeting, unless they revoke or change their proxies. Revocations must be received by the independent proxy no later than March 9, 2010, 11:00 a.m. Central European time. Registered shareholders who have appointed a Company officer as their proxy may revoke their proxy at any time before the vote is taken at the Annual General Meeting. However, a written revocation must be received by the Secretary in sufficient time to permit the necessary examination and tabulation of the subsequent revocation. Written revocations should be directed to the Secretary of the Company at the same addresses listed above used for proxy submissions.

With regard to the items listed on the agenda and without any explicit instructions to the contrary, the Company officer acting as proxy and the independent proxy will vote according to the recommendations of the Board of Directors. If new agenda items (other than those on the agenda) or new proposals or motions regarding agenda items set out in the invitation to the Annual General Meeting are being put forth before the meeting, the Company officer acting as proxy will vote in accordance with the recommendations of the Board of Directors, as will the independent proxy in the absence of other specific instructions.

Beneficial owners who have not obtained a proxy, executed in their favor, from their broker, custodian or other nominee, are not entitled to vote in person at, or participate in, the Annual General Meeting.

For further information, refer to "What is the difference between holding shares as a shareholder of record and as a beneficial owner?"

Proxy holders of deposited shares in accordance with Article 689d of the Swiss Code of Obligations are kindly asked to inform the Company of the number of the shares they represent as soon as possible, but no later than March 10, 2010, 2:00 p.m. Central European time at the Registered Shareholders check-in area.

The Tyco International Ltd. 2009 Annual Report containing the Company's audited consolidated financial statements with accompanying notes and its audited Swiss statutory financial statements prepared in accordance with Swiss law, which include required Swiss disclosures, is available on the Company's web site in the Investor Relations Section at www.tyco.com. Copies of this document may be obtained without charge by contacting Tyco by phone at +41 52 633 02 44. Copies may also be obtained without charge by contacting Investor Relations in writing, or may be physically inspected, at the offices of Tyco International Ltd., Freier Platz 10, CH-8200 Schaffhausen, Switzerland.

The Company's Annual Report to Shareholders for the fiscal year ended September 25, 2009, which accompanies this Proxy Statement, includes the parent company financial statements of Tyco International Ltd. (which do not consolidate the results of operations for Tyco's subsidiaries) and the Company's consolidated financial statements for the year ended September 25, 2009, and contains the reports of our statutory auditor and our independent registered public accounting firm, as well as information on the Company's business, organization and strategy. Copies of our 2009 Annual Report and this proxy statement are available on the Internet in the Investor Relations section of Tyco's website at www.tyco.com.

Deloitte AG (Zürich), as the Company's statutory auditor, has issued an unqualified recommendation to the Annual General Meeting that Tyco International Ltd's parent company financial statements be approved. As the Company's statutory auditor, Deloitte AG (Zürich) has expressed its opinion that the financial statements for the period ended September 25, 2009 comply with Swiss law and the Company's Articles of Association.

Deloitte AG (Zürich) has also issued a recommendation to the Annual General Meeting that the Company's consolidated financial statements be approved. As the Company's statutory auditor, Deloitte AG (Zürich) has expressed its opinion that the consolidated financial statements present fairly, in all material respects, the financial position of Tyco International Ltd., the results of operations and the cash flows in accordance with accounting principles generally accepted in the United States of America (US GAAP) and comply with Swiss law.

Representatives of Deloitte AG (Zürich), will attend the Annual General Meeting and will have an opportunity to make a statement if they wish. They will also be available to answer questions at the meeting.

Under Swiss law, our annual report, parent company financial statements of Tyco International Ltd. and consolidated financial statements for the year ended September 25, 2009 must be submitted to shareholders for approval at each annual general meeting.

The Board recommends that the shareholders vote FOR approval of the Company's annual report, parent company financial statements of Tyco International Ltd. and consolidated financial statements for the year ended September 25, 2009.

PROPOSAL NUMBER TWO—DISCHARGE OF THE BOARD OF DIRECTORS FROM LIABILITY
FOR THE FINANCIAL YEAR ENDED SEPTEMBER 25, 2009

The Board proposes that the members of the Board of Directors be discharged from liability for the financial year ended September 25, 2009.

As is customary for Swiss corporations and in accordance with Article 698, subsection 2, item 5 of the Swiss Code of Obligations, shareholders are requested to discharge the members of the Board of Directors from liability for their activities during the year ended September 25, 2009. This discharge excludes liability claims brought by the Company or shareholders against the members of the Board of Directors for activities carried out during the year ended September 25, 2009 relating to facts that have not been disclosed to shareholders. Registered shareholders that do not vote in favor of this agenda item are not bound by the result for a period ending six months after the vote.

The Board recommends that the shareholders vote FOR the discharge of the members of the Board of Directors from liability for activities during the year ended September 25, 2009.

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated for election at the 2010 Annual General Meeting a slate of 11 nominees, consisting of 10 individuals who are currently serving on the Board and one new nominee. The nominees who are currently serving on the Board are Ms. Wijnberg, Drs. O'Neill and Stavropoulos and Messrs. Breen, Donahue, Duperreault, Gordon, Gupta, Krol and Yost, and the new nominee is Mr. Michael Daniels. Biographical information regarding each of the nominees is set forth below. The election of Directors will take place at the Annual General Meeting. Election of each Director requires the affirmative vote of a majority of the votes cast by the holders of common shares represented at the Annual General Meeting in person or by proxy. Shareholders are entitled to one vote per share for each of the Directors to be elected. Tyco is not aware of any reason why any of the nominees will not be able to serve if elected. Each of the Directors elected will serve until the 2011 Annual General Meeting and until their successors, if any, are elected and qualified. The Nominating and Governance Committee has not nominated Mr. Jerome B. York, a current Board member, for election at the 2010 Annual General Meeting because Mr. York has decided not to stand for election to another term on our Board, effective as of the end of his current term. The Board wishes to thank Mr. York for his significant contributions to Tyco during his seven years of service on the Board.

Edward D. Breen—Mr. Breen, age 53, has been our Chairman and Chief Executive Officer since July 2002. Prior to joining Tyco, Mr. Breen was President and Chief Operating Officer of Motorola from January 2002 to July 2002; Executive Vice President and President of Motorola's Networks Sector from January 2001 to January 2002; Executive Vice President and President of Motorola's Broadband Communications Sector from January 2000 to January 2001; Chairman, President and Chief Executive Officer of General Instrument Corporation from December 1997 to January 2000; and, prior to December 1997, President of General Instrument's Broadband Networks Group. Mr. Breen also serves as a director of Comcast Corporation and is a member of the Advisory Board of New Mountain Capital LLC, a private equity firm.

Timothy M. Donahue—Mr. Donahue, age 61, joined our Board in March 2008. Prior to his retirement, Mr. Donahue was Executive Chairman of Sprint Nextel Corporation from August 2005 to December 2006. He previously served as President and Chief Executive Officer of Nextel Communications, Inc. He began his career with Nextel in January 1996 as President and Chief Operating Officer. Before joining Nextel, Mr. Donahue served as Northeast Regional President for AT&T Wireless Services operations from 1991 to 1996. Prior to that, he served as President for McCaw Cellular's paging division in 1986 and was named McCaw's President for the U.S. central region in 1989. He is also a director of the Eastman Kodak Company, Covidien Ltd. (where he is the lead director) and NVR Inc., and non- executive chairman of the private company UCT Coatings, Inc. Mr. Donahue is a graduate of John Carroll University, with a BA degree in English Literature.

Brian Duperreault—Mr. Duperreault, age 62, joined our Board in March 2004. Mr. Duperreault has served as President, Chief Executive Officer and director of Marsh & McLennan Companies, Inc. since January 2008. Previously he served as Chairman of ACE Limited, an international provider of a broad range of insurance and reinsurance products, from October 1994 to May 2007. He served as Chief Executive Officer of ACE Limited from October 1994 through May 2004, and as its President from October 1994 through November 1999. Prior to joining ACE, Mr. Duperreault had been employed with American Insurance Group ("AIG") from 1973 and served in various senior executive positions with AIG and its affiliates from 1978 until September 1994, most recently as Executive Vice President, Foreign General Insurance and, concurrently, as Chairman and Chief Executive Officer of American International Underwriters Inc. ("AIU") from April 1994 to September 1994. Mr. Duperreault was President of AIU from 1991 to April 1994, and Chief Executive Officer of AIG

affiliates in Japan and Korea from 1989 until 1991. Mr. Duperreault serves as Chairman of the Centre on Philanthropy, Chairman of Bermuda Institute of Ocean Sciences, and Chairman of the International Insurance Society. He is also a member of the Board of Directors of the Insurance Information Institute, and the Board of Overseers of the School of Risk Management of St. John's University in Bermuda.

Bruce S. Gordon—Mr. Gordon, age 63, joined our Board in January 2003. From August 2005 through April 2007, Mr. Gordon served as President and Chief Executive Officer of the NAACP. Until his retirement in December 2003, Mr. Gordon was the President of Retail Markets at Verizon Communications, Inc., a provider of wireline and wireless communications. Prior to the merger of Bell Atlantic Corporation and GTE, which formed Verizon in July 2000, Mr. Gordon fulfilled a variety of positions at Bell Atlantic Corporation, including Group President, Vice President, Marketing and Sales, and Vice President, Sales. Mr. Gordon graduated from Gettysburg College and received an M.S. from Massachusetts Institute of Technology. Mr. Gordon also serves as a director of CBS Corporation and Northrup Grumman Corporation. Mr. Gordon is the Lead Director of our Board and the Chair of the Nominating and Governance Committee.

Rajiv L. Gupta—Mr. Gupta, age 64, joined our Board in March 2005. Mr. Gupta served as Chairman and Chief Executive Officer of Rohm and Haas Company, a worldwide producer of specialty materials, from 1999 to 2009. He served as Vice Chairman of Rohm and Haas Company from 1998 to 1999, Director of the Electronic Materials business from 1996 to 1999, and Vice President and Regional Director of the Asia-Pacific Region from 1993 to 1998. Mr. Gupta holds a B.S. degree in mechanical engineering from the Indian Institute of Technology, an M.S. in operations research from Cornell University and an M.B.A. in finance from Drexel University. Mr. Gupta also is a director of The Vanguard Group and Hewlett-Packard Company and the private companies Dephi Automotive, LLP and Affle, Pte Ltd. He is also a trustee of The Conference Board, and a senior advisor of New Mountain Capital LLC. Mr. Gupta is the Chair of the Company's Compensation and Human Resources Committee.

John A. Krol—Mr. Krol, age 73, joined our Board in August 2002. Mr. Krol served as the Chairman and Chief Executive Officer of E.I. du Pont de Nemours & Company, where he spent his entire career until his retirement in 1998. E.I. du Pont de Nemours is a global research and technology-based company serving worldwide markets, including food and nutrition, health care, agriculture, fashion and apparel, home and construction, electronics and transportation. Mr. Krol also serves as a director of ACE Limited, and the private companies Delphi Automotive, LLP (where he is chairman of the board), Norvax, Inc. and Pacolet-Milliken, and is on the Advisory Board of Bechtel Corporation. Mr. Krol graduated from Tufts University where he received a B.S. and M.S. in chemistry.

Brendan R. O'Neill—Dr. O'Neill, age 61, joined our Board in March 2003. Dr. O'Neill was Chief Executive Officer and director of Imperial Chemical Industries PLC ("ICI"), a manufacturer of specialty products and paints, until April 2003. Dr. O'Neill joined ICI in 1998 as its Chief Operating Officer and Director, and was promoted to Chief Executive Officer in 1999. Prior to Dr. O'Neill's career at ICI, he held numerous positions at Guinness PLC, including Chief Executive of Guinness Brewing Worldwide Ltd, Managing Director International Region of United Distillers, and Director of Financial Control. Dr. O'Neill also held positions at HSBC Holdings PLC, BICC PLC and the Ford Motor Company. He has an M.A. from the University of Cambridge and a Ph.D. in chemistry from the University of East Anglia, and is a Fellow of the Chartered Institute of Management Accountants (U.K.). Dr. O'Neill is a director of Endurance Specialty Holdings Ltd., Informa plc and Towers Watson, Inc. He chairs the Audit Committee of Informa plc.

William S. Stavropoulos—Dr. Stavropoulos, age 70, joined our Board in March 2007. Dr. Stavropoulos was the Chairman, President and Chief Executive Officer of Dow Chemical Company, where his career spanned 39 years until his retirement in 2006. While at Dow, Dr. Stavropoulos served

in a variety of positions in research, marketing and general management. Dr. Stavropoulos graduated from Fordham University with a B.S. in pharmaceutical chemistry and from the University of Washington with a Ph.D. in medicinal chemistry. Dr. Stavropoulos serves as a director of Chemical Financial Corporation and Teradata Corporation, is a trustee to the Fidelity Group of Funds and the Rollin M. Gerstacker Foundation, on the advisory boards of Maersk Corporation and Metalmark Capital LLC and is a special advisor to Clayton, Dubilier & Rice, Inc. Dr. Stavropoulos is also President and Founder of the Michigan Baseball Foundation.

Sandra S. Wijnberg—Ms. Wijnberg, age 53, joined our Board in March 2003. In March 2007, Ms. Wijnberg was named Chief Administrative Officer of Aquiline Holdings LLC. From January 2000 to April 2006, Ms. Wijnberg was the Senior Vice President and Chief Financial Officer at Marsh & McLennan Companies, Inc., a professional services firm with insurance and reinsurance brokerage, consulting and investment management businesses. Before joining Marsh & McLennan Companies, Inc. Ms. Wijnberg served as a Senior Vice President and Treasurer of Tricon Global Restaurants, Inc. and held various positions at PepsiCo, Inc., Morgan Stanley Group, Inc. and American Express Company. Ms. Wijnberg is a graduate of the University of California, Los Angeles and received an M.B.A. from the University of Southern California. Ms. Wijnberg is a director of Futurity First Financial Corporation.

R. David Yost—Mr. Yost, age 62, joined our Board in March 2009. Mr. Yost has served as Director and Chief Executive Officer of AmerisourceBergen, a comprehensive pharmaceutical services provider, from August 2001 to the present. He was President of AmerisourceBergen from August 2001 to October 2002, Chairman and Chief Executive Officer of AmeriSource Health Corporation from December 2000 to August 2001, and President and Chief Executive Officer of AmeriSource from May 1997 to December 2000. Mr. Yost also held a variety of other positions with AmeriSource Health Corporation and its predecessors from 1974 to 1997.

Michael E. Daniels—Mr. Daniels, age 55, is the Senior Vice President of the Global Technology Services group of International Business Machines Corporation, a business and IT services company with operations in more than 160 countries around the world. In his current role at IBM, Mr. Daniels has worldwide responsibility for IBM's Global Services business operations in outsourcing services, integrated technology services, maintenance, and small and medium business services, as well as for IBM Global Financing. Since joining IBM in 1976, Mr. Daniels has held a number of leadership positions in sales, marketing, and services, and was general manager of several sales and services businesses, including IBM's Sales and Distribution operations in the United States, Canada and Latin America, its Global Services team in the Asia Pacific region, Product Support Services, Availability Services, and Systems Solutions. Mr. Daniels is a graduate of the Holy Cross College in Massachusetts with a degree in political science. He is a member of the board of directors of The Japan Society, a nonprofit institution that promotes understanding and cooperation between the U.S. and Japan.

The Board recommends that shareholders vote FOR the election of all 11 nominees for Director to serve until the next Annual General Meeting.

Our shareholders must elect a firm as statutory auditor. The statutory auditor's main task is to audit our consolidated financial statements and parent company financial statements that are required under Swiss law. The Board has recommended that Deloitte AG (Zürich), General Guisan-Quai 38, 8002 Zürich, Switzerland, be elected as our statutory auditor for our consolidated financial statements and the parent company financial statements of Tyco International Ltd.

Representatives of Deloitte AG (Zürich) will attend the Annual General Meeting and will have an opportunity to make a statement if they wish. They will also be available to answer questions at the meeting.

For independent auditor fee information and information on our pre-approval policy of audit and non-audit services, see Proposal 4.b below. Please also see the Audit Committee Report included in this Proxy Statement for additional information about our statutory auditors.

The Board recommends a vote FOR the election of Deloitte AG (Zürich) as the Company's statutory auditor until our next annual ordinary general meeting.

The Audit Committee of the Board of Directors recommends that shareholders ratify the appointment of Deloitte & Touche LLP (United States), Two World Financial Center, New York, NY 10281-1414, an affiliate of Deloitte AG (Zürich), as Tyco's independent registered public accounting firm for purposes of United States securities law reporting for the year ending September 24, 2010.

The Audit Committee is responsible for the annual retention of our independent registered public accounting firm, subject to the affirmative vote of a majority of the votes cast by shareholders at the Annual General Meeting. The Audit Committee is directly responsible, in its capacity as a committee of the Board, for the appointment, compensation, oversight, and evaluation of performance of the work of the external auditors. The Audit Committee has recommended the ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for purposes of United States securities law reporting for the year ending September 24, 2010.

Representatives of Deloitte & Touche LLP are expected to be at the Annual General Meeting and they will be available to respond to appropriate questions.

Aggregate fees for professional services rendered to Tyco by Deloitte AG (Zürich) and Deloitte & Touche LLP (collectively "Deloitte") as of and for the fiscal years ended September 25, 2009 and September 26, 2008 are set forth below. The aggregate fees included in the Audit category are fees billed for fiscal year 2008 and reasonably expected to be billed for fiscal year 2009 for the audit of Tyco's annual financial statements and review of interim financial statements and statutory and regulatory filings or engagements. The aggregate fees included in each of the other categories are fees billed in the fiscal years.

Audit Fees for the fiscal years ended September 25, 2009 and September 26, 2008 were for professional services rendered for the integrated audits of our consolidated financial statements and

internal controls over financial reporting, quarterly reviews of the condensed consolidated financial statements included in Tyco's Quarterly Reports on Form 10-Q, statutory audits, consents, comfort letters, international filings and other assistance required to complete the year-end audit of the consolidated financial statements.

Audit-Related Fees as of the fiscal year ended September 25, 2009 were primarily related to final services for the divestiture of our Infrastructure Services business, but also included services performed for our change in domicile from Bermuda to Switzerland, XBRL implementation and other required filings. Fees for the fiscal year ended September 26, 2008 were primarily related to services performed for divestitures of various businesses, including our Infrastructure Services business.

Tax Fees as of the fiscal years ended September 25, 2009 and September 26, 2008 were for tax compliance services.

None of the services described above was approved by the Audit Committee under the de minimus exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

In March 2004, the Audit Committee adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax and other permissible non-audit services that may be provided by the independent auditors. The policy identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the auditors' independence is not impaired. The policy provides that the Corporate Controller will support the Audit Committee by providing a list of proposed services to the Committee, monitoring the services and fees pre-approved by the Committee, providing periodic reports to the Audit Committee with respect to pre-approved services, and ensuring compliance with the policy.

Under the policy, the Audit Committee annually pre-approves the audit fee and terms of the engagement, as set forth in the engagement letter. This approval includes approval of a specified list of audit, audit-related and tax services. Any service not included in the specified list of services must be submitted to the Audit Committee for pre-approval. No service may extend for more than 12 months, unless the Audit Committee specifically provides for a different period. The independent auditor may not begin work on any engagement without confirmation of Audit Committee pre-approval from the Corporate Controller or his or her delegate.

In accordance with the policy, the Chair of the Audit Committee has been delegated the authority by the Committee to pre-approve the engagement of the independent auditors when the entire Committee is unable to do so. The Chair must report all such pre-approvals to the Audit Committee at the next Committee meeting.

Please see the Audit Committee Report included in this proxy statement for additional information about Deloitte & Touche LLP.

The Audit Committee and the Board recommend that shareholders vote FOR the ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm.

Under Swiss law, special reports by an auditor are required in connection with certain corporate transactions, including certain types of increases or decreases in share capital. Because of the auditor independence requirements under U.S. Federal securities laws, we do not believe Deloitte AG (Zürich) can act as our special auditing firm with respect to certain types of capital changes.

Our Board of Directors has recommended that the election of PricewaterhouseCoopers AG (Zürich) Birchstrasse 160, CH-8050 Zürich, Switzerland as special auditing firm until our next annual general meeting be submitted for consideration at the 2010 Annual General Meeting.

The Board recommends that shareholders vote FOR the appointment of PricewaterhouseCoopers AG (Zürich) as the Company's special auditing firm until our next annual general meeting.

PROPOSAL NUMBER FIVE—ALLOCATION OF FISCAL YEAR 2009 RESULTS AND APPROVAL OF A DIVIDEND IN THE FORM OF A CAPITAL REDUCTION

The Board of Directors proposes that the Company's loss in its statutory accounts as shown below be carried forward to fiscal year 2010. The following table shows the appropriation of loss in Swiss francs and U.S. dollars (converted from Swiss francs as of September 25, 2009) as proposed by the Board:

The Board of Directors proposes that the Company's loss of CHF 1,025.5 million be carried forward in accordance with the table above. The dividend to be paid in the form of a capital reduction is proposed below as proposal 5.b. Under Swiss law, the allocation of the Company's balance sheet results is customarily submitted to shareholders for resolution at each annual general meeting.

The Board recommends that the shareholders vote FOR carrying the fiscal year 2009 loss forward.

The Company is seeking approval to pay a dividend in the form of a capital reduction in an amount equal to CHF 0.85 per share, which, as of January 11, 2010 is the equivalent of $0.84 per share. Payment of the dividend will be made in four quarterly installments at such times through our next annual general meeting as determined by our Board of Directors. We expect these amounts to be payable on the same schedule as quarterly payments on our shares were made in the preceding year. Based on these proposed reductions of capital, we propose to change the par value of our shares with respect to our conditional and authorized capital.

The Board of Directors deems it advisable to pay a dividend in the form of a capital reduction as outlined above with respect to all shares, such dividend to be paid in four quarterly installments at such times through our next annual general meeting as shall be determined by the Board of Directors. Based on a report by PricewaterhouseCoopers AG as state supervised auditing enterprise in accordance with Article 732 paragraph 2 of the Swiss Code of Obligations provided by the auditor, who will be present at the meeting, our Board of Directors proposes that our shareholders voting (in person or by proxy) at our Annual General Meeting approve the following dividend in the form of a capital reduction. The proposed Swiss franc amount of the capital reduction may be adjusted based on the CHF/USD exchange rate in effect on March 8, 2010 so that the amount of the capital reduction is at least the Swiss franc equivalent of $0.84 on such date. The adjusted amount will be announced prior to the Annual General Meeting. The Board of Directors proposes the following resolutions:

English version:		German (authoritive) version

Article 3. Share Capital		Artikel 3: Aktienkapital
(1)	The share capital of the Company amounts to CHF 3,541,990,796.39⁽¹⁾ / 3,441,338,825.18⁽²⁾ / 3,340,686,853.97⁽³⁾ / 3,235,241,931.75⁽⁴⁾ and is divided into 479,295,101⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾ registered shares with a nominal value of CHF 7.39⁽¹⁾ / 7.18⁽²⁾ / 6.97⁽³⁾ / 6.75⁽⁴⁾ per share. The share capital is fully paid-in.	(1)	Das Aktienkapital der Gesellschaft beträgt CHF 3'541'990'796.39⁽¹⁾ / 3'441'338'825.18⁽²⁾ / 3'340'686'853.97⁽³⁾ / 3'235'241'931.75⁽⁴⁾ und ist eingeteilt in 479'295'101⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾ Namenaktien im Nennwert von CHF 7.39⁽¹⁾ / 7.18⁽²⁾ / 6.97⁽³⁾ / 6.75⁽⁴⁾ je Aktie. Das Aktienkapital ist vollständig liberiert.
Article 4. Authorized Share Capital for General Purposes		Artikel 4: Genehmigtes Aktienkapital für allgemeine Zwecke
(1)	The Board of Directors is authorized to increase the share capital, on one or several steps until 10 March 2012, by a maximum amount of CHF 1,770,995,394.50⁽¹⁾ / 1,720,669,409.00⁽²⁾ / 1,670,343,423.50⁽³⁾ / 1,617,620,962.50⁽⁴⁾ by issuing a maximum of 239,647,550⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾ fully paid up Shares with a par value of CHF 7.39⁽¹⁾ / 7.18⁽²⁾ / 6.97⁽³⁾ / 6.75⁽⁴⁾ each.	(1)	Der Verwaltungsrat ist ermächtigt das Aktienkapital in einem oder mehreren Schritten bis zum 12. März 2011 im Maximalbetrag von CHF 1'770'995'394.50⁽¹⁾ / 1'720'669'409.00⁽²⁾ / 1'670'343'423.50⁽³⁾ / 1'617'620'962.50⁽⁴⁾ durch Ausgabe von höchstens 239'647'550⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾ vollständig zu liberierenden Namenaktien mit einem Nennwert von CHF 7.39⁽¹⁾ / 7.18⁽²⁾ / 6.97⁽³⁾ / 6.75⁽⁴⁾ je Aktie zu erhöhen. Eine Kapitalerhöhung ist zulässig (i) durch Festübernahme durch ein Finanzinstitut, eine Gruppe von Finanzinstituten oder andere Drittparteien gefolgt von einem Angebot an die zu diesem Zeitpunkt existierenden Aktionäre sowie (ii) in Teilbeträgen.

English version:		German (authoritive) version

Article 5. Conditional Share Capital for Bonds and Similar Debt Instruments		Artikel 5: Bedingtes Aktienkapital für Anleihensobligationen und ähnliche Instrumente der Fremdfinanzierung
(1)	The share capital of the Company shall be increased by an amount not exceeding CHF 354,199,078.90⁽¹⁾ / 344,133,881.80⁽²⁾ / 334,068,684.70⁽³⁾ / 323,524,192.50⁽⁴⁾ through the issue of a maximum of 47,929,510⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾ registered shares, payable in full, each with a nominal value of CHF 7.39⁽¹⁾ / 7.18⁽²⁾ / 6.97⁽³⁾ / 6.75⁽⁴⁾ through the exercise of conversion and/or option or warrant rights granted in connection with bonds, notes or similar instruments, issued or to be issued by the Company or by subsidiaries of the Company, including convertible debt instruments.	(1)	Das Aktienkapital der Gesellschaft wird im Maximalbetrag von CHF 354'199'078.90⁽¹⁾ / 344'133'881.80⁽²⁾ / 334'068'684.70⁽³⁾ / 323'524'192.50⁽⁴⁾ durch Ausgabe von höchstens 47'929'510⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾ vollständig zu liberierenden Namenaktien mit einem Nennwert von CHF 7.39⁽¹⁾ / 7.18⁽²⁾ / 6.97⁽³⁾ / 6.75⁽⁴⁾ je Aktie erhöht durch die Ausübung von Wandel- und/oder Optionsrechten, welche im Zusammenhang mit von der Gesellschaft oder ihren Tochtergesellschaften emittierten oder noch zu emittierenden Anleihensobligationen, Notes oder ähnlichen Instrumenten eingeräumt wurden oder werden, einschliesslich Wandelanleihen.
Article 6. Conditional Share Capital for Employee Benefit		Artikel 6: Bedingtes Aktienkapital für Mitarbeiterbeteiligungen
(1)	The share capital of the Company shall be increased by an amount not exceeding CHF 354,199,078.90⁽¹⁾ / 344,133,881.80⁽²⁾ / 334,068,684.70⁽³⁾ / 323,524,192.50⁽⁴⁾ through the issue from time to time of a maximum of 47,929,510⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾ registered shares, payable in full, each with a nominal value of CHF 7.39⁽¹⁾ / 7.18⁽²⁾ / 6.97⁽³⁾ / 6.75⁽⁴⁾, in connection with the exercise of option rights granted to any employee of the Company or a subsidiary, and any consultant, director, or other person providing services to the Company or a subsidiary.	(1)	Das Aktienkapital der Gesellschaft wird im Maximalbetrag von CHF 354'199'078.90⁽¹⁾ / 344'133'881.80⁽²⁾ / 334'068'684.70⁽³⁾ / 323'524'192.50⁽⁴⁾ durch Ausgabe von höchstens 47'929'510⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾ vollständig zu liberierenden Namenaktien mit einem Nennwert von CHF 7.39⁽¹⁾ / 7.18⁽²⁾ / 6.97⁽³⁾ / 6.75⁽⁴⁾ je Aktie erhöht durch die Ausübung von Optionen, welche Mitarbeitern der Gesellschaft oder ihrer Tochtergesellschaften sowie Beratern und Mitgliedern des Verwaltungsrates oder anderen Personen, welche Dienstleistungen für die Gesellschaft oder ihre Tochtergesellschaften erbringen, eingeräumt wurden.

⁽¹⁾: Amendment to the Articles of Association to be made upon completion of the first partial reduction in May 2010, with specific numbers based on adjustments pursuant to Section 3 and the Articles of Association being dated March 10, 2010.
⁽²⁾: Amendment to the Articles of Association to be made upon completion of the second partial reduction in August 2010, with specific numbers based on adjustments pursuant to Section 3 and the Articles of Association being dated March 10, 2010.
⁽³⁾: Amendment to the Articles of Association to be made upon completion of the third partial reduction in November 2010, with specific numbers based on adjustments pursuant to Section 3 and the Articles of Association being dated March 10, 2010.
⁽⁴⁾: Amendment to the Articles of Association to be made upon completion of the fourth partial reduction in February 2011, with specific numbers based on adjustments pursuant to Section 3 and the Articles of Association being dated March 10, 2010.

The Company is seeking shareholder approval to amend Article 16 paragraph 2 of its Articles of Association to provide for plurality voting in the event that the candidates that are nominated for election as directors exceed the number of positions available. Currently, Art. 16 of the Articles of Association requires that each director obtain an absolute majority of the votes cast at the General Meeting of Shareholders in any vote for the election of directors—regardless of whether the election is contested or uncontested. However, in the event of a contested election—meaning that more candidates have been nominated than Board positions are available—a situation may arise where no candidates are elected, or where fewer candidates are elected than positions available. To avoid this result, the Board of Directors proposes to amend Article 16 of the Articles of Association so that a plurality of votes is sufficient in the event, and only in the event, of a contested election. For example, with a plurality vote, if there are 11 candidates nominated for election but only 10 board positions available, the candidates with the highest number of votes will fill the 10 positions even if some or all of those candidates do not receive a majority vote. The proposed amendment is as follows:

Art. 16 para 2 Current Version		Art. 16 para 2 Proposed Version

2)	The General Meeting of Shareholders shall conduct elections upon an absolute majority of the votes cast at the General Meeting of Shareholders. Absolute majority means half plus one votes cast at the General Meeting of Shareholders (whereby valid votes cast including blank votes and abstentions shall be included for purposes of establishing the number of votes cast).	(2)	The General Meeting of Shareholders shall conduct elections upon an absolute majority of the votes cast at the General Meeting of Shareholders if the Articles of Association do not provide for a different majority. Absolute majority means half plus one votes cast at the General Meeting of Shareholders (whereby valid votes cast including blank votes and abstentions shall be included for purposes of establishing the number of votes cast). At any election for the Board of Directors in which the number of candidates exceeds the number of board positions available at the time of such election (the number of available positions to be determined by the General Meeting of Shareholders within the framework of Article 19 of these Articles of Association), the members of the Board of Directors shall be elected by a plurality of votes cast (meaning the candidate with the most votes is elected).
*German (authoritive) version*
(2)	Die Generalversammlung wählt die Mitglieder des Verwaltungsrates mit absoluter Stimmenmehrheit. Absolute Stimmenmehrheit bedeutet die Hälfte plus eine Stimme der an der Generalversammlung vertretenen Stimmen (wobei Enthaltungen, nicht stimmende Vetreter sowie leere oder ungültige Stimmen für die Bestimmung der Anzahl der vertretenen Stimmen berücksichtigt werden).	(2)	Die Generalversammlung vollzieht Wahlen mit absoluter Stimmenmehrheit, sofern die Statuten kein andere Mehrheit vorsehen. Absolute Stimmenmehrheit bedeutet die Hälfte plus eine Stimme der an der Generalversammlung vertretenen Stimmen (wobei Enthaltungen, nicht stimmende Vetreter sowie leere oder ungültige Stimmen für die Bestimmung der Anzahl der vertretenen Stimmen berücksichtigt werden). Stehen bei einer Wahl des Verwaltungsrates mehr Kandidaten zur Wahl als Sitze zu dieser Zeit zu besetzen sind (wobei die Anzahl Sitze von der Generalversammlung im Rahmen von Art. 19 dieser Statuten festgelegt wird), werden die Verwaltungsräte mit relativem Mehr gewählt (d.h. der Kandidat mit der höchsten Stimmenzahl ist gewählt).

The Board recommends that shareholders vote FOR the amendment of Article 16 of the Articles of Association to provide for plurality voting in the event the number of candidates that are nominated for election exceeds the number of positions available.

Our corporate governance principles are embodied in a formal document that has been approved by Tyco's Board of Directors (the "Board"). It is posted on our website at www.tyco.com under the heading "Corporate Responsibility—Governance." We will also provide a copy of the corporate governance principles to shareholders upon request.

Tyco's Board is responsible for directing and overseeing the management of Tyco's business in the best interests of the shareholders and consistent with good corporate citizenship. In carrying out its responsibilities, the Board selects and monitors top management, provides oversight for financial reporting and legal compliance, determines Tyco's governance principles and implements its governance policies. The Board, together with management, is responsible for establishing the Company's values and code of conduct and for setting strategic direction and priorities.

While Tyco's strategy evolves in response to changing market conditions, the Company's vision and values are enduring. Our governance principles, along with our vision and values, constitute the foundation upon which the Company's governance policies are built. Our vision, values and principles are discussed below.

Tyco believes that good governance requires not only an effective set of specific practices but also a culture of responsibility throughout the firm, and governance at Tyco is intended to optimize both. Tyco also believes that good governance ultimately depends on the quality of its leadership, and it is committed to recruiting and retaining Directors and officers of proven leadership ability and personal integrity.

To be our customers' first choice in every market we serve by exceeding commitments, providing new technology solutions, leveraging our diverse brands, driving operational excellence, and committing to the highest standards of business practices—all of which will drive Tyco's long-term growth, value, and success.

Integrity: We demand of each other and ourselves the highest standards of individual and corporate integrity with our customers, suppliers, vendors, agents and stakeholders. We vigorously protect Company assets and have policies and compliance systems designed to ensure compliance with all Company policies and laws.

Excellence: We continually challenge each other to improve our products, our processes and ourselves. We strive always to understand our customers' and suppliers' businesses and help them achieve their goals. We are dedicated to diversity, fair treatment, mutual respect and trust of our employees and customers.

Teamwork: We foster an environment that encourages innovation, creativity and results through teamwork and mutual respect. We practice leadership that teaches, inspires and promotes full participation and career development. We encourage open and effective communication and interaction.

Accountability: We will meet the commitments we make and take personal responsibility for all actions and results. We will create an operating discipline of continuous improvement that will be integrated into our culture.

Governance: Adhere to the best standards of corporate governance for the Company by establishing processes and practices that promote and ensure integrity, compliance and accountability.

Customers: Fully understand and exceed our customers' needs, wants and preferences and provide greater value to our customers than our competition.

Growth: Focus on strategies to achieve organic growth targets and deploy cash for growth and value creation.

Culture: Build on the Company's reputation and image internally and externally while driving initiatives to ensure Tyco remains an employer of choice.

Operational Excellence: Implement best-in-class operating practices and leverage Company-wide opportunities and best practices.

Financial Strength & Flexibility: Ensure that financial measures and shareholder return objectives are met.

The mission of Tyco's Board is to promote the long-term value and health of the Company in the interests of the shareholders and set an ethical "tone at the top." To this end, the Board provides management with strategic guidance, and also ensures that management adopts and implements procedures designed to promote both legal compliance and the highest standards of honesty, integrity and ethics throughout the organization.

Active Board: The Directors are well informed about the Company and vigorous in their oversight of management.

Company Leadership: The Directors, together with senior management, set Tyco's strategic direction, review financial objectives, and establish the ethical tone for the management and leadership of the Company.

Compliance with Laws and Ethics: The Directors ensure that procedures and practices are in place designed to prevent and identify illegal or unethical conduct and to permit appropriate and timely redress should such conduct occur.

Inform and Listen to Investors and Regulators: The Directors take steps to see that management discloses appropriate information fairly, fully, timely and accurately to investors and regulators, and that the Company maintains a two-way communication channel with its investors and regulators.

Continuous Improvement: The Directors remain abreast of new developments in corporate governance and they implement new procedures and practices as they deem appropriate.

The business of the Company is managed under the direction of the Company's Board, in the interest of the shareholders. The Board delegates its authority to senior management for managing the everyday affairs of the Company. The Board requires that senior management review major actions and initiatives with the Board prior to implementation.

The Company believes the positions of Chairman and Chief Executive Officer should currently be held by the same person. The Company has adopted a counterbalancing governance structure, including:

The lead Director acts as an intermediary between the Board and senior management. Among other things, the lead director is responsible for setting the agenda for Board meetings with Board and

management input, facilitating communication among Directors and between the Board and the Chief Executive Officer, working with the CEO to provide an appropriate information flow to the Board, and chairing an executive session of the independent Directors at each formal Board meeting. The lead director is expected to foster a cohesive board that cooperates with the CEO towards the ultimate goal of creating shareholder value.

The Tyco Board as a whole is strong in its diversity, vision, strategy and business judgment. It possesses a robust collective knowledge of management and leadership, business operations, crisis management, risk assessment, industry knowledge, accounting and finance, corporate governance and global markets.

The culture of the Board is such that it can operate swiftly and effectively in making key decisions and facing major challenges. Board meetings are conducted in an environment of trust, open dialogue and mutual respect that encourages constructive commentary. The Board strives to be informed, proactive and vigilant in its oversight of the Company and protection of shareholder assets.

To conduct its business the Board maintains three standing committees: Audit, Compensation and Human Resources (the "Compensation Committee"), and Nominating and Governance, and they are each entirely composed of independent Directors. Assignments to, and chairs of, the Audit and Compensation Committees are recommended by the Nominating and Governance Committee and selected by the Board. The independent Directors as a group elect the members and the chair of the Nominating and Governance committee. All committees report on their activities to the Board.

The lead Director may convene "special committees" to review material matters being considered by the Board. Special committees report their activities to the Board.

To ensure effective discussion and decision making while at the same time having a sufficient number of independent Directors for its three committees, the Board is normally constituted of between ten and thirteen Directors. The number of Directors is set forth in the Company's Articles of Association.

The Nominating and Governance Committee reviews the Board's governance guidelines annually and recommends appropriate changes to the Board.

The Board meets at least five times annually, and additional meetings may be called in accordance with the Company's Articles of Association and Organizational Regulations. Frequent board meetings are critical not only for timely decisions but also for Directors to be well informed about the Company's operations and issues. One of these meetings will be scheduled in conjunction with the Company's Annual General Meeting and Board members are required to be in attendance at the Annual General Meeting either in person or by telephone. The lead Director, in consultation with the Chairman of the Board / Chief Executive Officer, is responsible for setting meeting agendas with input from the Directors.

Committee meetings are normally held in conjunction with Board meetings. Major committee decisions are reviewed and approved by the Board. The Board chair and committee chairs are responsible for conducting meetings and informal consultations in a fashion that encourages informed, meaningful and probing deliberations. Presentations at Board meetings are concise and focused, and they include adequate time for discussion and decision-making. An executive session of independent Directors, chaired by the lead Director, is held at each formal meeting of the Board.

Directors receive the agenda and materials for regularly scheduled meetings in advance. Best efforts are made to make materials available as soon as one week in advance, but no later than three days in advance. When practical, the same applies to special meetings of the Board. Directors may ask for additional information from, or meetings with, senior managers at any time.

Strategic planning and succession planning sessions are held annually at a regular Board meeting. The succession planning meeting focuses on the development and succession of not only the chief executive but also the other senior executives.

The Board's intent is for Directors to attend all regularly scheduled Board and committee meetings. Directors are expected to use their best efforts to attend regularly scheduled Board and committee meetings in person. The decisions by the Board and its committees are recorded in the minutes of their meetings, and copies of the minutes are forwarded promptly to all Directors after each Board and committee meeting. All independent Board members are welcome to attend any committee meeting.

A calendar of regular agenda items for the regularly scheduled Board meetings and all regularly scheduled committee meetings is prepared annually by the Chairman of the Board / Chief Executive Officer in consultation with the lead Director, committee chairs, and all interested Directors.

Management speaks on behalf of the Company, and the Board normally communicates through management with outside parties, including Tyco shareholders, business journalists, analysts, rating agencies and government regulators. The Board has established a process for shareholders to communicate with members of the Board, including the lead Director. If you have any concern, question or complaint regarding our compliance with any policy or law, or would otherwise like to contact the Board, you can reach the Tyco Board of Directors via email at directors@tyco.com. Shareholders, customers, vendors, suppliers and employees can also raise concerns at https://www.vitaltycoconcerns.com. Inquiries can be submitted anonymously and confidentially.

All inquiries are received and reviewed by the Corporate Ombudsman, who has a direct reporting relationship to the Audit Committee chair. A report summarizing all items received resulting in cases is prepared for the Board. The Corporate Ombudsman directs cases to the applicable department (such as customer service, human resources or in the case of accounting or control issues, forensic audit) and follows up with the assigned case owner to ensure that the cases are responded to in a timely manner. The Board also reviews non-trivial shareholder communications received by management through the Corporate Secretary's Office or Investor Relations.

Members of the Board perform site visits to Company operational sites as part of its enterprise risk management process. The lead Director and management determine the appropriate operation site and timing of the enterprise risk assessment meeting. During fiscal 2009, members of the Board participated in enterprise risk assessments at operational sites of Tyco Flow Control, ADT Worldwide, SimplexGrinnell and Tyco Safety Products.

The Chairman of the Board / Chief Executive Officer arranges for senior managers to attend Board meetings and meet informally with Directors before and after the meetings.

The Board and its committees (consistent with the provisions of their respective charters) may retain their own advisors, at the expense of the Company, as they deem necessary in order to carry out their responsibilities.

The Nominating and Governance Committee coordinates an annual evaluation process by the Directors of the Board's performance and procedures, as well as that of each committee. This evaluation leads to a full Board discussion of the results. In connection with the evaluation process:

The Compensation Committee, in collaboration with the Nominating and Governance Committee, periodically reviews the Directors' compensation and recommends changes in the level and mix of compensation to the full Board. See the Compensation Discussion and Analysis for a detailed discussion of the Compensation Committee's role in determining executive compensation.

To help align Board and shareholder interests, Directors are encouraged to own, at a minimum, Tyco stock or stock units equal to three times their annual retainer within three years of joining the Board. Once a Director satisfies the minimum stock ownership recommendation, the Director will remain qualified, regardless of market fluctuations, under the guidelines as long as the Director does not sell any stock. A majority of the Directors' annual compensation is provided as equity, and all but one of our current Directors hold the minimum amount of three times the annual retainer. Mr. Yost joined the Board in 2009 and is expected to reach the required stock ownership level on or before the 2011 Annual General Meeting of shareholders. Mr. Breen receives no additional compensation for service as a Director.

To maintain its objective oversight of management, the Board consists of a substantial majority of independent Directors. Directors meet stringent definitions of independence and for those Directors that meet this definition, the Board will make an affirmative determination that a Director is independent. Independent Directors:

The Board has determined that all of the Director nominees, with the exception of the Chief Executive Officer, meet these standards and are therefore independent of the Company. The independent Director nominees are Timothy M. Donahue, Brian Duperreault, Bruce S. Gordon, Rajiv L. Gupta, John A. Krol, Brendan R. O'Neill, William S. Stavropoulos, Sandra S. Wijnberg, David Yost and Michael Daniels.

Directors are elected by an affirmative vote of a majority of the votes cast by shareholders at the Annual General Meeting of shareholders and they serve for one-year terms. Each Director must tender his or her resignation from the Board at the annual general meeting of shareholders following his or her 72nd birthday. The Board may, in its discretion, waive this limit in special circumstances, as it has done this year with respect to Mr. Krol, whom the Nominating and Governance Committee has nominated to serve an additional term in light of his extensive experience and knowledge as lead Director from 2002 through 2007. Any nominee for Director who does not receive a majority of votes cast from the shareholders is not elected to the Board.

The Nominating and Governance Committee is responsible for the review of all Directors, and where necessary will take action to recommend to shareholders the removal of a Director for performance, which requires the affirmative vote of a majority of the votes present (in person or by proxy) at a duly called shareholder meeting.

Directors are expected to inform the Nominating and Governance Committee of any significant change in their employment or professional responsibilities and are required to offer their resignation to the Board in the event of such a change. This allows for discussion with the Nominating and Governance Committee to determine if it is in the mutual interest of both parties for the Director to continue on the Board.

The Board may choose to override these guiding principles in special circumstances or if it otherwise believes it is appropriate to do so.

When the Chairman of the Board / Chief Executive Officer steps down, he or she must simultaneously resign from the Board, unless the Board decides that his or her services as a Director are in the best interests of the Company. It is only in unusual circumstances that the Board decides that the retired Chief Executive Officer should continue to serve as Chairman.

A formal orientation program is provided to new Directors by the Corporate Secretary on Tyco's mission, values, governance, compliance and business operations. In addition, a program of continuing education is annually provided to incumbent Directors, and it includes review of the Company's Guide to Ethical Conduct. Directors are also encouraged to take advantage of outside continuing education relating to their duties as a Director and to subscribe to appropriate publications at the Company's expense.

In order to provide sufficient time for informed participation in their board responsibilities:

The Board may, in its discretion, waive these limits in special circumstances. When a Director, the Chief Executive Officer or other senior managers intend to serve on another board, the Nominating and Governance Committee is required to be notified. The Committee reviews the possibility of conflicts of interest or time constraints and must approve the officer's or Director's appointment to the outside board. Each Director is required to notify the chair of the Nominating and Governance Committee of any conflicts. The Chief Executive Officer may serve on no more than two other public company boards.

The company has a formal, written procedure intended to ensure compliance with the related party provisions in our Guide to Ethical Conduct and with our corporate governance principles. For the purpose of the policy, a "related party transaction" is a transaction in which we participate and in which any related party has a direct or indirect material interest, other than ordinary course, arms-length transactions of less than 1% of the revenue of the counterparty. Transactions exceeding the 1% threshold, and any transaction involving consulting, financial advisory, legal or accounting services that could impair a Director's independence, must be approved by our Nominating and Corporate Governance Committee. Any related party transaction in which an executive officer or a Director has a personal interest, or which could present a possible conflict under the Guide to Ethical Conduct, must be approved by a majority of disinterested directors, following appropriate disclosure of all material aspects of the transaction.

Under the rules of the Securities and Exchange Commission, public issuers such as the Company must disclose certain "related person transactions." These are transactions in which the Company is a participant where the amount involved exceeds $120,000, and a Director, executive officer or holder of more than 5% of our common stock has a direct or indirect material interest. Although the Company engaged in commercial transactions in the normal course of business with companies where the Company's Directors were employed and served as officers, none of these transaction exceeded 1% of the Company's gross revenues and these transactions are not considered to be related party transactions.

We have adopted the Tyco Guide to Ethical Conduct, which applies to all employees, officers, and Directors of Tyco. The Guide to Ethical Conduct meets the requirements of a "code of ethics" as defined by Item 406 of Regulation S-K and applies to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, as well as all other employees. The Guide to Ethical Conduct also meets the requirements of a code of business, conduct and ethics under the listing standards of the New York Stock Exchange ("NYSE"). The Guide to Ethical Conduct is posted on our website at www.tyco.com under the heading "Corporate Citizenship—Governance". We will also provide a copy of the Guide to Ethical Conduct to shareholders upon request. We disclose any amendments to the Guide to Ethical Conduct, as well as any waivers for executive officers or Directors on our website at www.tyco.com under the heading "Corporate Citizenship—Governance."

The Board understands that its members, or their immediate family members, serve as directors, trustees, executives, advisors and in other capacities with a host of other organizations. If Tyco directs a charitable donation to an organization in which a Tyco Director, or their immediate family member, serves as a director, trustee, executive, advisor, or in other capacities with the organization, the Board must approve the donation. Any such donation approved by the Board will be limited to an amount that is less than one percent of that organization's annual charitable receipts, and less than one percent of Tyco's total annual charitable contributions.

Fiscal 2009 compensation for non-employee Directors consisted of an annual retainer of $80,000 and deferred stock units ("DSUs") with a value at grant of approximately $120,000. The lead Director and the Chair of the Audit Committee received an additional annual fee of $20,000 and the Chairs of the Compensation Committee and the Nominating and Governance Committee each received an additional annual fee of $15,000, in recognition of the responsibilities required in these roles. In addition, any member of a special committee of the Board receives meeting fees in an amount up to $1,500 per day for each special committee meeting that he or she attends. No such fees were paid in fiscal 2009. A Director who is also an employee receives no additional remuneration for services as a Director.

As a result of U.S. federal tax law changes, the equity component of Director's annual remuneration has changed for fiscal 2010. For fiscal 2010, Directors were granted restricted stock units ("RSUs") with one-year vesting terms in lieu of DSUs. For all Directors other than Mr. Yost, these RSUs were granted on the first day of fiscal 2010 as the equity component of their fiscal 2010

compensation. Mr. Yost was granted RSUs when he joined the Board on March 12, 2009. The table below reflects compensation for fiscal year 2009.

Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾		All Other Compensation ($)⁽³⁾		Total ($)

Mr. Timothy Donahue	$	80,000	$	120,031	$	185	$	200,216
Mr. Brian Duperreault	$	80,000	$	120,031	$	10,000	$	210,031
Mr. Bruce S. Gordon (L)(NC)	$	115,000	$	120,031		—	$	235,031
Mr. Rajiv L. Gupta (CC)	$	95,000	$	120,031	$	5,000	$	220,031
Mr. John A. Krol	$	80,000	$	120,031	$	10,000	$	210,031
Dr. Brendan R. O'Neill	$	80,000	$	120,031		—	$	200,031
Dr. William S. Stavropoulos	$	80,000	$	120,031		—	$	200,031
Ms. Sandra S. Wijnberg	$	80,000	$	120,031	$	10,276	$	210,307
Mr. Jerome B. York (AC)	$	100,000	$	120,031	$	317	$	220,348
Mr. R. David Yost	$	43,516	$	66,087		—	$	109,603
Former Directors:
Adm. Dennis C. Blair	$	27,692	$	120,031	$	2,000	$	149,723

⁽¹⁾: Consists of meeting fees, as described above. R. David Yost was paid a prorated fee for his services for the period from March 12, 2009, when he joined the Board, through the end of the fiscal year. Admiral Blair was paid a prorated fee for his services as a Director for the period December 27, 2009 to January 30, 2009. In addition, Mr. Mackey McDonald, a former director, was paid $17,741 in fiscal 2009 for services as a director rendered in fiscal 2007. These fees were inadvertantly omitted from his compensation for fiscal 2007.
⁽²⁾: As noted above, Directors receive an annual equity grant worth approximately $120,000. Director Yost received an annual grant of RSUs worth approximately $120,000 when he joined the Board in March 2009, and the amount in this column represents the expense recognized in the Company's audited financial statements for fiscal 2009 for such grant. For our other Directors, this column reflects the expense recognized for DSUs granted to each Director in 2009. Each DSU and all prior DSUs are fully vested when they are granted, meaning that they are not subject to forfeiture (except in the case of dismissal for cause), but do not carry voting rights until they are actually issued. However, the shares are not actually issued to the Director until the earliest of (i) retirement from the Board, (ii) 2017 (as required under recent U.S. tax law changes), and (iii) change in control of the Company.
⁽³⁾: All other compensation includes the aggregate value of all matching charitable contributions made by the Company on behalf of the Director during the fiscal year. The Company matches the contributions of Directors made to qualifying charities up to a maximum of $10,000 per calendar year. In addition, all other compensation includes the value of the discount on home security systems installed by the Company in Directors' homes and discounts on security monitoring services. These discounts did not exceed $317 for any Director in fiscal 2009.

The table below provides fiscal year 2009 membership and meeting information for each of the Board Committees.

Name

Adm. Dennis C. Blair⁽¹⁾			X	03/06/2003
Mr. Timothy M. Donahue			X	03/13/2008
Mr. Brian Duperreault		X		03/25/2004
Mr. Bruce S. Gordon (L)(C)		X		01/13/2003
Mr. Rajiv L. Gupta (C)			X	03/10/2005
Mr. John A. Krol		X		08/06/2002
Dr. Brendan R. O'Neill	X			03/06/2003
Dr. William S. Stavropoulos	X			03/08/2007
Ms. Sandra S. Wijnberg		X		03/06/2003
Mr. Jerome B. York (C)	X			11/11/2002
Mr. R. David Yost			X	03/12/2009
Number of Meetings During Fiscal Year 2009⁽²⁾	11	7	10

During fiscal 2009, the Board met ten times. All of our Directors attended over 75% of the meetings of the Board and the committees on which they served in fiscal 2009. The Board's governance principles provide that Board members are expected to attend each Annual General Meeting. At the 2009 Annual General Meeting, all of the current Board members were in attendance.

Audit Committee. The Audit Committee monitors the integrity of Tyco's financial statements, the independence and qualifications of the independent auditors, the performance of Tyco's internal auditors and independent auditors, Tyco's compliance with legal and regulatory requirements and the effectiveness of Tyco's internal controls. The Audit Committee is also responsible for retaining, subject to shareholder approval, evaluating, setting the remuneration of, and, if appropriate, recommending the termination of Tyco's auditors. The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit Committee operates under a charter approved by the Board. The charter is posted on Tyco's website at www.tyco.com and we will provide a copy of the charter to shareholders upon request. The Audit Committee held eleven meetings during fiscal 2009, including one joint meeting with another Board committee. During 2009, the members of the Audit Committee were Mr. York and Drs. O'Neill and Stavropoulos, each of whom is independent under NYSE listing standards and SEC rules for audit committee members. Mr. York is the chair of the Audit Committee. The Board has determined that each of Mr. York and Drs. Stavropoulos and O'Neill are audit committee financial experts. Upon Mr. York's retirement from the Board at the 2010 Annual General Meeting, we expect the Board to appoint Mr. Daniels as an additional Audit Committee member if elected to the Board.

Nominating and Governance Committee. The Nominating and Governance Committee is responsible for identifying individuals qualified to become Board members, recommending to the Board the Director nominees for the Annual General Meeting of shareholders, developing and recommending to the Board a set of corporate governance principles, and playing a general leadership role in Tyco's

corporate governance. In addition, the Nominating and Governance Committee oversees our environmental, health and safety management system. The Nominating and Governance Committee operates under a charter approved by the Board. The charter is posted on Tyco's website at www.tyco.com and we will provide a copy of the charter to shareholders upon request. The Nominating and Governance Committee held seven meetings during fiscal 2009, including one joint meeting with another Board committee. The members of the Nominating and Governance Committee are Ms. Wijnberg and Messrs. Krol, Gordon and Duperreault, each of whom is independent under NYSE listing standards.

Compensation and Human Resources Committee. The Compensation Committee reviews and approves compensation and benefits policies and objectives, determines whether Tyco's officers, Directors and employees are compensated according to these objectives, and carries out certain of the Board's responsibilities relating to the compensation of Tyco's executives. The Compensation Committee operates under a charter approved by the Board. The charter is posted on Tyco's website at www.tyco.com and we will provide a copy of the charter to shareholders upon request. The Compensation Committee held ten meetings during fiscal 2009, including one joint meeting with another board committee. During 2009, the members of the Compensation Committee were Admiral Blair and Messrs. Donahue, Gupta and Yost. Mr. Gupta is the chair of the Compensation Committee. In January of 2009, Admiral Blair resigned from the Board to become the U.S. Director of National Intelligence, and he was replaced by Mr. Yost upon his election to the Board in March 2009. The Board of Directors has determined that each of the members of the Compensation Committee is independent under NYSE listing standards. In addition, each member is a "Non-Employee" Director as defined in the Securities Exchange Act of 1934 and is an "outside director" as defined in section 162(m) of the Internal Revenue Code. For more information regarding the Compensation Committee's roles and responsibilities, see the Compensation Discussion and Analysis.

None of the members of the Compensation Committee during fiscal 2009 or as of the date of this proxy statement is or has been an officer or employee of the Company and no executive officer of the Company served on the compensation committee or board of any company that employed any member of the Company's Compensation Committee or Board of Directors.

The Nominating and Governance Committee, in accordance with the Board's governance principles, seeks to create a Board that as a whole is strong in its collective knowledge and has a diversity of skills and experience with respect to vision and strategy, management and leadership, business operations, business judgment, crisis management, risk assessment, industry knowledge, accounting and finance, corporate governance and global markets. When the Committee reviews a potential new candidate, the Committee looks specifically at the candidate's qualifications in light of the needs of the Board and the Company at that time, given the then-current mix of Director attributes.

The Company also strives to have all non- employee Directors be independent. In addition to having such Directors meet the NYSE definition of independence, the Board has set its own more rigorous standard of independence. The Committee must also ensure that the members of the Board as a group maintain the requisite qualifications under NYSE listing standards for populating the Audit, Compensation and Nominating and Governance Committees. In addition, the Committee ensures that each member of the Compensation and Human Resources Committee is a "Non-Employee" Director as defined in the Securities Exchange Act of 1934 and is an "outside director" as defined in section 162(m) of the Internal Revenue Code.

As provided in its charter, the Nominating and Governance committee will consider Director candidates recommended by shareholders. To recommend a Director candidate, a shareholder should write to Tyco's Secretary at Tyco's current registered address: Freier Platz 10, 8200 Schaffhausen, Switzerland. In any event, any such recommendation must include:

The recommendation must also include documentary evidence of ownership of Tyco common shares if the shareholder is a beneficial owner, as well as the date the shares were acquired, as required by the Company's Articles of Association.

To be considered by the Nominating and Governance Committee for nomination and inclusion in the Company's proxy statement for the 2011 Annual General Meeting of Shareholders, shareholder recommendations for Director must be received by Tyco's Secretary no later than September 24, 2010. Once the Company receives the recommendation, the Company may deliver a questionnaire to the candidate that requests additional information about the candidate's independence, qualifications and other information that would assist the Nominating and Governance Committee in evaluating the candidate, as well as certain information that must be disclosed about the candidate in the Company's proxy statement, if nominated. Candidates must complete and return the questionnaire within the time frame provided to be considered for nomination by the Nominating and Governance Committee. No candidates were recommended by shareholders in connection with the 2010 Annual General Meeting.

The Nominating and Governance Committee currently employs a third party search firm to assist the Committee in identifying candidates for Director. The Committee also receives suggestions for Director candidates from Board members. Ten of our nominees for Director are current members of the Board. In evaluating candidates for Director, the Committee uses the qualifications described above, and evaluates shareholder candidates in the same manner as candidates from all other sources. Based on the Nominating and Governance Committee's evaluation of the current Directors, each nominee was recommended for election.

In addition to Mr. Breen, Tyco's Chief Executive Officer who also serves as Chairman of the Board and whose biographical information is set forth above, the executive officers of Tyco are:

Christopher J. Coughlin—Mr. Coughlin, age 57, has been our Executive Vice President and Chief Financial Officer since March 2005. Prior to joining Tyco, Mr. Coughlin served as Chief Operating Officer at Interpublic Group. He joined Interpublic from Pharmacia Corporation, where he was Chief Financial Officer for six years. Mr. Coughlin also serves as a director of The Dun & Bradstreet Corporation and Covidien Ltd.

Naren K. Gursahaney—Mr. Gursahaney, age 48, has been President of ADT Worldwide since May 2007. Mr. Gursahaney joined Tyco in 2003 as Senior Vice President of Operational Excellence and became the President of Tyco Flow Control in January 2005 and President of the Tyco Engineered Products and Services segment in January 2006. Prior to joining Tyco, Mr. Gursahaney was the President and Chief Executive Officer of GE Medical Systems-Asia. During his ten year tenure at GE, Mr. Gursahaney held senior leadership positions in services, marketing and information management within the Medical Systems and Power Systems divisions and also worked at GE's corporate headquarters as the staff executive for the vice chairman and manager of business development. Prior to GE, Mr. Gursahaney spent four years with Booz Allen & Hamilton in Cleveland, Ohio and worked as an engineer for Westinghouse Electric Corporation in Baltimore, Maryland and Ashdod, Israel.

Patrick Decker—Mr. Decker, age 45, has been President of Flow Control since May 2007 and was previously Chief Financial Officer of Tyco Engineered Products and Services and Tyco Plastics and Adhesives. Prior to joining Tyco in 2003, Mr. Decker spent 13 years serving in a series of key financial roles at Bristol-Myers Squibb, both in the United States and internationally. Mr. Decker began his career as an auditor for PricewaterhouseCoopers.

George R. Oliver—Mr. Oliver, age 49, has been President of Tyco Safety Products since 2006, was named President of the Tyco Electrical & Metal Products business in March 2007, and assumed the leadership of International Fire (Fire Protection Services) in October 2009. Prior to joining Tyco in 2006, Mr. Oliver served in operational roles of increasing responsibility at several General Electric divisions, most recently as President and Chief Executive Officer of GE Water and Process Technologies.

Edward C. Arditte—Mr. Arditte, age 54, has been our Senior Vice President, Strategy and Investor Relations since February 2006, and prior to that was Senior Vice President, Investor Relations from May 2003. Prior to joining Tyco, Mr. Arditte was employed by BancBoston Capital, Bank of America's private equity division, where he served as Chief Financial Officer from January 2002. Prior to that, Mr. Arditte spent over 15 years at Textron Inc, where he held a number of positions, including Vice President and Treasurer; and Vice President, Finance and Business Development at one of the Company's operating segments.

Carol Anthony ("John") Davidson—Mr. Davidson, age 54, has been our Senior Vice President, Controller and Chief Accounting Officer since January 2004. Prior to joining Tyco, Mr. Davidson was employed by Dell Inc., where he served as Vice President, Audit, Risk and Compliance. While at Dell he also served in other senior capacities, including Chief Compliance Officer, Vice President and Corporate Controller. He joined Dell in 1997 from Eastman Kodak Company, where he worked 16 years in a variety of financial, accounting and auditing positions of increasing responsibility.

John E. Evard, Jr.—Mr. Evard, age 63, has been our Senior Vice President and Chief Tax Officer since December 2002. Prior to joining Tyco, Mr. Evard was Vice President, Tax of United Technologies Corporation from August 2000. Prior to joining United Technologies, Mr. Evard held a number of

positions at CNH Global N.V. and its predecessor company, Case Corp., including Senior Vice President, Corporate Development, and General Tax Counsel from December 1989 to August 2000.

Arun Nayar—Mr. Nayar, age 59, has been our Senior Vice President and Treasurer since March 2008 and the Chief Financial Officer of ADT Worldwide since December 2009. Prior to joining Tyco, Mr. Nayar spent six years at PepsiCo, Inc., most recently as Chief Financial Officer of Operations, and before that as Vice President and Assistant Treasurer of Capital Markets.

Judith A. Reinsdorf—Ms. Reinsdorf, age 46, has been our Executive Vice President and General Counsel since March 2007. From October 2004 to February 2007, Ms. Reinsdorf served as Vice President, General Counsel and Secretary of C. R. Bard, Inc., a medical device company. Previously, she had served as Vice President and Corporate Secretary of Tyco from 2003 to 2004 and as Vice President and Associate General Counsel of Pharmacia Corporation from 2000 to 2003.

Laurie A. Siegel—Ms. Siegel, age 53, has been our Senior Vice President, Human Resources and Internal Communications since January 2003. Ms. Siegel was employed by Honeywell International from 1994 to 2002, where she held various positions in Human Resources. After leading the compensation organization from 1994 to 1997, she served as Corporate Vice President of Human Resources until 1999. Thereafter, she served as Vice President of Human Resources in the Aerospace and Specialty Materials divisions. Ms. Siegel serves as a director of CenturyLink, Inc. and chairs its compensation committee.

Shelley Stewart, Jr.—Mr. Stewart, age 56, has been our Senior Vice President of Operational Excellence and Chief Procurement Officer since January 2006 and prior to that served as Vice President of Supply Chain Management. Before joining Tyco in 2003 Mr. Stewart was Senior Vice President of Supply Chain Management at Invensys plc and Vice President of Supply Chain Management with the Raytheon Company. He also spent 18 years with United Technologies Corporation where he held numerous senior level supply chain and operational positions.

The following table sets forth the number of shares of common stock beneficially owned as of December 31, 2009 by each current Director, nominee for Director, executive officer named in the Summary Compensation Table under "Executive Officer Compensation" and the Directors and executive officers of the Company as a group.

Beneficial Owner	Title	Number of Common Shares Beneficially Owned⁽¹⁾

Edward D. Breen	Chairman and Chief Executive Officer	3,950,732	^(2)(3)(4)	0.8	%
Christopher J. Coughlin	Executive Vice President and Chief Financial Officer	473,209	⁽³⁾⁽⁵⁾	0.1	%
Timothy M. Donahue	Director	5,354	⁽²⁾	*
Brian Duperreault	Director	17,078	⁽²⁾	*
John E. Evard, Jr.	Senior Vice President, Tax	219,488	⁽³⁾	*
Bruce S. Gordon	Lead Director	24,672	⁽²⁾⁽³⁾	*
Rajiv L. Gupta	Director	14,733	⁽²⁾	*
Naren K. Gursahaney	President, ADT Worldwide	354,106	⁽³⁾	*
John A. Krol	Director	27,644	⁽²⁾⁽³⁾	*
George Oliver	President, Tyco Safety Products	170,032	⁽³⁾	*
Brendan R. O'Neill	Director	24,172	⁽²⁾⁽³⁾	*
William S. Stavropoulos	Director	8,656	⁽²⁾	*
Sandra S. Wijnberg	Director	24,172	⁽²⁾⁽³⁾	*
Jerome B. York	Director	32,922	⁽²⁾⁽³⁾	*
R. David Yost	Director	5,000		*
Michael E. Daniels	Director Nominee	0
All current Directors and executive officers as a group (22 persons)		6,262,620		1.3	%

*: Less than 0.1%
⁽¹⁾: The number shown reflects the number of common shares owned beneficially as of December 31, 2009, based on information furnished by the persons named, public filings and Tyco's records. A person is deemed to be a beneficial owner of common shares if he or she, either alone or with others, has the power to vote or to dispose of those common shares. Except as otherwise indicated below and subject to applicable community property laws, each owner has sole voting and sole investment authority with respect to the shares listed. To the extent indicated in the notes below, common shares beneficially owned by a person include common shares of which the person has the right to acquire beneficial ownership within 60 days after December 31, 2009. All current Directors and executive officers, as a group, were beneficial owners of approximately 1.3% of the outstanding common shares as of December 31, 2009. There were 475,095,596 Tyco common shares outstanding on such date (excluding shares held directly or indirectly in treasury).
⁽²⁾: Includes vested DSUs as follows: Mr. Breen, 934,846; Mr. Donahue, 5,354; Mr. Duperreault, 16,607; Mr. Gordon, 19,198; Mr. Gupta, 13,733; Mr. Krol, 19,198; Dr. O'Neill, 19,198; Dr. Stavropoulos, 7,906; Ms. Wijnberg, 19,198; and Mr. York, 19,198. Distribution of the DSUs will occur upon the earliest of (i) the termination of the individual from the Company or the Company's Board (other than for cause), (ii) 2017 (as required under recent U.S. tax law changes), and (iii) change in control of the Company. Upon such event, the Company will issue the number of Tyco common shares equal to the aggregate number of vested DSUs credited to the individual, including DSUs received through the accrual of dividend equivalents.

The following table sets forth the information indicated for persons or groups known to the Company to be beneficial owners of more than 5% of the outstanding common shares.

The Compensation Discussion and Analysis section of this Proxy Statement discusses the role of the Compensation and Human Resources Committee (the "Compensation Committee") in establishing the objectives of the Company's executive compensation plans; the Compensation Committee's executive compensation philosophy, and the application of this philosophy to Tyco's executive compensation plans. It also provides an analysis of the compensation design, and the decisions the Compensation Committee made in fiscal 2009 with respect to the elements of compensation and the total compensation paid to the five "named executive officers" of Tyco: Edward D. Breen, the Chairman and Chief Executive Officer; Christopher J. Coughlin, the Executive Vice President and Chief Financial Officer; George R. Oliver, President, Safety Products and Electrical & Metal Products; Naren K. Gursahaney, President, ADT Worldwide; and John E. Evard, Jr., Senior Vice President and Chief Tax Officer.

In designing the Company's executive compensation programs, the Compensation Committee is guided by its philosophy that holds that the programs must: (i) reinforce Tyco's business objectives and the creation of long-term shareholder value; (ii) provide for performance-based reward opportunities that support growth and innovation without encouraging or rewarding excessive risk; (iii) align the interests of executives and shareholders by weighting a significant portion of compensation on sustained shareholder returns through long-term performance programs; (iv) attract, retain and motivate key executives by providing competitive compensation with an appropriate mix of fixed and variable compensation, short-term and long-term incentives, and cash and equity-based pay; and (v) recognize and support outstanding individual performance and behaviors that demonstrate our core values—Integrity, Excellence, Teamwork and Accountability.

Overall, fiscal 2009 was a challenging year for the Company, as the global economic recession adversely affected the Company's businesses across nearly all industries and regions. The Company's revenue decreased by nearly $3.0 billion, or 14.7%, compared to 2008, and goodwill and intangible asset impairment charges were largely responsible for a U.S. GAAP operating loss of $1.5 billion for the year, compared to operating income of $1.9 billion in 2008. In response to the downturn, management implemented a number of measures to contain general and administrative costs, including compensation costs. Additionally, management identified key priorities that would best position the Company to succeed in a rapidly deteriorating economy, and emerge as a stronger, more efficient organization when the economy improved. Besides identifying ways to further reduce costs through restructuring activities and other initiatives, management focused on strengthening the balance sheet and on improving cash flow to gain greater operating flexibility. To reinforce these priorities the Compensation Committee in May 2009 created an incentive program, effective at the business segment level, to reward the attainment of performance metrics related to cash flow improvement. Through these efforts, the Company increased its cash flow from operating activities over the fiscal 2008 level. Thus, while the Company addressed the short-term challenges presented by adverse economic conditions, it also took actions to enhance balance sheet flexibility and enable continued investment in long-term growth opportunities.

In 2009, the Compensation Committee continued to address several major themes in executive compensation plan design:

The Compensation Committee evaluates many factors when designing and establishing executive compensation plans and targets. In determining the appropriate compensation of individual Senior Officers, the Compensation Committee considers critical data including the executive's position in the Career Band (see "Elements of Compensation" below), the relative complexity and importance of the executive's role within the organization, the executive's experience, performance and potential, the compensation levels of our peer group, and internal pay equity considerations.

For purposes of benchmarking market practices regarding compensation levels for Senior Officers, the Compensation Committee carefully reviews the competitive landscape through a comprehensive process and has determined that the companies identified below constitute the Company's peer group. The peer group consists of sixteen industrial and service-based companies (including companies outside of our industry) that reflect the competitive landscape in which Tyco operates. The peer group also takes into account the diverse nature of the Company's operations, which are a blend of world-class manufacturing capabilities and premier service delivery.

The peer group is drawn from companies in the S&P 500 Index. The Compensation Committee analyzes a range of factors for each member, including (i) rank within the S&P 500 Index; (ii) various financial and performance metrics; (iii) number of employees; (iv) business lines and the extent that they overlap Tyco's business lines; and (v) other indicia of common managerial skill sets.

Every year, the Committee reviews the peer group to ensure it aligns with the Company's size and/or lines of business, and monitors whether the peer group companies have changed their businesses or operations. Any change to the compensation peer group is subject to the Compensation Committee's approval. No changes were made to the peer group in fiscal 2009.

Summary statistical information about general industry practices (excepting those of financial service companies) is a second source of executive compensation market data for the Committee. The Company's talent strategy calls for both the development of internal leadership and the recruitment of highly experienced leaders from outside the Company. Tyco does not position executive pay to reflect a single percentile within the peer group, but broadly targets the 50^th percentile for base salaries and performance-based pay at or slightly above the 50^th percentile. Although these benchmarks represent useful guidelines, the Compensation Committee exercises discretion in setting individual executive compensation packages so that they appropriately reflect the value and expected contributions of each executive to the Company, as well as the executive's leadership, commitment to our values, and potential for advancement.

Each year, the Compensation Committee completes a comprehensive review of the elements of total compensation for the Senior Officers. As part of this process, the Committee utilizes tally sheets prepared by company management for each Senior Officer. Tally sheets identify the value of each pay element, including base salary, annual bonus, sign-on or other cash payments, long-term incentives, and

benefit and perquisite payments, and help the Compensation Committee to better understand the effect that changing any discrete pay element will have on the total pay provided to each executive. This data also clearly illustrates the effect that changing core elements of the executive compensation design (base salary, target bonus and equity-based compensation) will have on our competitive positioning. Tally sheets also reveal how well each pay element is aligned with our compensation philosophy and objectives. In fiscal 2009, the tally sheets were expanded to show the value of all compensation elements under multiple triggering events—voluntary and involuntary termination of employment, death or disability, and change in control with or without termination of employment.

In determining the mix of compensation, Tyco seeks to establish the right balance between fixed and variable compensation, short- and long-term incentives, and cash- and equity-based compensation. The Compensation Committee places the greatest proportion of pay in long-term compensation for Senior Officers with the aim of tying the executive's realized pay to sustained shareholder returns. In addition, long-term compensation for Senior Officers is now 100% performance-based, ensuring rewards are more closely aligned with shareholder interests than is commonly the case for the majority of our peer group. The chart below summarizes the distribution of total pay by pay element for fiscal 2009 for our named executive officers. The information summarized consists of each named executive officer's base salary and target bonus opportunity during the fiscal year; the grant date fair value of stock options and performance share units; the value of Mr. Breen's change in pension benefits from September 2007 to September 2008, and the value of all other compensation provided to the executive at the end of the preceding fiscal year. In the case of all other compensation and pension benefit charges, the previous year's value is used because the final value is not determined until after the end of the fiscal year during which the compensation is paid.

With input from its independent consultant, the Compensation Committee structured fiscal 2009 pay to support our objective of linking a significant portion of executive pay with investor returns. To accomplish this goal, the Committee allocated the pay of the named executive officers across the following categories of compensation: fixed pay and variable performance-based pay and short-term and long-term compensation. The percentage allocation of each type of pay for fiscal 2009 appears in the following table.

Fixed compensation includes base salary, supplemental benefits and perquisites (including pension benefits for Mr. Breen). Variable compensation includes target amounts under the annual incentive compensation program (short-term), and the grant date fair value of equity granted under the long-term incentive compensation plan (long-term) (calculated at target value for performance share units). The special bonuses paid to Messrs. Oliver and Gursahaney for fiscal 2009, described below, are not included in the chart because these were not considered at the time the Compensation Committee determined target allocation of pay.

We use a Career Band structure to (i) increase control over compensation and benefit programs and costs; (ii) align our programs with market practices; and (iii) provide internal pay equity across all of our businesses. The Career Band structure incorporates four primary elements of compensation, which the Compensation Committee believes provide it with the ability to structure pay for performance:

The Career Band structure establishes the range of base salary levels for eight career categories. It also establishes eligibility and target levels for annual incentive compensation, eligibility for long-term incentive compensation, and eligibility for participation in the benefit and perquisite programs. The key features of the four primary elements of compensation are described below.

Base salary recognizes the value of an individual to Tyco based on his/her role, skill, performance, contribution, leadership and potential. It is critical in attracting and retaining executive talent in the markets in which we compete for talent. Base salaries for our Senior Officers are managed by reference to Career Bands, and are reviewed annually by both the Compensation Committee and the Board. During fiscal 2009, the Company implemented a number of measures to contain costs, including a salary freeze for many employees. As a result, no salary increases were approved for Senior Officers. In addition, in connection with certain cost-saving measures in the Safety Products business segment, Mr. Oliver, the president of Safety Products and Electrical & Metal Products, voluntarily participated in a temporary pay reduction.

Annual incentive compensation for our Senior Officers is paid in the form of the Short-Term Performance Bonus, which is an element of the Company's 2004 Stock and Incentive Plan (the "2004 SIP"). Annual incentive compensation rewards the individual for his/her execution of the operating plan and other strategic initiatives, as well as for financial performance that benefits the Company's business and drives long-term shareholder value creation. It places a meaningful proportion of total cash compensation at risk, thereby aligning the pay of the executive with the Company's financial performance. It also offers an opportunity for meaningful pay differentiation tied to the performance of individuals and groups.

Performance measures and targets for the Company (and for each group, division and business segment) were established by the Compensation Committee in the first quarter of fiscal 2009. The Board set a minimum performance measure threshold that must be met in order for Senior Officers to receive bonuses. For fiscal 2009, the Compensation Committee established the minimum performance threshold of $450 million in net income, as adjusted for items established by the Compensation Committee and approved by the independent members of the Board in the first quarter of fiscal 2009. The Compensation Committee also approved individual maximum bonus amounts for each Senior Officer of 0.5% of adjusted net income for Mr. Breen, subject to a cap of $5.0 million and 0.25% of adjusted net income for Messrs. Coughlin, Evard, Gursahaney and Oliver, subject to a cap of $2.5 million. The Compensation Committee further established target and maximum values as a percentage of base salary. Target incentive opportunities ranged from 75% to 125% of base salary for fiscal 2009. Potential payouts ranged from 0% to 200% of the target incentive opportunity. Also, at the beginning of the fiscal year, the Compensation Committee approved performance measures for the corporate and group levels of the organization. These performance measures are used by the Board as a guideline in determining final bonuses for Senior Officers, and are described in the table below.

Performance Measure				Performance Target	Actual Performance

Messrs. Breen, Coughlin, and Evard
•	Earnings per Share from continuing operations before special items ("EPS")	45	%	$2.79 per share	$2.53 per share
•	Adjusted Free Cash Flow ("Adjusted FCF") before special items	45	%	$1.01 billion	$1.36 billion
•	Organic Revenue Growth (excluding Electrical and Metal Products revenue)	10	%	3.8%	(4.3)%
Mr. Gursahaney
•	Corporate split equally between Earnings Per Share and Adjusted FCF	20	%	See above	See above
•	ADT Worldwide Operating Income before special items	30	%	$1.15 billion	$1.04 billion
•	ADT Worldwide Organic Revenue Growth	20	%	1.7%	(3.1)%
•	ADT Worldwide Adjusted FCF before special items	15	%	$1.11 billion	$1.17 billion
•	ADT Worldwide Attrition Rate	15	%	11.79%	13.4%

Description of Performance Measures: For compensation purposes, EPS from continuing operations, Adjusted FCF, and operating income are adjusted to exclude the effects of events that the Compensation Committee deems do not reflect the performance of the named executive officers. The categories of special items are identified at the time the performance measure is approved at the beginning of the fiscal year, although the Compensation Committee may at its discretion make adjustments during the fiscal year. Special items include gains, losses or cash outlays that may mask the underlying operating results and/or business trends of the Company or business segment, as applicable. For fiscal 2009, the approved categories of adjustments at the corporate level included adjustments related to (i) business acquisitions and disposals; (ii) variances from budgeted capital expenditures; (iii) restructuring and related charges; (iv) Separation-related costs; (v) legacy legal matters; (vi) transfers of businesses between segments and/or corporate; and (vii) debt retirement or refinancing. An additional adjustment that the Compensation Committee deemed appropriate was to exclude the impact of impairments of goodwill and other assets. Similar adjustments were authorized at the business segment level for the performance measures governing Messrs. Gursahaney's and Oliver's bonuses. At the beginning of the fiscal year, the Compensation Committee also decided that it would be appropriate to limit the effects of the volatility inherent in the Electrical and Metal Products business segment on the performance measures applicable to the corporate level. For compensation purposes, this had the effect of lowering the Company's Adjusted FCF and increasing its EPS from continuing operations before special items. Adjusted FCF is calculated by first adjusting cash flow from operations by removing the effects of the sale of accounts receivable programs, cash paid for purchase accounting and holdback liabilities, and voluntary pension contributions and then deducting net capital expenditures (including accounts purchased from the ADT dealer network), and then adding back the special items that increased or decreased cash flows. Organic revenue growth is calculated by excluding the impact of acquisitions, divestitures and foreign currency translation, and, at the business segment level, transfers of businesses between segments and/or corporate. Working capital days are generally calculated by dividing annualized average working capital by revenue of the applicable unit. The attrition rate at ADT Worldwide is generally calculated as the percentage rate of recurring revenue reduction to twelve month average beginning revenue.

The table below shows the maximum and target bonus payments set by the annual incentive plan for fiscal 2009, and the actual bonus payments that each of our named executive officers received under the plan. These amounts are reported in the "Non-Equity Incentive Plan Compensation" column of the "Summary Compensation" table.


Named Executive Officer (Current)	Maximum⁽¹⁾		Target		Actual
Edward D. Breen	$	4,062,500		$	2,031,250	$	1,869,000
Christopher J. Coughlin	$	1,600,000		$	800,000	$	736,000
George R. Oliver	$	1,200,000		$	600,000	$	168,000
Naren K. Gursahaney	$	1,120,000		$	560,000	$	392,000
John E. Evard, Jr.	$	690,000		$	345,000	$	317,000

The Board approved performance bonus payouts for each of our named executive officers in December 2009. The Board approved the bonuses based on the achievement of the minimum adjusted net income performance threshold of $450 million and the achievement of the quantitative performance measures shown in the "Fiscal 2009 Annual Incentive Compensation Design Summary" table above. The Board reduced the bonus amounts for Messrs. Breen, Coughlin and Evard that would have been paid based solely on the quantitative measures to adjust for certain items that it believed disproportionately benefited the corporate results shown above in the annual compensation design summary.

During fiscal 2009, the Board and the Compensation Committee determined that in light of challenging macroeconomic conditions, capital market turmoil and deteriorating end-market conditions, management emphasis on cash conversion and free cash flow generation was important to the Company in improving balance sheet strength, providing operating flexibility and protecting shareholder value. Accordingly, the Board and the Compensation Committee established an incentive program for eligible employees at the Company's business segments designed to encourage and reward achievement of performance targets related to cash conversion and free cash flow generation. In light of each business segment's performance against these measures, the Board approved discretionary awards to the business segment presidents in the amounts of $146,000 to Mr. Gursahaney and $282,000 to Mr. Oliver. These awards were based primarily on adjusted free cash flow of $1.17 billion for ADT Worldwide and an aggregate of $400 million for Safety Products and Electrical and Metal Products. These amounts are reported in the "Bonus" column of the "Summary Compensation" table.

The Company grants long-term equity incentive awards ("LTI compensation") to Senior Officers as part of its overall executive compensation strategy. For a description of the material terms of stock options and performance share units granted for fiscal 2009 under the 2004 SIP, see the narrative following the "Grants of Plan-Based Awards" table.

The Compensation Committee believes that LTI compensation serves the Company's executive compensation philosophy in several ways. It helps attract, retain and motivate talent. It aligns the

interests of the named executive officers with the interests of shareholders by linking a significant portion of the officer's total pay opportunity to share price. It provides long-term accountability for named executive officers, and it offers the incentive of performance-based opportunities for capital accumulation in lieu of a pension plan for most of the Company's executive management.

During fiscal 2008, the Compensation Committee modified the structure of the LTI compensation program for fiscal 2009 to better align it with the returns our investors realize from their Tyco common shares. As a result, time-based RSUs were eliminated from the annual equity program for Senior Officers. Instead, our named executive officers and other key leaders received one-half of the grant-date value in stock options that vest ratably over four years, and one-half of the value in performance share units, thereby linking 100% of the long-term award directly with shareholder value creation. The ultimate value of the performance share units depends on Tyco's total shareholder return compared to the total shareholder returns of companies in the S&P Industrials Index over a three-year period. The new structure better aligns the largest component of our executive compensation with investor returns and reflects our commitment to pay for long-term performance.

In addition, after reviewing the relevant benchmark data provided by both management and the independent compensation consultant, the Compensation Committee reduced the fiscal 2009 LTI awards to reflect market trends and better position executive compensation levels to those appropriate to the Company's business and size following the Separation.

The Compensation Committee continued the LTI structure put in place for fiscal 2009 and granted the same mix of stock options and performance share units. The Compensation Committee also continued its plan to manage executive compensation levels by further reducing the fiscal 2010 LTI awards. Since fiscal 2008, the Compensation Committee has reduced LTI award levels for named executive officers by an average of approximately 25% on an annualized basis, based on grant date fair value and adjusting for the special equity grant for Mr. Coughlin, described below.

At the time of the fiscal 2010 equity award, the Compensation Committee and a special Committee of the Board approved a special equity grant, and modified certain existing equity awards previously granted to Mr. Coughlin, in recognition of Mr. Coughlin's contributions to the Company and to provide appropriate rewards for continued employment. Mr. Coughlin is not expected to receive additional awards in connection with the Company's annual equity incentive program for fiscal 2011.

The 2010 equity grant for Mr. Coughlin was evenly split between performance share units and stock options. The performance share units and the stock options will vest in accordance with their normal terms (for stock options, in equal installments over four years and for performance share units, 100% at the end of the three-year performance period), provided, that if Mr. Coughlin remains employed with the Company on October 7, 2011, both the performance share units and the stock options will fully vest if Mr. Coughlin terminates employment before the normal vesting date. In addition, if Mr. Coughlin remains employed with the Company on October 7, 2011, the stock options will remain exercisable throughout the entire ten-year period commencing on their grant date, rather than the three-year window that normally follows retirement. In connection with the grant, Mr. Coughlin received 317,400 stock options (representing a grant date value of $3.0 million) with an exercise price of $33.75, equal to the Company's closing stock price on the New York Stock Exchange on October 1, 2009. Mr. Coughlin also received a grant of 88,800 performance share units (representing a grant date value of $3.0 million).

The Compensation Committee also modified the terms of certain prior stock options granted to Mr. Coughlin. These prior grants, which total 435,728 stock options, were made as part of the fiscal

2006, 2007 and 2009 annual equity incentive program. The awards were modified to provide that if Mr. Coughlin remains employed by the Company on October 7, 2011, then the stock options will remain exercisable throughout the entire ten-year period commencing on their grant dates, rather than the three-year window that normally follows retirement, and that any unvested stock options outstanding on such date (which would consist of ¹/4 of the stock options granted in connection with the fiscal 2009 incentive program) would immediately vest.

All of our named executive officers are eligible to participate in the benefit plans that are available to substantially all of our other U.S. employees. These benefit programs include Tyco's tax-qualified 401(k) Retirement Savings and Investment Plans ("RSIPs") and its medical insurance, dental insurance, life insurance, long-term disability and long-term care plans. The retirement programs at Tyco do not include active defined benefit plans for our named executive officers or for other U.S. executives, except that Mr. Breen is entitled to pension benefits under his employment agreement. Besides the plans that are available to substantially all of its U.S. employees, Tyco offers additional limited perquisites and other benefits to its named executive officers. These perquisites and benefits are competitive with those provided to similarly situated executives and consistent with our overall compensation philosophy. They are designed to ensure that we can effectively retain our named executive officers and compete for new talent while containing costs and administrative burdens. These additional benefits primarily consist of:

This is a deferred compensation plan which permits the elective deferral of base salary and performance-based bonus for all executives earning more than $110,000 per year, a salary category including all of our Senior Officers; however, not all executives eligible to participate in the SSRP elect to do so. The SSRP provides our executives with the opportunity to:

These programs provide life insurance, long-term disability insurance and long-term care insurance to certain Senior Officers. Our executive life insurance program typically provides a death benefit equal to approximately two times base salary, and allows the Senior Officer to elect to pay additional premiums into the plan. Our executive disability insurance program ensures salary continuation above the $15,000 monthly benefit limit provided by our broad-based disability plan. The executive long-term care insurance program covers certain Senior Officers and their spouses in the event of chronic illness or disability. Under the program, Tyco pays the long-term care premium for 10 years, after which the insurance is fully paid. If the executive leaves prior to the end of the 10-year payment period, he or she has the option to continue making the premium payments to maintain the coverage.

In connection with the life insurance and long-term disability insurance programs, Tyco has eliminated the payment of tax gross-ups for Senior Officers on the imputed income attributable to the premiums paid on these plans, beginning January 1, 2010. Our Senior Officers can elect to continue to receive supplemental insurance benefits at their expense when they leave the Company. In limited instances, Tyco is responsible for paying the Company's cost of the supplemental insurances for Mr. Breen if he is terminated, as set forth in his employment agreement.

Our cash perquisite allowance plan, implemented in 2003, replaced our prior executive perquisite programs. Those programs had provided a number of benefits to our executives (including company cars, club dues and tax preparation services) that were costly and administratively burdensome. The current plan provides our Senior Officers with a cash payment equal to 10% of their annual base salary, up to a maximum annual benefit of $70,000. Senior Officers receive their cash perquisite allowance in four quarterly installments. We do not restrict the types of expenses to which the allowance can be applied. There are no gross-ups paid with respect to this benefit. The Compensation Committee periodically reviews the perquisite allowance provided to Senior Officers in the context of their total remuneration package. The Compensation Committee has determined that the plan is within an appropriate range of competitive compensation practices of similar companies identified in industry survey data.

Mr. Breen and the other Senior Officers use corporate aircraft or chartered aircraft for business travel. Mr. Breen is the only executive currently pre-approved to use Company aircraft for non-business purposes, although other named executive officers may do so, by exception, if expressly approved by Mr. Breen.

In carrying out its role in establishing executive compensation plans, the Compensation Committee receives advice from an independent compensation consultant, and considers pay strategies and recommendations prepared by the Company's management. Under its charter, the Compensation Committee has the sole authority to retain, compensate and terminate the independent compensation consultants and any other advisors necessary to assist it in its evaluation of director, CEO or other senior executive compensation. Since fiscal 2007, the Committee has retained ExeQuity LLP ("ExeQuity") as its independent compensation consultant. Among the responsibilities of ExeQuity are the following:

In general, the independent compensation consultant develops pay strategies and recommendations relating to the Chief Executive Officer, which the consultant provides to the Compensation Committee. The Compensation Committee and the consultant then review and discuss all matters involving the Chief Executive Officer's compensation. After this review, the Compensation Committee prepares its

own recommendation for the Board to review and discuss. The independent members of our Board have the sole authority to approve compensation decisions made with respect to the Chief Executive Officer, and the Board has established the scorecard against which the performance of the Chief Executive Officer is measured. The basis of the scorecard is the financial plan, as approved by the Board. However, the Compensation Committee reviews and approves the performance goals and objectives relevant to the Chief Executive Officer's compensation, evaluates his performance in light of those goals and objectives, and, based upon this evaluation, recommends his compensation for approval by the independent members of the Board.

With respect to the Company's other Senior Officers and employees, it is the Chief Executive Officer and the Senior Vice President, Human Resources and Internal Communications, who develop the pay strategies and recommendations, which the Compensation Committee then reviews. However, the authority to approve those strategies and recommendations resides with different parties according to the employee's level. For Senior Officers, decisions must be approved by the independent members of the Board, subject to the Compensation Committee's authority regarding performance measures. For employees below the level of Senior Officer, the Board has granted the Chief Executive Officer and his designees the authority to approve pay actions. However, the Compensation Committee is responsible for approving actions related to other aspects of the compensation of these employees, such as the size of bonus pools, annual incentive plan performance goals, equity award design, equity value ranges and share pools, and compensation packages for highly compensated employees who are not Senior Officers.

Section 162(m) of the Internal Revenue Code imposes a limit of $1.0 million on the amount of compensation that can be deducted by Tyco with respect to each named executive officer (other than Mr. Coughlin, our Chief Financial Officer), unless the compensation over $1.0 million qualifies as "performance-based" under federal tax law. It is our policy to structure compensation arrangements with our named executive officers to qualify as performance-based so that compensation payments are deductible under U.S. federal tax law, unless the benefit of such deductibility is outweighed by the need for flexibility or the attainment of other corporate objectives. Potentially non-deductible forms of compensation include payments in connection with the recruitment and retention of key employees, base salary over $1.0 million, discretionary bonus payments and grants of time-based RSUs. In addition, stock options granted to Mr. Breen when he was hired in July 2002 may not qualify for deduction under Section 162(m).

We believe that our severance arrangements are essential in attracting and retaining the executive talent necessary to manage our diverse businesses, and are competitive with those provided to executive officers at other large publicly traded U.S. companies. Mr. Breen's employment agreement provides for benefits if he is terminated in connection with a change in control or under other specified circumstances, and the information in the tables below reflects the terms of the agreement.

For our other named executive officers, who do not have employment agreements, the Tyco International Severance Plan for U.S. Officers and Executives (the "Severance Plan") and the Tyco International Change in Control Severance Plan for Certain U.S. Officers and Executives (the "CIC Severance Plan") generally govern the benefits that accrue upon termination. As described below, a "double trigger" is required under the CIC Severance Plan before most benefits become available to the executives covered by that plan. Effective January 1, 2009, these plans were amended to comply with certain provisions of the Internal Revenue Code. In addition, certain changes were made to reduce the period during which Tyco must provide employer-sponsored health and dental benefits.

The table below summarizes the key terms and provisions of the severance plans that are currently in effect. Refer to the "Potential Payments Upon Termination and Change in Control" table for the estimated dollar value of the benefits available under the severance plans in effect as of our fiscal year-end.

Description	Chief Executive Officer	Named Executive Officers

Governing document:	Employment agreement.	Severance Plan. For equity awards, both the Severance Plan and individual award agreements.
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Termination events triggering severance cash benefits and benefits continuation:	• Involuntary termination without Cause, other than for death or disability.	Involuntary termination other than Cause, permanent disability or death.
	• Termination by Mr. Breen for Good Reason.
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Severance cash benefit:	Two times base salary and two times higher of target annual bonus or most recent annual bonus payment. The multiplier on the cash benefit is reduced from two times to 1.5 times at age 62 and further reduced to 1.0 times at age 63 or older.	Two times base salary and two times target annual bonus.
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Executive must sign release to receive severance benefits:	Yes.	Yes.
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Health and welfare benefits continuation:	Continued participation in the Company's health and welfare plans over the same time period for which severance is payable, subject to an 18 month limit on continuation of medical benefits. If Mr. Breen's severance period is greater than 18 months, an equivalent cash payment is made for the monthly COBRA premium cost of the coverage multiplied by the number of months by which the severance period exceeds 18 months, with a tax gross-up on such amounts.	Twelve months from date of termination for medical and dental and health care reimbursement account benefits only, if the executive does not commence employment with another company during the severance period. The executive will also be entitled to a cash payment equal to the projected value of the employer portion of medical and dental benefit premiums for an additional 12 month period.
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Pension benefits consisting of accrued amounts in supplemental retirement plans:	Voluntary termination by Mr. Breen without Good Reason or termination by the Company with Cause prior to age 60—vested pension benefits are subject to a reduction; otherwise, no reduction.	N/A.
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Prorated bonus in year of termination:	Yes, subject to applicable performance conditions.	At the Company's discretion and per the terms of the applicable incentive plan.
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Description	Chief Executive Officer	Named Executive Officers

Equity treatment:	All awards vest in full upon an involuntary termination without Cause, a termination for Good Reason or death or disability:	Substantially all of the individual award agreements are consistent with the terms and conditions of the Severance Plan, which provides that, upon an involuntary termination without Cause:
	• Options remain exercisable for the remainder of their term. • Upon death or disability, options remain exercisable until the earlier of the original expiration date of the option or the third anniversary of termination. • Performance share units remain subject to performance criteria.	• Outstanding stock options continue to vest for 12 months. • The executive has 12 months (or 36 months in the case of retirement eligible employees) to exercise vested stock options, subject to the original term. • All unvested restricted stock and RSUs are forfeited. • Performance share units are forfeited unless the executive is retirement eligible, in which case all or a portion of the shares which vest remain subject to performance criteria.
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Outplacement assistance:	No.	At Company's discretion for up to 12 months.
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Restrictive covenants:	• Prohibited from soliciting customers and employees of Tyco for one year from the date of termination. • Prohibited from competing with Tyco for one year from the date of termination (two years with respect to a competing business that generates more than 30% of its gross revenues from the security business). • Subject to confidentiality and non-disparagement covenants.	• Prohibited from soliciting customers and employees of Tyco for two years from the date of termination. • Prohibited from competing with Tyco for one year from the date of termination. • Subject to confidentiality and non-disparagement covenants.

Mr. Breen's employment agreement generally defines "Good Reason" as any of the following events:

For the other named executive officers, the Severance Plan generally defines "Cause" as an executive's (i) substantial failure or refusal to perform duties and responsibilities of his or her job as required by the Company; (ii) violation of any fiduciary duty owed to the Company; (iii) conviction of a felony or misdemeanor; (iv) dishonesty; (v) theft; (vi) violation of Company rules or policy; or (vii) other egregious conduct, that has or could have a serious and detrimental impact on the Company and its employees. The administrator of the Severance Plan, in its sole and absolute discretion, determines whether Cause exists.

Description	Chief Executive Officer	Named Executive Officers

Governing document:	Employment agreement.	CIC Severance Plan.
		For equity awards individual award agreements.
-------------------------------------------------------------------	-------------------------------------------------------------------	-------------------------------------------------------------------
Additional events triggering severance cash benefits and benefits continuation:	• Involuntary termination without Cause. • Termination by Mr. Breen for Good Reason. • A change in control is treated as a termination for Good Reason at Mr. Breen's election within the 30-day period following the first anniversary of the change in control.	• Involuntary termination other than for Cause, permanent disability or death. • Good Reason Resignation.
-------------------------------------------------------------------	-------------------------------------------------------------------	-------------------------------------------------------------------
Severance cash benefit:	Three times base salary and three times higher of target annual bonus or most recent annual bonus payment. The multiplier is reduced to two times at age 62, 1.5 times at age 63 and 1.0 times at age 64 or older.	Two times base salary and two times annual target bonus for Messrs. Gursahaney and Oliver; and 2.99 times base salary and 2.99 times annual target bonus for the other named executive officers.
-------------------------------------------------------------------	-------------------------------------------------------------------	-------------------------------------------------------------------
Executive must sign release to receive severance benefits:	Yes.	Yes.
-------------------------------------------------------------------	-------------------------------------------------------------------	-------------------------------------------------------------------
Health and welfare benefits continuation:	Continued participation in the Company's health and welfare plans over the same time period for which severance is payable, subject to an 18 month limit on continuation of medical benefits. If Mr. Breen's severance period is greater than 18 months, an equivalent cash payment is made for the monthly COBRA premium cost of the coverage multiplied by the number of months by which the severance period exceeds 18 months, with a tax gross-up on such amounts.	Twelve months from date of termination for medical and dental and health care reimbursement account benefits only, if the executive does not commence employment with another company during the severance period. The executive will also be entitled to a cash payment equal to the projected value of the employer portion of medical and dental benefit premiums for a 12 month (in the case of Messrs. Gursahaney and Oliver) or 24 month (in the case of Messrs. Coughlin and Evard) period.
-------------------------------------------------------------------	-------------------------------------------------------------------	-------------------------------------------------------------------
Pension benefits:	Fully vested. Immediately payable upon a change in control. No reduction for early commencement.	N/A.
-------------------------------------------------------------------	-------------------------------------------------------------------	-------------------------------------------------------------------

Description	Chief Executive Officer	Named Executive Officers

Prorated bonus in year of change in control:	Yes.	Yes.
-------------------------------------------------------------------	-------------------------------------------------------------------	-------------------------------------------------------------------
Equity treatment:	• All awards vest in full, provided that certain performance share units remain subject to performance criteria. • Options remain exercisable for the remainder of their term.	Substantially all of the individual equity awards for our named executive officers provide that, upon a change in control (and, with respect to awards granted in fiscal 2009 and thereafter, upon a termination event):
		• All options, restricted stock and RSUs vest in full. • All performance-based shares vest at target. • Options remain exercisable until the earlier of (i) the expiration of the remainder of their term and (ii) up to three years following the executive's termination date.
-------------------------------------------------------------------	-------------------------------------------------------------------	-------------------------------------------------------------------
Excise tax gross-up payment:	Yes.	No.
-------------------------------------------------------------------	-------------------------------------------------------------------	-------------------------------------------------------------------
IRC Section 280G Cap on Benefits:	No.	Yes, if the cap results in greater after tax payments to executive, otherwise benefits are not capped.
-------------------------------------------------------------------	-------------------------------------------------------------------	-------------------------------------------------------------------
Outplacement assistance:	No.	Up to 12 months.
-------------------------------------------------------------------	-------------------------------------------------------------------	-------------------------------------------------------------------
Restrictive covenants:	• Prohibited from soliciting customers and employees of Tyco for one year from the date of termination. • Prohibited from competing with Tyco for one year from the date of termination (two years with respect to a competing business that generates more than 30% of its gross revenues from the security business). • Subject to confidentiality and non-disparagement covenants.	• Subject to confidentiality and non-disparagement covenants.

Under Mr. Breen's employment agreement, a change in control is treated as a termination for "Good Reason" if Mr. Breen chooses to terminate his employment within the 30-day period commencing on the first anniversary of the change in control.

For the other named executive officers, the CIC Severance Plan generally defines "Cause" as (i) a material violation of any fiduciary duty owed to the Company; (ii) conviction of, or entry of a plea of nolo contendere with respect to, a felony or misdemeanor; (iii) dishonesty; (iv) theft; or (v) other

egregious conduct, that is likely to have a materially detrimental impact on the Company and its employees. Whether an executive's termination is due to "Cause" under the CIC Severance Plan is determined by the administrator of the CIC Severance Plan.

The CIC Severance Plan generally defines "Good Reason Resignation" as any retirement or termination of employment by an executive that is not initiated by the Company and that is caused by any one or more of the following events, provided the event occurs in the period beginning 60 days before the change in control date and ending two years after that date:

If an executive remains employed for more than 150 days following the occurrence of any event set forth above, any subsequent retirement or termination of employment by the executive that is not initiated by the Company will not constitute a "Good Reason Resignation." Whether an executive's termination is as a result of a "Good Reason Resignation" is determined by the administrator of the CIC Severance Plan.

Tyco has a successful track record of recouping pay it considers wrongfully earned by executives. To demonstrate our full commitment to shareholders on this issue, the Board approved a Pay Recoupment Policy for Tyco. The policy provides that, in addition to any other remedies available to the Company and subject to the applicable law, if the Board or any Compensation Committee of the Board determines that any Short-Term Bonus payment, incentive payment, equity award or other compensation received by a Senior Officer resulted from any financial result or operating metric that was impacted by the Senior Officer's fraudulent or illegal conduct, the Board or a Board Committee may recover from the Senior Officer that compensation it considers appropriate under the circumstances. The Board has the sole discretion to make any and all determinations under this policy.

In 2003, the Board established stock ownership and share retention guidelines for all Senior Officers. The Board believes that executives who own and hold a significant amount of Company stock are aligned with long-term shareholder interests. Currently, 12 Senior Officers, including our five current named executive officers, are covered by the stock ownership and retention guidelines. The Compensation Committee reviews our Senior Officers' compliance with our stock ownership guidelines annually.

The stock ownership requirement for our Senior Officers ranges from two times base salary to 10 times base salary (in the case of our Chief Executive Officer). Tyco shares that count towards meeting the stock ownership requirement include restricted stock, RSUs, DSUs, performance share units, shares acquired through our 401(k) plan or the Employee Stock Purchase Program, and shares

otherwise owned by the executive. We do not require that the stock ownership guidelines be attained within a certain period of time. Instead, the Compensation Committee reviews executive stock ownership regularly to ensure that our Senior Officers are making progress towards meeting their goals or maintaining their requisite ownership.

Tyco's stock retention guidelines require that the Senior Officers retain a specified percentage of net (after-tax) shares acquired from the exercise of stock options or the vesting of restricted shares. Specifically, our Senior Officers must retain 75% of all net shares until they attain their target stock ownership goal. Once that goal is attained, they must retain at least 25% of subsequently acquired net shares received upon exercise or vesting for a minimum period of three years. Senior Officers who are 62 or older may dispose of 50% of their accumulated holdings. All of the named executive officers remained in compliance with the stock ownership guidelines in fiscal 2009.

The Compensation Committee has reviewed and discussed with management this Compensation Discussion and Analysis and, based on such review and discussions, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company's Annual Report on Form 10-K and this Proxy Statement.

The following table sets forth information regarding the compensation of our named executive officers, who are Edward D. Breen, the Chairman and Chief Executive Officer; Christopher J. Coughlin, the Executive Vice President and Chief Financial Officer; George R. Oliver, President, Safety Products and Electrical & Metal Products; Naren K. Gursahaney, President, ADT Worldwide, and John E. Evard, Jr., Senior Vice President and Chief Tax Officer. Salary and bonus include amounts that may be deferred at the named executive officer's election.

Name and Principal Position (a)		Salary ($)⁽¹⁾ (c)		Bonus ($)⁽²⁾ (d)		Stock/Unit Awards ($)⁽³⁾ (e)		Option Awards ($)⁽³⁾ (f)		Non-Equity Incentive Plan Compensation ($)⁽⁴⁾ (g)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽⁵⁾ (h)		All Other Compensation ($)⁽⁶⁾ (i)		Total ($) (j)

*Current Officers*
Edward D. Breen	2009	$	1,625,000	$	—	$	6,233,256	$	4,042,720	$	1,869,000	$	4,542,000	$	1,127,677	$	19,439,653
Chairman and Chief	2008	$	1,625,000	$	—	$	8,198,879	$	4,705,629	$	3,250,000	$	1,542,000	$	1,293,683	$	20,615,191
Executive Officer	2007	$	1,625,000	$	—	$	10,505,034	$	7,186,796	$	3,250,000	$	1,263,270	$	911,518	$	24,741,618
Christopher J. Coughlin	2009	$	800,000	$	—	$	2,685,983	$	1,773,286	$	736,000	$	—	$	309,188	$	6,304,457
Executive Vice	2008	$	800,000	$	—	$	3,591,691	$	2,731,195	$	1,600,000	$	—	$	332,197	$	9,055,083
President and Chief	2007	$	766,667	$	—	$	3,805,034	$	2,956,702	$	1,605,000	$	—	$	229,753	$	9,363,156
Financial Officer
George R. Oliver	2009	$	589,990	$	282,000	$	1,755,620	$	870,544	$	168,000	$	—	$	231,832	$	3,897,986
President, Safety	2008	$	593,739	$	—	$	1,478,055	$	601,060	$	1,146,000	$	—	$	213,111	$	4,031,965
Products and	2007	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Electrical &
Metal Products
Naren K. Gursahaney	2009	$	560,000	$	146,000	$	1,556,993	$	1,028,109	$	392,000	$	—	$	189,109	$	3,872,211
President, ADT	2008	$	560,000	$	—	$	1,339,215	$	920,618	$	638,000	$	—	$	199,627	$	3,657,460
Worldwide	2007	$	520,000	$	—	$	962,577	$	877,226	$	880,000	$	—	$	175,362	$	3,415,165
John E. Evard, Jr.	2009	$	460,000	$	—	$	1,502,115	$	1,169,566	$	317,000	$	—	$	159,831	$	3,608,512
Senior Vice President	2008	$	455,040	$	420,000	$	1,206,561	$	924,303	$	690,000	$	—	$	179,439	$	3,875,343
and Chief Tax Officer	2007	$	440,160	$	420,000	$	964,359	$	1,035,422	$	660,000	$	—	$	166,148	$	3,686,089

⁽¹⁾: Salary: Salary paid to Mr. Oliver reflects the effect of his voluntary participation in a temporary pay reduction undertaken in fiscal 2009 by certain management employees in the Safety Products business segment.
⁽²⁾: Bonus: Amounts shown in column (d) reflect special awards paid to Messrs. Oliver and Gursahaney in fiscal 2009 in recognition of their contributions towards achievement of cash conversion and free cash flow generation goals, as described above in "Elements of Compensation—Business President Special Bonuses", and payments made to Mr. Evard in fiscal 2008 and fiscal 2007 for a retention award granted to him in connection with the Separation, as discussed in our 2007 Proxy Statement.
⁽³⁾: Stock/Unit Awards and Option Awards: The amounts in columns (e) and (f) reflect accounting expense recognized in fiscal 2009, 2008 and 2007 for all outstanding equity-based compensation in the form of stock options, restricted shares, RSUs, DSUs and performance-based shares. The amounts reported in columns (e) and (f) for each named executive officer were recognized in accordance with Statement of Financial Accounting Standard Number 123 as Revised ("FAS 123R"), which generally requires recognition of the fair value of equity-based compensation

over the applicable vesting period for the award. Assumptions used in the calculation of these compensation costs are discussed in Note 18 to the Company's audited consolidated financial statements included in the Company's Form 10-K for the fiscal year ended September 25, 2009. However, the table above does not reflect equity compensation expense net of a forfeiture assumption. A description of the material terms of the 2009 awards appears in the narrative following the "Grants of Plan-Based Awards" table.

⁽⁴⁾: Non-Equity Incentive Plan Compensation: The amounts reported in column (g) for each named executive officer reflect annual cash incentive compensation for the applicable fiscal year. Annual incentive compensation is discussed in further detail above under the heading "Elements of Compensation—Annual Incentive Compensation."
⁽⁵⁾: Change in Pension Value and Non-Qualified Deferred Compensation Earnings: The amounts reported in column (h) for Mr. Breen reflect the aggregate increase in the actuarial present value of his accumulated benefits under all pension plans during fiscal 2009, 2008 and 2007, determined using interest rate and mortality rate assumptions consistent with those used in the Company's financial statements. Information regarding the pension plans is set forth in further detail below following the "Pension Benefits" table.
⁽⁶⁾: All Other Compensation: The amounts reported in column (i) for each named executive officer represent cash perquisites, insurance premiums paid by the Company for the benefit of the officer (and, in some cases, the officer's spouse), costs related to personal use of Company aircraft, tax gross-up payments, Company contributions to 401(k) plans and non-qualified plans of the Company and its subsidiaries providing similar benefits, and other miscellaneous benefits. The components of All Other Compensation for each named executive officer are shown in the following table.

					Supplemental Executive Insurance Benefits^(b)

					Supplemental Executive Insurance Benefits^(b)						Personal Use of Company Aircraft^(c)
Named Executive	Fiscal Year		Cash Perquisite^(a)		Variable Universal Life		Supplemental Disability		Long-Term Care		Personal Use of Company Aircraft^(c)		Tax Gross-Ups^(d)		Retirement Plan Contributions^(e)		Miscellaneous^(f)		Total All Other Compensation
*Current Officers*
Edward D. Breen		2009	$	70,000	$	50,405	$	37,689	$	15,428	$	238,795	$	478,964	$	236,396		—	$	1,127,677
		2008	$	70,000	$	50,405	$	36,021	$	15,429	$	246,347	$	632,091	$	243,083	$	307	$	1,293,683
		2007	$	70,000	$	50,405	$	34,825	$	15,428	$	249,431	$	330,200	$	155,729	$	5,500	$	911,518
Christopher J. Coughlin		2009	$	70,000	$	28,262	$	17,990	$	21,210		—	$	39,959	$	116,667	$	15,100	$	309,188
		2008	$	70,000	$	28,262	$	17,990	$	21,211		—	$	64,375	$	120,250	$	10,109	$	332,197
		2007	$	70,000	$	28,262	$	17,990	$	21,210		—		—	$	82,291	$	10,000	$	229,753
George R. Oliver		2009	$	60,000	$	14,839	$	14,837	$	20,346		—	$	21,011	$	84,049	$	16,750	$	231,832
		2008	$	59,375	$	14,839	$	17,248	$	20,347		—	$	18,617	$	71,478	$	11,207	$	213,111
		2007		—		—		—		—		—		—		—		—		—
Naren K. Gursahaney		2009	$	56,000	$	10,109	$	15,008	$	19,274		—	$	23,782	$	57,567	$	7,369	$	189,109
		2008	$	56,000	$	10,109	$	17,418	$	19,275		—	$	21,700	$	72,000	$	3,125	$	199,627
		2007	$	51,500	$	10,109	$	12,598	$	19,274		—	$	10,315	$	65,606	$	5,960	$	175,362
John E. Evard, Jr.		2009	$	46,000	$	20,798	$	6,217	$	18,344		—	$	13,472	$	55,000		—	$	159,831
		2008	$	45,504	$	20,798	$	6,217	$	18,344		—	$	33,519	$	54,920	$	137	$	179,439
		2007	$	44,016	$	20,798	$	17,639	$	18,343		—	$	23,692	$	36,398	$	5,262	$	166,148

or -leased aircraft if expressly approved by the Board or Mr. Breen. For purposes of the Summary Compensation Table, the aggregate incremental pre-tax cost to the Company for personal use of Company aircraft is calculated using a method that takes into account the incremental cost of fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs and other variable costs, including incremental costs associated with executives that are not in control of the aircraft. Because our aircraft are used primarily for business travel, the calculation does not include the fixed costs that do not change based on usage, such as pilots' salaries, the acquisition costs of the Company-owned or -leased aircraft, and the cost of maintenance not related to trips.

^(d): The amounts shown in this column as tax gross-up payments for Messrs. Coughlin, Evard, Oliver, and Gursahaney represent tax gross-up payments made with respect to taxable insurance benefits. Amounts for Mr. Breen include tax gross-up payments made with respect to taxable insurance benefits and the reimbursement of state taxes owed by him to New York for Tyco work performed in that State. Generally, with respect to compensation awarded to Mr. Breen prior to 2009, the Company pays the increased tax cost (including a gross-up) that Mr. Breen owes as a result of working in New York rather than in his principal work location. The amount related to state taxes for Mr. Breen for fiscal 2009 is an estimate, pending receipt of the relevant personal state tax return information for calendar year 2009. This estimate is based primarily on compensation deemed by New York State to be earned by Mr. Breen in fiscal 2009 in respect of equity granted prior to 2009. Mr. Breen has waived the New York tax gross-up with respect to compensation awarded after January 1, 2009.
^(e): Retirement plan contributions include matching contributions made by the Company on behalf of each executive to its tax-qualified 401(k) Retirement, Savings and Investment Plan and to its non-qualified Supplemental Savings and Retirement Plan.
^(f): Miscellaneous compensation includes matching charitable contributions made by the Company on behalf of each of Messrs. Coughlin, Gursahaney and Oliver, and payments for fractional shares made to Mr. Gursahaney.

The following table summarizes cash-based and equity-based awards for each of the Company's named executive officers that were granted during fiscal 2009 under the 2004 SIP.



			Extimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Possible Payouts Under Equity Incentive Plan Awards⁽²⁾						All Other Option Awards: Number of Securities Underlying Options (#) (j)				Grant Date Fair Value of Stock and Option Awards ($)⁽³⁾ (l)
																	Exercise or Base Price of Option Awards ($/Sh) (k)
Name (a)	Grant Date (b)		Threshold ($) (c)		Target ($) (d)		Maximum ($) (e)		Threshold (#) (f)		Target (Mid- Point) (#) (g)		Maximum (#) (h)				Exercise or Base Price of Option Awards ($/Sh) (k)
*Current Officers*
Edward D. Breen		12/3/2008	$	1,015,625	$	2,031,250	$	4,062,500
		10/7/2008								62,040		155,100		310,200					$	8,635,968
		10/7/2008														554,100	$	29	$	4,313,724
Christopher J. Coughlin		12/3/2008	$	400,000	$	800,000	$	1,600,000
		10/7/2008								20,680		51,700		103,400					$	2,878,656
		10/7/2008														184,700	$	29	$	1,437,908
George R. Oliver		12/3/2008	$	300,000	$	600,000	$	1,200,000
		10/7/2008								14,480		36,200		72,400					$	2,015,616
		10/7/2008														129,300	$	29	$	1,006,613
Naren K. Gursahaney		12/3/2008	$	280,000	$	560,000	$	1,120,000
		10/7/2008								14,480		36,200		72,400					$	2,015,616
		10/7/2008														129,300	$	29	$	1,006,613
John E. Evard, Jr.		12/3/2008	$	172,500	$	345,000	$	690,000
		10/7/2008								8,960		22,400		44,800					$	1,247,232
		10/7/2008														80,000	$	29	$	622,808

⁽¹⁾: Amounts reported in columns (c) through (e) represent potential annual performance bonuses that the named executive officers could have earned under the Company's annual incentive plan for fiscal 2009. The Board approved a maximum bonus payout of 0.50% of net income before special items for Mr. Breen, subject to a cap of $5.0 million imposed by the 2004 SIP, and 0.25% for the other Senior Officers, subject to a cap of $2.5 million. The Compensation Committee further established a maximum payout of 200% of target. Threshold amounts assume minimum performance levels are achieved with respect to each performance measure.
⁽²⁾: Amounts in (f) through (h) represent potential share payouts with respect to performance share awards that were made in connection with the fiscal year 2009 long-term compensation grant. Performance share units were granted to certain executive officers in October 2008 and vest at the end of the three-year performance period on September 30, 2011. The number of shares that will be paid out will depend on the Company's three-year annualized total shareholder return over the performance period, as compared to the return for the S&P 500 Industrials Index.
⁽³⁾: Amounts in column (l) show the grant date fair value of the option awards and performance share awards granted to named executive officers. Amounts for performance share awards were calculated assuming the maximum number of shares are earned under the awards. The actual number of shares that are paid out will depend on the Company's three-year annualized total shareholder return over the performance period, as compared to the return for the S&P 500 Industrials Index.

The Company made an annual grant of equity in fiscal 2009. The award for Senior Officers consisted of stock options and performance share units.

When the Company grants stock options, the exercise price equals the fair market value of our common stock on the date of grant. Stock options generally vest in equal installments over a period of four years, beginning on the first anniversary of the grant date. Each option holder has 10 years to exercise his or her stock option from the date of grant, unless forfeited earlier.

Performance share units generally vest in full at the end of the performance period. The number of shares that are actually earned depends on whether, and at what level, the performance criteria have been met. Performance share units do not accrue dividends prior to vesting and do not have any voting rights. For performance share units granted in connection with the fiscal 2009 equity award, the relevant metric is Tyco's three-year total shareholder return between September 27, 2008 and September 30, 2011. That return is to be compared with the total shareholder return of all the companies in the S&P 500 Industrials Index for the same period. The total shareholder return measure is based on the average of the closing stock price for the 20 trading days preceding, and the last 20 trading days of, the performance period, plus a total return factor to reflect the reinvestment of dividends during the three-year period. If the minimum performance measure is not met (i.e., Tyco's total shareholder return over the performance period is not equal to or better than the total shareholder return of the top 65% of the companies constituting the S&P 500 Industrials Index), no shares will be earned. In addition, if Tyco's total shareholder return is negative at the end of the performance period, the maximum payout is capped at 125% of target.

Forfeiture provisions related to involuntary termination are described above under the heading "Change in Control and Severance Benefits." Except in the case of retirement, unvested equity is forfeited upon a voluntary termination. As described above under "Elements of Compensation—Long-Term Incentive Awards," certain equity awards held by Mr. Coughlin have vesting and forfeiture provisions that differ from the standard terms.

The following table shows, for each of the named executive officers, all equity awards that were outstanding as of September 25, 2009. Dollar amounts are based on the NYSE closing price of $33.98 for the Company's common stock on September 25, 2009.

	Option Awards								Stock Awards

Name (a)	Number of Securities Underlying Unexercised Options: (#) Exercisable (b)		Number of Securities Underlying Unexercised Options: (#) Unexercisable⁽¹⁾ (c)		Option Exercise Price ($) (d)		Option Expiration Date (e)		Number of Shares or Units of Stock That Have Not Vested (#)⁽²⁾ (f)		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽²⁾ (g)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽³⁾ (h)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽³⁾ (i)
*Current Officers*
Edward D. Breen		1,828,301		—	$	15.89		7/24/2012		156,357	$	5,313,011		248,800	$	8,454,224
		49,749		—	$	52.43		3/25/2014
		49,749		—	$	57.19		3/25/2014
		49,749		—	$	63.55		3/25/2014
		49,749		—	$	58.78		3/9/2015
		49,749		—	$	65.13		3/9/2015
		49,749		—	$	71.49		3/9/2015
		124,374		—	$	46.07		11/21/2015
		199,857		199,857	$	48.14		11/20/2016
		146,000		146,000	$	53.36		7/1/2017
		—		554,100	$	29.00		10/6/2018
Christopher J. Coughlin		24,874		—	$	56.60		3/6/2015		71,859	$	2,441,769		94,900	$	3,224,702
		62,187		—	$	56.87		3/9/2015
		62,187		—	$	46.07		11/21/2015
		94,420		94,421	$	48.14		11/20/2016
		69,500		69,500	$	53.36		7/1/2017
		—		184,700	$	29.00		10/6/2018
George R. Oliver		62,947		—	$	43.72		7/9/2016		27,067	$	919,737		58,400	$	1,984,432
		35,500		35,500	$	53.36		7/1/2017
		—		35,000	$	44.49		8/17/2018
		—		129,300	$	29.00		10/6/2018
Naren K. Gursahaney		84,978		—	$	23.77		3/2/2013		47,027	$	1,597,977		58,400	$	1,984,432
		37,768		—	$	44.16		3/25/2014
		31,473		—	$	56.87		3/9/2015
		25,178		—	$	46.07		11/21/2015
		9,442		—	$	48.67		1/11/2016
		44,062		44,063	$	48.14		11/20/2016
		35,500		35,500	$	53.36		7/1/2017
		—		35,000	$	44.49		8/17/2018
		—		129,300	$	29.00		10/6/2018
John E. Evard, Jr.		49,749		—	$	26.74		12/18/2012		20,118	$	683,610		34,700	$	1,179,106
		24,874		—	$	22.67		3/6/2013
		22,387		—	$	44.16		3/25/2014
		22,387		—	$	56.87		3/9/2015
		16,417		—	$	46.07		11/21/2015
		25,178		25,179	$	48.14		11/20/2016
		19,500		19,500	$	53.36		7/1/2017
		—		80,000	$	29.00		10/6/2018

Vesting Date		Edward D. Breen

		Number Of Shares Underlying Vesting Awards
*2009*
10/7/2009	29.00		138,525	46,175	32,325	32,325	20,000
11/21/2009	48.14		99,928	47,210		22,031	12,589
*2010*
7/2/2010	53.36		73,000	34,750	17,750	17,750	9,750
10/7/2010	29.00		138,525	46,175	32,325	32,325	20,000
11/21/2010	48.14		99,929	47,211		22,032	12,590
*2011*
7/2/2011	53.36		73,000	34,750	17,750	17,750	9,750
8/18/2011	44.49				17,500	17,500
10/7/2011	29.00		138,525	46,175	32,325	32,325	20,000
*2012*
8/18/2012	44.49				17,500	17,500
10/7/2012	29.00		138,525	46,175	32,325	32,325	20,000

Vesting Date	Edward D. Breen

	Number Of Shares Underlying Vesting Awards
*2009*
11/21/2009		45,465	20,847		9,980	5,765
*2010*
7/2/2010		32,714	15,083	7,751	7,751	4,294
11/21/2010		45,465	20,847		9,980	5,765
*2011*
7/2/2011		32,713	15,082	7,750	7,750	4,294
*2012*
8/18/2012				11,566	11,566

The following table shows, for each of the named executive officers, the amounts realized from options that were exercised and restricted stock, RSUs and DSUs that vested during fiscal 2009.

The following table presents, for each named executive officer, the present value of the benefit he would receive at retirement under the specified pension plan, based on credited years of service and covered compensation as of September 25, 2009.

⁽¹⁾: The terms of Mr. Breen's employment agreement provide that he is entitled to receive an annual supplemental retirement benefit payable at the later of age 60 and termination of employment. The supplemental benefit is in the form of a joint 50% spousal survivor's annuity equal to 50% of Mr. Breen's final average earnings. This average is calculated as the highest average of the sum of his monthly base salary and actual bonus (the bonus being spread equally over the bonus period for which it is paid) during any consecutive 36 month period within the 60-month period prior to his termination of employment. Final average earnings are reduced by benefits from any defined benefit pension plans maintained by the Company or its affiliates, by benefits from any other defined benefit pension plans maintained by any previous employers, and by benefits attributable to employer contributions, including matching contributions to any defined contribution plans maintained by the Company or its affiliates. Mr. Breen is vested in the benefit described above.

Mr. Breen's benefit is payable as an actuarially equivalent lump sum at the later of (i) age 60 and (ii) the actual date of his termination of employment other than as a result of death or upon a change in control (subject to any applicable 6-month delay pursuant to Internal Revenue Code Section 409A).

⁽²⁾

The amount in column (d) is calculated as the discounted present value of normal retirement benefits earned as of September 25, 2009, payable as a lump sum at "Normal Retirement Date" (without regard to projected service, projected salary increases, pre-retirement mortality or other decrements). The assumptions used in determining the discounted present value are consistent with those used to calculate the Company's retirement plan liabilities as described in Note 16 to the Company's audited consolidated financial statements for the fiscal year ended September 25, 2009, and include:

•: A discount rate of 5.5%;
•: Payment as a lump sum;
•: A prime rate of 3.25% (used to accumulate the Company's defined contribution match balance);
•: An assumed retirement age of 60.

The following table presents information on the non-qualified deferred compensation accounts of each named executive officer at September 25, 2009.

Name (a)	Executive Contributions in Last Fiscal Year ($)⁽¹⁾ (b)		Registrant Contributions in Last Fiscal Year ($)⁽¹⁾ (c)		Aggregate Earnings in Last Fiscal Year ($)⁽²⁾ (d)				Aggregate Balance at Last Fiscal Year End ($) (f)

*Current Officers*
Edward D. Breen		—	$	224,729	$	(16,260	)	—	$	1,415,783
Christopher J. Coughlin		—	$	104,417	$	9,908		—	$	373,567
George R. Oliver	$	12,960	$	72,050	$	13,350		—	$	191,360
Naren K. Gursahaney	$	375,320	$	48,817	$	10,982		—	$	2,034,829
John E. Evard, Jr.		—	$	43,333	$	(25,185	)	—	$	195,743

⁽¹⁾: Amounts in columns (b) and (c) include employee and Company contributions, respectively, under the Company's Supplemental Savings and Retirement Plan (the "SSRP"), a non-qualified retirement savings plan. All of the amounts shown in column (c) are included in the Summary Compensation Table under the column heading "All Other Compensation." Under the terms of the SSRP, an eligible executive may choose to defer up to 50% of his or her base salary and up to 100% of his or her performance bonus.
⁽²⁾: Amounts in column (d) include earnings or (losses) on the named executive officer's notional account in the SSRP and in the Company's Supplemental Executive Retirement Plan (the "SERP"). The SERP was frozen with respect to additional contributions on December 31, 2004. Except for the Tyco stock fund and the Fidelity Freedom Funds, investment options under the SSRP are the same as those available under the Company's tax-qualified 401(k) retirement plans. Investment options under the SERP are the same as those available under the SSRP.
⁽³⁾: Under both the SSRP and the SERP, participants may elect to receive distributions in a single lump sum payment or in up to 15 annual installments. A participant who is still employed by Tyco may begin receiving distributions under each plan after a minimum of five years have elapsed from the plan year for which contributions have been made. A participant who has left Tyco may begin receiving distributions upon his or her termination of employment or retirement.

The following table summarizes the severance benefits that would have been payable to each of the named executive officers upon his termination of employment or upon the occurrence of a change in control, assuming that the triggering event or events occurred on September 25, 2009. The amounts shown are based on Tyco's closing NYSE share price of $33.98 on such date.

For Mr. Breen, termination benefits are governed by his employment agreement. For each of the other named executive officers, the CIC Severance Plan governs termination benefits for change in control triggering events, and the Severance Plan governs termination benefits for all other triggering events. In all cases, a "Qualified Termination" means a termination following a change in control that would provide the executive with a "Good Reason" to terminate his employment, as defined under the CIC Severance Plan or under Mr. Breen's employment agreement. For the definition of "Good Reason" and "Cause" under the relevant documents, see the discussion under the heading "Change in Control and Severance Benefits." Under his employment agreement, Mr. Breen could terminate his employment for "Good Reason" by voluntarily resigning within the 30-day period following the first anniversary of a change in control, in which case he would be entitled to severance and the benefit and perquisite continuation described in column (c).

Mr. Breen's employment agreement with the Company was amended on December 19, 2008. Among other changes, the amended agreement reduced certain of the benefits, including cash payments, that he is entitled to upon a termination or change in control, as described above under the heading "Change in Control and Severance Benefits."

	Change in Control				Other Termination

Name / Form of Compensation (a)	Without Qualified Termination (b)		With Qualified Termination (c)		With Cause (d)		Without Cause or With Good Reason (e)		Retirement/ Resignation (f)⁽⁷⁾		Death or Disability (g)
	all amounts in U.S. $
Edward D. Breen
Severance⁽¹⁾		—		14,625,000		—		9,750,000		—		—
Benefit & Perquisite Continuation⁽²⁾		—		327,197		—		218,131		—		—
Accelerated Vesting of Equity Awards⁽³⁾		16,596,487		16,596,487		—		16,596,487		—		12,032,970
Retirement Plan Distributions⁽⁴⁾		13,643,000		13,643,000		—		3,861,000		—		—
Life Insurance⁽⁵⁾		—		—		—		—		—		3,245,000
Excise Tax Gross Up⁽⁶⁾		—		—		—		—		—		—
Christopher J. Coughlin
Severance⁽¹⁾		—		4,784,000		—		3,200,000		—		—
Benefit & Perquisite Continuation⁽²⁾		—		31,086		—		23,132		—		—
Accelerated Vesting of Equity Awards⁽³⁾		1,789,727		4,466,299		—		229,952		—		2,838,562
Life Insurance⁽⁵⁾		—		—		—		—		—		1,500,000
George R. Oliver
Severance⁽¹⁾		—		2,188,148		—		2,400,000		—		—
Benefit & Perquisite Continuation⁽²⁾		—		23,132		—		23,132		—		—
Accelerated Vesting of Equity Awards⁽³⁾		1,674,093		3,548,083		—		160,979		—		2,484,373
Life Insurance⁽⁵⁾		—		—		—		—		—		1,150,000
Naren K. Gursahaney
Severance⁽¹⁾		—		1,204,650		—		2,240,000		—		—
Benefit & Perquisite Continuation⁽²⁾		—		23,132		—		23,132		—		—
Accelerated Vesting of Equity Awards⁽³⁾		2,352,333		4,226,323		—		160,979		—		3,162,614
Life Insurance⁽⁵⁾		—		—		—		—		—		840,000
John E. Evard, Jr.
Severance⁽¹⁾		—		2,406,950		—		1,610,000		—		—
Benefit & Perquisite Continuation⁽²⁾		—		31,086		—		23,132		—		—
Accelerated Vesting of Equity Awards⁽³⁾		504,603		1,664,155		—		99,600		—		1,019,479
Life Insurance⁽⁵⁾		—		—		—		—		—		866,000

Mr. Breen reaches specified ages. For each of the other named executive officers, severance would be paid under either the CIC Severance Plan (if the triggering event were a change in control) or the Severance Plan (for other triggering events). Under the CIC Severance Plan, each of Messrs. Coughlin and Evard would be entitled to a severance payment of 2.99 times his base salary and 2.99 times his target bonus for the fiscal year in which termination occurs, and Messrs. Gursahaney and Oliver would be entitled to 2 times his base salary and target bonus, subject to caps if the excise tax under IRC Section 280G would apply. Under the Severance Plan, each named executive officer (except Mr. Breen) would have been entitled to salary continuation and bonus payments for the 24 months following termination of employment. In addition to the amounts included in this table, each named executive officer (including Mr. Breen) may be entitled to a prorated portion of the Annual Performance Bonus for the year in which his employment was terminated. The bonus payments are included in the Summary Compensation table under the column heading "Non-Equity Incentive Compensation," and are discussed above under the heading "Elements of Compensation—Annual Incentive Compensation."

⁽²⁾: Upon a triggering event, Mr. Breen's employment agreement provides for continued participation in health and welfare plans over the same time period for which severance is payable, subject to an 18-month limit on medical benefits. If continued participation is not practicable, and/or if Mr. Breen's severance period is greater than 18 months, an equivalent cash payment is made, with a tax gross-up on such amounts. For each of the other named executive officers, medical and dental benefits are provided under the CIC Severance Plan or the Severance Plan, which both provide for 12 months of continuing coverage, and if the executive's severance period is greater than 12 months, the executive will be entitled to a cash payment equal to the projected value of the employer portion of premiums during the severance period in excess of 12 months. Not included is the value of the executive disability insurance program that provides salary continuation of an additional $25,000 ($75,000 for Mr. Breen) above the $15,000 monthly benefit provided by our broad-based disability plan.
⁽³⁾: Amounts represent the intrinsic value of unvested Tyco equity awards and stock options that would vest upon a triggering event. For Mr. Breen, the amounts in columns (b), (c) and (e) include a tax gross-up payment to the State of New York of $69,834, and the amount in column (g) includes such a payment of $50,632. Mr. Breen agreed to waive the New York State tax gross-up payments for compensation that is awarded to him after January 1, 2009.
⁽⁴⁾: Amounts in columns (b) and (c) represent the incremental difference in the benefit received due to a change in control. Under Mr. Breen's amended employment agreement, if Mr. Breen voluntarily terminates employment without Good Reason, or his employment is terminated for Cause prior to age 60, benefits deemed earned under the Supplemental Executive Retirement Plan will be subject to a reduction of 0.25% for each month or partial month the termination date is prior to age 60. The amount shown in column (b) does not reflect any reduction in benefits related to an election to receive payments earlier than age 60.
⁽⁵⁾: Amounts represent the life insurance benefit for each of the named executive officers upon the death of the executive.
⁽⁶⁾: In the event of a change in control, Mr. Breen's employment agreement provides for a full gross-up of any federal excise tax that might be due under Section 4999 of the Internal Revenue Code. No other named executive is eligible for this benefit.
⁽⁷⁾: For Messrs. Coughlin and Evard, who are retirement eligible based upon age and service, the value of certain equity awards that would immediately become deliverable upon retirement are not included because these awards are no longer subject to a significant vesting requirement.

Section 16(a) of the Securities Exchange Act of 1934 requires Tyco's officers and Directors and persons who beneficially own more than ten percent of Tyco's common shares to file reports of ownership and changes in ownership of such common shares with the SEC and NYSE. These persons are required by SEC regulations to furnish Tyco with copies of all Section 16(a) forms they file. As a matter of practice, Tyco's administrative staff assists Tyco's officers and Directors in preparing initial reports of ownership and reports of changes in ownership and files those reports on their behalf. Based on Tyco's review of the copies of such forms it has received, as well as information provided and representations made by the reporting persons, Tyco believes that all of its officers, Directors and beneficial owners of more than ten percent of its common shares complied with Section 16(a) during Tyco's fiscal year ended September 25, 2009, with the following exception—due to an administrative oversight the withholding of shares for payment of taxes upon the vesting of restricted stock units, which occurred on September 30, 2008 for Messrs. Arditte, Breen, Coughlin, Davidson, Decker, Evard, Gursahaney and Stewart and Ms. Siegel, was not reported until October 24, 2008.

The Audit Committee of the Board is composed of three Directors, each of whom the Board has determined meets the independence and experience requirements of the NYSE and the SEC. The Audit Committee operates under a charter approved by the Board, which is posted on our website. As more fully described in its charter, the Audit Committee oversees Tyco's financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process. Management assures that the Company develops and maintains adequate financial controls and procedures, and monitors compliance with these processes. Tyco's independent auditors are responsible for performing an audit in accordance with auditing standards generally accepted in the United States to obtain reasonable assurance that Tyco's consolidated financial statements are free from material misstatement and expressing an opinion on the conformity of the financial statements with accounting principles generally accepted in the United States. The internal auditors are responsible to the Audit Committee and the Board for testing the integrity of the financial accounting and reporting control systems and such other matters as the Audit Committee and Board determine.

In this context, the Audit Committee has reviewed the U.S. GAAP consolidated financial statements and Swiss statutory financial statements for the fiscal year ended September 25, 2009, and has met and held discussions with management, the internal auditors and the independent auditors concerning these financial statements, as well as the report of management and the report of the independent registered public accounting firm regarding the Company's internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002. Management represented to the Committee that Tyco's U.S. GAAP consolidated financial statements were prepared in accordance with U.S. GAAP and the Swiss statutory financial statements comply with Swiss law and Tyco's Articles of Association. In addition, The Committee has discussed with the independent auditors the auditors' independence from Tyco and its management as required under Public Company Accounting Oversight Board Rule 3526, Communication with Audit Committees Concerning Independence, and the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard AU Section 380 (Communication with Audit Committees) and Rule 2-07 of SEC Regulation S-X.

In addition, the Audit Committee has received the written disclosures and the letter from the independent auditor required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor's communications with the Audit Committee concerning independence. The Audit Committee has also received an unqualified opinion from Deloitte AG that the Swiss statutory financial statements for the period ended September 25, 2009 comply with Swiss law and the Company's Articles of Association. Based upon the Committee's review and discussions referred to above, the Committee recommended that the Board include Tyco's audited consolidated

financial statements in Tyco's Annual Report on Form 10-K for the fiscal year ended September 25, 2009 filed with the Securities and Exchange Commission and that such report, together with the audited statutory financial statements of Tyco International Ltd. be included in Tyco's annual report to shareholders for the fiscal year ended September 25, 2009.

The cost of solicitation of proxies will be paid by Tyco. Tyco has engaged MacKenzie Partners, Inc. as the proxy solicitor for the Annual General Meeting for an approximate fee of $9,500. In addition to the use of the mails, certain Directors, officers or employees of Tyco may solicit proxies by telephone or personal contact. Upon request, Tyco will reimburse brokers, dealers, banks and trustees or their nominees for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of common shares.

The registered and principal executive offices of Tyco are located at Freier Platz 10, 8200 Schaffhausen, Switzerland. The telephone number there is +41 52 633 02 44.

In accordance with the rules established by the SEC, as well as under the provisions of Tyco's Articles of Association, any shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the "Exchange Act") intended for inclusion in the Proxy Statement for next year's annual general meeting of shareholders must be received by Tyco no later than September 24, 2010. Such proposals should be sent to Tyco's Secretary at our registered address, Freier Platz 10, 8200 Schaffhausen, Switzerland. To be included in the Proxy Statement, the proposal must comply with the requirements as to form and substance established by the SEC and our Articles of Association, and must be a proper subject for shareholder action under Swiss law.

A shareholder may otherwise propose business for consideration or nominate persons for election to the Board in compliance with U.S. federal proxy rules, Swiss law and other legal requirements, without seeking to have the proposal included in Tyco's proxy statement pursuant to Rule 14a-8 under the Exchange Act. Under Rule 14a-4 under the Exchange Act, proxies may be voted on matters properly brought before a meeting under these procedures in the discretion of the Chairman without additional proxy statement disclosure about the matter unless Tyco is notified about the matter at least 45 days before the first anniversary of the date on which this proxy statement is first mailed to shareholders and the proponents otherwise satisfy the requirements of Rule 14a-4. The deadline under Rule 14a-4 for next year's meeting is December 8, 2010.

New proposals or motions with regard to existing agenda items are not subject to such restrictions and can be made at the meeting by each shareholder attending or represented.

Copies of our Annual Report on Form 10-K for the fiscal year ended September 25, 2009, as filed with the SEC (without exhibits), are available to shareholders free of charge on our website at www.tyco.com or by writing to Attn: Tyco Shareholder Services, Tyco International Ltd, Freier Platz 10, CH-8200 Schaffhausen, Switzerland.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TYCO INTERNATIONAL LTD. M18643-TBD TYCO INTERNATIONAL LTD. FREIER PLATZ 10 CH-8200 SCHAFFHAUSEN, SWITZERLAND To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. For Against Abstain 1. To approve the annual report, the parent company financial statements of Tyco International Ltd and the consolidated financial statements for the fiscal year ended September 25, 2009; 4. To elect auditors as follows: 2. To discharge the Board of Directors from liability for the financial year ended September 25, 2009; For All Withhold All For All Except 01) Edward D. Breen 02) Michael E. Daniels 03) Timothy M. Donahue 04) Brian Duperreault 05) Bruce S. Gordon 06) Rajiv L. Gupta 3. Election of Directors Nominees: VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The signature on this Proxy Card should correspond exactly with the shareholder's name as printed above. In the case of joint tenancies, co-executors, or co-trustees, each should sign. Persons signing as Attorney, Executor, Administrator, Trustee or Guardian should give their full title. The Board of Directors recommends that you vote FOR the following proposal(s): The Board of Directors recommends you vote FOR the following: 07) John A. Krol 08) Brendan R. O'Neill 09) William S. Stavropoulos 10) Sandra S. Wijnberg 11) R. David Yost 4.b to ratify appointment of Deloitte & Touche LLP as independent registered public accounting firm for purposes of United States securities law reporting for the year ending September 24, 2010; 4.a to elect Deloitte AG (Zürich) as statutory auditors until our next annual general meeting; 4.c to elect PricewaterhouseCoopers AG (Zürich) as special auditors until our next annual general meeting; 5.a the allocation of fiscal year 2009 results; and 5. To approve the following: 5.b the payment of a dividend in the form of a capital reduction, such payment to be made in four quarterly installments at such times during the period through the next annual general meeting as shall be determined by the Board of Directors; 6. Approval of an Amendment to our Articles of Association to provide for plurality voting in the event that the number of candidates that are nominated for election exceeds the number of positions available. 7. To consider and act on such other business as may properly come before the meeting or any adjournment thereof. For Against Abstain The signatory appoints the independent representative, Dr. Harald Maag, as proxy The signatory will attend the Annual General Meeting on March 10, 2010 personally Yes No

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Combined Document is available at www.proxyvote.com. M18644-TBD TYCO INTERNATIONAL LTD. THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. Tyco International Ltd., Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717; or, if granting a proxy to the independent representative Dr. Harald Maag, Attorney - at - Law Forchstrasse 452 CH 8032, Zürich, Switzerland Proxy Card for use at the 2010 Annual General Meeting or any adjournment or postponement thereof (the "Meeting") of Shareholders of Tyco International Ltd., a company organized under the laws of Switzerland ("Tyco"), to be held on March 10, 2010 at 3:00 p.m., Central European Time, at the Park Hyatt Zürich, Beethoven-Strasse 21, 8002 Zürich, Switzerland. Unless the signatory has appointed Dr. Harald Maag (the Independent Representative) by checking the appropriate box on the reverse side of this card, the signatory, revoking any proxy heretofore given in connection with the Annual General Meeting described below, appoints Edward D. Breen and Christopher J. Coughlin, or either of them, as proxy, with full powers of substitution, to represent the signatory at the Annual General Meeting and to vote all shares the signatory is entitled to vote at such Annual General Meeting on all matters properly presented at the meeting; or INDICATE ON THE REVERSE SIDE OF THIS PROXY CARD WHETHER: The signatory, revoking any proxy heretofore given in connection with the Annual General Meeting described below, appoints the independent representative, Dr. Harald Maag (the Independent Representative), with full powers of substitution, to represent the signatory at the Annual General Meeting and to vote all shares the signatory is entitled to vote at such Annual General Meeting on all matters properly presented at the meeting; or The signatory will attend the Annual General Meeting personally. Please indicate on the reverse of this card how the common shares represented by this proxy are to be voted. If this card is returned duly signed but without any indication as to how the common shares are to be voted in respect of any of the proposals described on the reverse, the shareholder will be deemed to have directed the proxy to vote FOR the election of all nominees to the Board of Directors and FOR proposals number 1 through 6 as described below. PLEASE MARK YOUR VOTES IN THE CORRESPONDING BOXES ON THE REVERSE SIDE (Continued and to be marked, dated and signed, on the other side) FOLD AND DETACH HERE 2010 Annual General Meeting of Shareholders of Tyco International Ltd. March 10, 2010 3:00 PM., Central European Time Park Hyatt Zürich Beethoven-Strasse 21, 8002 Zürich, Switzerland ADMISSION TICKET 1. To approve the annual report 2. To discharge the Board of Directors from liability for the financial year ended September 25, 2009 3. To elect the Board of Directors 4. To elect auditors 5. To approve the allocation of fiscal year 2009 results and the payment of a dividend in the form of a capital reduction 6. To approve an amendment of our Articles of Association to provide for plurality voting 7. To consider and act on such other business as may properly come before the meeting or any adjournment thereof


	Filed by the Registrant ý
	Filed by a Party other than the Registrant o
	Check the appropriate box:
	o		Preliminary Proxy Statement
	o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	ý		Definitive Proxy Statement
	o		Definitive Additional Materials
	o		Soliciting Material Pursuant to §240.14a-12


Switzerland:		United States:
By 5:00 p.m. on March 9, 2010 by hand or mail at:		By 5:00 p.m. on March 9, 2010 by mail at:
Tyco International Ltd. Freier Platz 10, CH-8200 Schaffhausen, Switzerland		Tyco International Ltd. c/o Broadridge 51 Mercedes Way Edgewood, NY 11717

	Fiscal Year 2009		Fiscal Year 2008

	(in millions)		(in millions)
Audit Fees	$	35.2	$	42.8
Audit-Related Fees		2.1		4.0
Tax Fees		2.6		7.5

Total	$	39.9	$	54.3

	Swiss francs		U.S. dollars

	(in millions)		(in millions)
Net loss	CHF	1,025.5	$	998.8
Balance, beginning of period		31,815.7		30,988.3
Balance carried forward	CHF	32,841.2	$	31,987.1


(L)=		Lead Director
(AC)=		Audit Committee Chair
(CC)=		Compensation Committee Chair
(NC)=		Nominating and Governance Committee Chair



				Tyco International Ltd. Freier Platz 10 CH-8200 Schaffhausen, Switzerland
				Tele: +41 52 633 02 44 Fax: +41 52 633 02 99


		Yours sincerely,

		Edward D. Breen Chairman and Chief Executive Officer


		By Order of the Board of Directors,
		Judith A. Reinsdorf Executive Vice President and General Counsel


By 11:00 a.m. on March 9, 2010, by hand or mail at:
Dr. Harald Maag, Attorney-at-Law, Forchstrasse 452, P.O. Box 1432, CH-8032 Zürich, Switzerland Fax: +41 44 396 91 92

Name and Address of Beneficial Owner		Number of Common Shares Beneficially Owned			Percentage of Common Stock Outstanding on December 31, 2009

Capital World Investors 333 South Hope Street Los Angeles, CA 90071			31,075,250			6.5	%


•	3M	•	Honeywell International	•	Sprint Nextel
•	Deere & Co.	•	Illinois Tool Works	•	United Technologies
•	DirecTV	•	Ingersoll-Rand	•	Waste Management
•	Emerson Electric	•	L-3 Communications	•	UPS
•	FedEx	•	Masco
•	General Dynamics	•	Raytheon

	Fixed									Variable

	Base			All Other Comp			Total			Short-term (Cash-based)			Long-term (share-based)			Total
Breen		11	%		19	%		30	%		13	%		57	%		70	%
Coughlin		17	%		7	%		24	%		16	%		60	%		76	%
Oliver		18	%		6	%		24	%		17	%		59	%		76	%
Gursahaney		17	%		6	%		23	%		17	%		60	%		77	%
Evard		21	%		8	%		29	%		15	%		56	%		71	%

Performance Measure				Performance Target	Actual Performance

Mr. Oliver
•	Corporate split equally between Earnings Per Share and Adjusted FCF	20	%	See above	See above
•	Tyco Safety Products Operating Income before special items	20	%	$309.5 million	$209.3 million
•	Tyco Safety Products Working Capital Days	20	%	74.7 days	83.7 days
•	Tyco Safety Products Organic Revenue Growth	20	%	4.6%	(13.6)%
•	Tyco Electrical and Metal Products Operating Income before special items	10	%	$166 million	$11 million
•	Tyco Electrical and Metal Products Working Capital Days	10	%	87.7 days	105 days

Vesting Date	Edward D. Breen

	Number Of Shares Underlying Vesting Awards
*2010*
6/30/2010		93,700	43,200	22,200	22,200	12,300
*2011*
9/30/2011		155,100	51,700	36,200	36,200	22,400

	Option Awards				Stock Awards

Name (a)	Number of Shares Acquired on Exercise (#) (b)		Value Realized on Exercise ($) (c)		Number of Shares Acquired on Vesting (#) (d)		Value Realized on Vesting ($)⁽¹⁾ (e)
*Current Officers*
Edward D. Breen		—	$	—		177,103	$	4,137,054
Christopher J. Coughlin		—	$	—		66,748	$	1,538,562
George R. Oliver		—	$	—		58,755	$	1,528,732
Naren K. Gursahaney		—	$	—		26,837	$	636,901
John E. Evard, Jr.		—	$	—		18,872	$	432,348