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                                                                 Exhibit 10.19

                       TYCO EMPLOYEE STOCK PURCHASE PLAN

                                    ARTICLE 1

                                     PURPOSE

The Tyco Employee Stock Purchase Plan (the "Plan") is created for the purpose of
encouraging stock ownership by officers and employees of Tyco International Ltd.
and its subsidiaries (the "Company") so that they may share in growth of the
Company by acquiring or increasing their proprietary interest in the Company.

                                    ARTICLE 2

                           ADMINISTRATION OF THE PLAN

The Plan may be administered by a committee appointed by the Board of Directors
of the Company (the "Committee"). The Board of Directors shall determine the
number of members of the Committee and, from time to time, may add or remove
members from the Committee. The Committee may select one of its members as
Chairperson and may hold meetings at such times and places as it may determine.
Acts by a majority of the Committee, or acts approved by a majority of the
Committee, shall be valid acts of the Committee.

The interpretation and construction by the Committee of any provision of the
Plan shall be final unless otherwise determined by the Board of Directors. The
Committee may adopt, from time to time, such rules and regulations, as it deems
appropriate for carrying out the Plan. No member of the Board of Directors or
the Committee shall be liable for any action or determination made in good faith
with respect to the Plan.

In the event the Board of Directors fails to appoint or refrains from appointing
a Committee, the Board of Directors shall have the power and authority to
administer the Plan. In such event, the term "Committee" wherever used herein
shall be deemed to mean the Board of Directors.

                                    ARTICLE 3

                               ELIGIBLE EMPLOYEES

The Company will, from time to time, determine which of its employees (including
employees of its subsidiaries and divisions) will be eligible to participate in
the Plan. All officers who are employees of the Company will be eligible to
participate in the Plan. Eligible employees who elect to participate in the Plan
shall hereinafter be referred to as "Participants".

Notwithstanding the foregoing, any employee who sells Shares purchased under the
Plan within three months of the date of purchase shall be precluded from
participating in the Plan for the next 12 months.



                                    ARTICLE 4

                             SHARES TO BE PURCHASED

The stock subject to purchase under the Plan is 10,000,000 shares (subject to
adjustment in the event of stock splits, stock dividends, recapitalization, or
similar adjustment in the Company's common stock) of the common stock, $.20 par
value, of the Company (the "Shares") which will be purchased on the open market.


                                    ARTICLE 5

                               PAYROLL DEDUCTIONS

Participants, upon entering the Plan, shall authorize payroll deductions to be
made for the purchase of Shares. The maximum deduction shall not, on a per pay
period basis, exceed a Participant's base salary or commission (in the case of
an employee who receives commission and no base salary) and deductions shall be
exclusive of overtime and net withholding and other deductions. The Participant
may authorize increases or decreases in the amount of payroll deductions. In
order to effect such a change in the amount of the payroll deductions, the
Company must receive notice of such change in the manner specified by the
Company and changes will take effect as soon as administratively possible. The
Company will accumulate and hold for the Participant's account the amounts
deducted from his/her pay. No interest shall be paid on such amounts.
Notwithstanding the foregoing, the Committee may, in its sole discretion,
authorize a special bonus payment be made to a Participant and such bonus be
designated as an employee contribution. Such employee contribution will be
entitled to receive the matching Employer Contribution described in the next
Article. The bonus may exceed the contribution limits otherwise imposed on the
Participant.

                                    ARTICLE 6

                              EMPLOYER CONTRIBUTION

The Company will match a part of the employee contribution by contributing to
the Plan an additional percentage of the employee's payroll deduction. The
Committee, from time to time, may increase or decrease the percentage of the
Company's contribution to the Participant's payroll deduction if the interests
of the Company so require. The matching contributions hereunder are not intended
to be entitlement or part of the regular compensation of any Participant. The
Company will pay all commissions relating to the purchase of the Shares under
the Plan, and the Company will pay all administrative costs associated with the
implementation and operation of the Plan.

                                    ARTICLE 7

                       AUTHORIZATION FOR ENTERING THE PLAN

An eligible employee may enter the Plan by enrolling in the Plan and specifying
his/her contribution amount in the manner authorized by the Company. Such
authorization will take effect as of the next practicable payroll period. Unless
a Participant authorizes changes to his/her payroll deductions in accordance
with Article 5 or withdraws from the Plan, his/her deductions under the latest
authorization on file with the Company shall continue from one payment period to
the succeeding payment period as long as the Plan remains in effect.


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                       TYCO EMPLOYEE STOCK PURCHASE PLAN

                                    ARTICLE 8

                               PURCHASE OF SHARES

All Shares purchased under the Plan shall be purchased on the open market by a
broker designated, from time to time, by the Committee. On a monthly basis, as
soon as practicable following the month end, the Company shall remit the total
of contributions to the broker for the purchase of the Shares. The broker will
then execute the purchase order and the Plan Administrator shall allocate Shares
(or fraction thereof) to each participant's individual recordkeeping account. In
the event the purchase of Shares takes place over a number of days and at
different prices, then each participant's allocation shall be adjusted on the
basis of the average price per Share over such period.

                                    ARTICLE 9

                               ISSUANCE OF SHARES

The Shares purchased under the Plan shall be held by the Plan Administrator or
its nominee. Participants shall receive periodic statements that will evidence
all activity in the accounts that have been established on their behalf. Such
statements will be issued by the Plan Administrator or its nominee. In the event
a Participant wishes to hold certificates in his/her own name, the Participant
must instruct the Plan Administrator or its nominee independently and bear the
costs associated with the issuance of such certificates and pay, if required, a
small fee for each certificate so issued. Certificates for fractional Shares
will not be issued. Fractional Shares shall be liquidated on a cash basis only
in lieu of the issuance of certificates for such fractional Shares upon the
employee's withdrawal.

                                   ARTICLE 10

                         AUTOMATIC DIVIDEND REINVESTMENT

Any dividends paid to Participants for Shares purchased under the Plan and held
by the Plan Administrator shall be automatically reinvested in the Shares of the
Company.

                                   ARTICLE 11

                            SALE OF SHARES PURCHASED
                                 UNDER THE PLAN

Each Participant may sell at any time all of any portion of the Shares acquired
under the Plan and held by the Plan Administrator by notifying the Plan
Administrator, who will direct the broker to execute the sale on behalf of the
Participant. The Participant shall pay the broker's commission and any other
expenses incurred with regard to the sale of the Shares. All such sales of the
Shares will be subject to compliance with any applicable federal or state
securities, tax, or other laws. Each participant assumes the risk of any
fluctuations in the market price of the Shares.

                                   ARTICLE 12

                            WITHDRAWAL FROM THE PLAN

A Participant may cease making contributions to the Plan at any time by changing
his/her payroll deduction to zero as described in Article 5. In order to execute
a sale of all or part of the Shares purchased under the Planand held by the Plan
Administrator, the Participant must contact the Plan Administrator directly. If
the Participant desires to withdraw from the Plan by liquidating all or part of
his/her shareholder interest, he/she shall receive the proceeds from the sale
thereof, minus the commission and other expenses on such sale.

                                   ARTICLE 13

                            NO TRANSFER OR ASSIGNMENT

A Participant's right to purchase Shares under the Plan through payroll
deduction is his/hers alone and may not be transferred or assigned to, or
availed of, by any other person.

                                   ARTICLE 14

                         TERMINATION OF EMPLOYEE RIGHTS

All of the employee's rights under the Plan will terminate when he/she ceases to
be an eligible employee due to retirement, resignation, death, termination, or
any other reason. A notice of withdrawal will be deemed to have been received
from a Participant on the day of his/her final payroll deduction. If a
Participant's payroll deductions are interrupted by any legal process, a
withdrawal notice will be deemed as having been received on the day the
interruption occurs.

                                   ARTICLE 15

                      TERMINATION AND AMENDMENT TO THE PLAN

The Plan may be terminated at any time by the Company's Board of Directors if
the interests of the Company so require. Upon such termination, or any other
termination of the Plan, all payroll deductions not used to purchase Shares will
be refunded. The Board of Directors also reserves the right to amend the Plan,
from time to time, in any respect and authorizes the Committee to approve
amendments to the Plan on its behalf.

                                   ARTICLE 16

                                 LOCAL TAX LAWS

If the provisions of the Plan contradict local tax laws, the local tax laws
shall prevail.