Exhibit 10.22

David D. McKerroll
Structured Finance

      AGREEMENT by and among Tyco Acquisition Corp. XIX (NV), a Nevada
corporation ("Acquiror"), The CIT Group, a Delaware corporation (the "Company")
and David D. McKerroll (the "Executive") dated as of the 1st day of May, 2001.

      Acquiror has determined that because of the unique nature of the
Executive's services to the Company it is in the best interests of Acquiror and
its parent company, Tyco International Ltd., a Bermuda company ("Parent") and
Parent's shareholders to assure that the Company will have the continued
dedication of the Executive and Executive's critical assistance pending the
completion of the acquisition by Acquiror of the Company (the "Acquisition")
pursuant to the Agreement and Plan of Merger dated as of March 12, 2001, and to
provide the Company with the continuity of management Acquiror considers crucial
to ensuring the Company's continued success. Therefore, in order to accomplish
these objectives, the Boards of Directors of Acquiror and the Company (the
"Board") have caused the Company to enter into this Agreement.

                 NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

            1. Effective Date. The "Effective Date" shall mean the effective
date of the Acquisition.

            2. Retention Period. The Company hereby agrees to employ the
Executive, and the Executive hereby agrees to be employed by the Company subject
to the terms and conditions of this Agreement, for the period commencing on the
Effective Date and ending on the third anniversary thereof (the "Retention
Period"). This Employment Agreement and the Retention Period may be extended for
one (1) or more additional periods by written agreement signed by the parties
hereto at any time prior to the end of the Retention Period term in effect.

            3. Terms of Employment. (a) Position and Duties. (i) During the
Retention Period (A) the Executive shall serve as Group CEO - Structured Finance
of the Company with such authority, duties and responsibilities as are
commensurate with such position and as may be consistent with such position,
reporting to the Chief Executive Officer of the Company or such other officer as
designated by the Chief Executive Officer of the Company, and (B) the
Executive's services shall be performed at the location such services were
performed immediately prior to the Effective Date.

                  (ii) During the Retention Period, and excluding any periods of
vacation and sick leave to which the Executive is entitled, the Executive agrees
to devote substantially all of his attention and time during normal business
hours to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive hereunder, to use the
Executive's reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Retention Period, it shall not be a violation of
this Agreement for the Executive to serve on civic or charitable boards or
committees, or manage personal investments, so long as such activities do not
significantly interfere with the performance of the


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Executive's responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that to the extent that
any such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the Executive's
responsibilities to the Company.

            (b) Compensation. (i) Base Salary. During the Retention Period, the
Executive shall receive an annual base salary ("Annual Base Salary") of no less
than the rate of the Executive's base salary on the date immediately prior to
the Effective Date. During the Retention Period, the Annual Base Salary shall be
reviewed at the time that the salaries of all of the executive officers of the
Company are reviewed. Any increase in Annual Base Salary shall not serve to
limit or reduce any other obligation to the Executive under this Agreement.
Annual Base Salary shall not be reduced after any such increase and the term
Annual Base Salary as utilized in this Agreement shall refer to Annual Base
Salary as so increased.

                  (ii) Annual Bonus. Notwithstanding any provision herein to the
contrary, the Executive shall receive from the Company for each of calendar
years 2001 and 2002 an annual bonus in an amount not less than $400,000. For
each completed fiscal year of the Company during the Retention Period after its
fiscal year beginning in 2002, the Executive shall be entitled to a bonus
opportunity, as determined by the Chief Executive Officer of the Company with
the approval of the Chief Executive Officer of Parent.

                  (iii) Incentive Awards. On the Effective Date, Parent shall
grant to the Executive such number of restricted shares of Parent's common stock
(the "Restricted Stock"), pursuant to the terms of Parent's stock incentive
plan, with a value, determined based upon the average of the closing prices of
the Parent's common stock for each trading day from March 12, 2001 through the
Effective Date, equal to $1,000,000. Except as otherwise provided herein, all
restrictions on the shares of Restricted Stock shall lapse, and the shares shall
be vested, with respect to one third (1/3) of such number of shares on the first
anniversary of the date of grant, one third (1/3) of such number of shares on
the second anniversary of the date of grant, and one third (1/3) of such number
of shares on the third anniversary of the date of grant. In addition, on the
Effective Date, Parent shall grant to the Executive 125,000 options to purchase
Parent common stock (the "Option"), pursuant to the terms of Parent's stock
incentive plan. The Option will have an exercise price equal to the fair market
value of the stock subject thereto on the date of grant determined in accordance
with the terms of and standard practice under Parent's stock incentive plan and
shall vest and become exercisable on the third anniversary of the date of grant.
As soon as practicable following the Effective Date, Parent and the Executive
shall enter into a written stock option and restricted stock agreement under the
terms of Parent's stock incentive plan containing the terms and provisions not
inconsistent with those set forth herein. Without limiting the generality of
Section 3(b)(iv) hereof, the Executive shall also be eligible for additional
equity and non-equity awards under Parent's stock incentive and other long-term
incentive compensation plans during the Retention Period, as determined by the
Board of Directors of Parent or its delegate in the Board's or such delegate's
sole discretion; provided, however, that the Executive acknowledges that the
Parent and the Company have met their obligation to the Executive with respect
to equity and non-equity awards to the Executive for calendar years 2001 and
2002 as of the date of the execution of this Agreement.


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                  (iv) Other Benefits. During the Retention Period, to the
extent required by the Prior Agreement the Executive shall be covered by any
plans, programs, arrangements and perquisites provided to the Executive under
the terms of such Prior Agreement (as defined in Section 11(e) hereof), and the
Executive shall participate in all employee benefits provided to similarly
situated executives of the Company. During the Retention Period, the Executive
shall be entitled to a tax equalization payment, determined on the same basis
and paid on the same basis as had been determined and paid to the Executive
under the Prior Agreement, on the basis as existed on the date of this
Agreement.

                  (v) Expenses. During the Retention Period, the Executive shall
be entitled to receive prompt reimbursement for all expenses incurred by the
Executive in accordance with the Company's expense reimbursement policies.

                  (vi) Vacation. During the Retention Period, the Executive
shall be entitled to paid vacation in accordance with the plans, policies,
programs and practices of the Company as in effect with respect to the senior
executives of the Company.

            4. Termination of Employment. (a) Death or Disability. The
Executive's employment shall terminate automatically upon the Executive's death
during the Retention Period. If the Company determines in good faith that the
Disability of the Executive has occurred during the Retention Period (pursuant
to the definition of Disability set forth below), it may give to the Executive
written notice in accordance with Section 11(a) of this Agreement of its
intention to terminate the Executive's employment. In such event, the
Executive's employment with the Company shall terminate effective on the 30th
day after receipt of such notice by the Executive (the "Disability Effective
Date"), provided that, within the 30 days after such receipt, the Executive
shall not have returned to full-time performance of the Executive's duties. For
purposes of this Agreement, "Disability" shall mean the absence of the Executive
from the Executive's duties with the Company on a full-time basis for 180
consecutive business days as a result of incapacity due to mental or physical
illness which is determined to be total and permanent by a physician selected by
the Company or its insurers and acceptable to the Executive or the Executive's
legal representative.

            (b) Cause. The Company may terminate the Executive's employment
during the Retention Period for Cause. For purposes of this Agreement, "Cause"
shall mean:

                  (i) the willful and continued failure of the Executive to
perform substantially the Executive's duties with the Company or one of its
affiliates (other than any such failure resulting from incapacity due to
physical or mental illness), after a written demand for substantial performance
is delivered to the Executive by the Chief Executive Officer of the Company or
Parent which specifically identifies the manner in which the Chief Executive
Officer believes that the Executive has not substantially performed the
Executive's duties, or

                  (ii) the willful engaging by the Executive in illegal conduct
or gross misconduct which is materially and demonstrably injurious to the
Company or its affiliates, or

                  (iii) conviction of a felony or guilty or nolo contendere plea
by the Executive with respect thereto; or


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                  (iv) a material breach of Section 9 of this Agreement.

For purposes of this provision, no act or failure to act on the part of the
Executive shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon express authority given pursuant to a
resolution duly adopted by the Board of Directors of the Company or of Parent
with respect to such act or omission or upon the instructions of the Chief
Executive Officer of the Company or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Company.

            (c) Good Reason. The Executive's employment may be terminated by the
Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall
mean in the absence of a written consent of the Executive:

                  (i) the assignment to the Executive of any duties materially
inconsistent with the Executive's position (including status, offices, titles
and reporting requirements), authority, duties or responsibilities as
contemplated by Section 3(a) of this Agreement, or any other action by the
Company which results in a material diminution in such position, authority,
duties or responsibilities, excluding for this purpose an action not taken in
bad faith and which is remedied by the Company promptly after receipt of notice
thereof given by the Executive;

                  (ii) any material failure by the Company to comply with any of
the provisions of Section 3(b) of this Agreement, other than failure not
occurring in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by the Executive;

                  (iii) the Company's requiring the Executive to be based at any
office or location more than 50 miles from that provided in Section 3(a)(i)(B)
hereof;

                  (iv) any purported termination by the Company of the
Executive's employment otherwise than as expressly permitted by this Agreement;
or

                  (v) the failure of Acquiror and the Company to offer to renew
this Agreement on the terms and conditions (including payment of Annual Base
Salary and participation in incentive plan and benefit programs) at least as
favorable as in the final year of the Executive's last Employment Agreement,
unless, at the time of a failure to renew this Employment Agreement, the
Executive has reached the age of 65 and can be lawfully required to retire; or

                  (vi) any failure by the Company or Acquiror to comply with and
satisfy Section 10(b) of this Agreement.

            (d) Notice of Termination. Any termination by the Company for Cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 11(a) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the


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Executive's employment under the provision so indicated and (iii) if the Date of
Termination (as defined below) is other than the date of receipt of such notice,
specifies the termination date (which date shall be not more than thirty days
after the giving of such notice). The failure by the Executive or the Company to
set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.

            (e) Date of Termination. "Date of Termination" means (i) if the
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein within 30 days of such notice, as the case may
be, (ii) if the Executive's employment is terminated by the Company other than
for Cause or Disability, the Date of Termination shall be the date on which the
Company notifies the Executive of such termination and (iii) if the Executive's
employment is terminated by reason of death or Disability, the Date of
Termination shall be the date of death of the Executive or the Disability
Effective Date, as the case may be.

            5. Obligations of the Company upon Termination. (a) Good Reason;
Other Than for Cause. If, during the Retention Period, the Company shall
terminate the Executive's employment other than for Cause or the Executive shall
terminate employment for Good Reason:

                  (i) the Company shall pay to the Executive in cash the
aggregate of the following amounts:

                  A. in a lump sum within 10 days after the Date of Termination,
      the Executive's Annual Base Salary through the Date of Termination to the
      extent not theretofore paid; and

                  B. three million US Dollars ($3,000,000), in a lump sum less
      any amounts owed by the Executive to the Company by reason of purchases,
      advances, loans to, or in recompense for damages to or loss of the
      Company's property; provided, however, that this provision shall be
      applied so as not to conflict with any applicable legislation, which
      deduction the Executive hereby authorizes the Company to make from such
      lump sum payment. The Company shall pay the remainder to the Executive, if
      any, in a lump sum; and

                  (ii) the Options and the Restricted Stock granted to the
Executive shall vest at the earlier of the vesting dates specified in the
applicable award agreements or, subject to compliance with Section 9, the second
anniversary of the Date of Termination, and, in the case of stock options shall
remain exercisable for at least three (3) months after they vest, subject to
compliance with Section 9; and

                  (iii) subject to compliance with Section 9, continued benefit
coverage which permits the Executive to continue to receive, for two (2) years
from the Date of Termination, at the Company's expense, life insurance and
medical, dental and disability benefits at least


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<PAGE>

comparable to those provided by the Company on the Date of Termination provided
that such benefits shall cease if the Executive obtains other employment with
comparable benefits.

                  (iv) to the extent not theretofore paid or provided, the
Company shall timely pay or provide to the Executive any other amounts or
benefits required to be paid or provided or which the Executive is eligible to
receive under any plan, program, policy or practice or contract or agreement of
the Company and its affiliates (the "Other Benefits") in accordance with the
terms and normal procedures of each such plan, program, policy or practice; and

                  (v) the Company shall provide the Executive with outplacement
services, not to exceed a reasonable cost, until the Executive accepts new
employment.

            (b) Cause; Other than for Good Reason. If the Executive's employment
shall be terminated for Cause or the Executive terminates his employment without
Good Reason during the Retention Period, this Agreement shall terminate without
further obligations to the Executive other than the obligation to pay or provide
to the Executive an amount equal to the amount described in clause (1) of
Section 5(a)(i)(A), and the timely payment or provision of the Other Benefits,
in each case to the extent theretofore unpaid. In the event the Executive's
employment terminates after the expiration of the Retention Period, the Company
shall provide the Executive with the Other Benefits.

            (c) Death. If the Executive's employment is terminated by reason of
the Executive's death during the Retention Period, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, other than for (i) payment of a lump sum cash amount equal
to the Executive's Annual Base Salary as in effect at the time of the
Executive's death, (ii) payment of Accrued Obligations, and (iii) the timely
payment or provision of the Other Benefits. In addition, the Restricted Stock
and Options shall vest immediately. The payments provided for in subsections (i)
and (ii) of this Section 5(c) shall be paid to the Executive's estate or
beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of
Termination.

            (d) Disability. If the Executive's employment is terminated by
reason of the Executive's Disability during the Retention Period, this Agreement
shall terminate without further obligations to the Executive, other than for
payment of Accrued Obligations, and the timely payment or provision of Other
Benefits. In addition, the Restricted Stock and Options shall vest immediately,
and the Executive shall be paid a lump sum cash payment equal to the Executive's
Annual Base Salary. Accrued Obligations shall be paid to the Executive in a lump
sum in cash within 30 days of the Date of Termination.

            6. Non-exclusivity of Rights. Except as specifically provided,
nothing in this Agreement shall prevent or limit the Executive's continuing or
future participation in any plan, program, policy or practice provided by the
Company or any of its affiliates and for which the Executive may qualify, nor,
subject to Section 11(e), shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement with the
Company or its affiliates. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with the Company or its affiliates at or
subsequent to the Date of Termination shall be payable in


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accordance with such plan, policy, practice or program or contract or agreement
except as explicitly modified by this Agreement. As used in this Agreement, the
terms "affiliated companies" and "affiliates" shall include any company
controlled by, controlling or under common control with the Company.

            7. Full Settlement. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and, such amounts
shall not be reduced whether or not the Executive obtains other employment. The
Company agrees to pay, to the full extent permitted by law, all legal fees and
expenses which the Executive may reasonably incur as a result of any contest
(regardless of the outcome thereof) by the Company, the Executive or others of
the validity or enforceability of, or liability under, any provision of this
Agreement or any guarantee of performance thereof (including as a result of any
contest by the Executive about the amount of any payment pursuant to this
Agreement), plus in each case interest on any delayed payment at the applicable
Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code
of 1986, as amended (the "Code"), if the Executive prevails on any material
claim made by the Executive and disputed by the Company or Acquiror under this
Agreement.

            8. Certain Additional Payments by the Company.

            If at any time for any reason any payment or distribution (a
"Payment") by the Company or any other person or entity to or for the benefit of
the Executive is determined to be a "parachute payment" (within the meaning of
Section 280G (b) (2) of the Code), whether paid or copayable or distributed or
distributable pursuant to the terms of this Agreement or otherwise in connection
with or arising out of his employment with the Company or a change in ownership
or excise tax imposed by Section 4999 of the Code (the "Excise Tax"), within a
reasonable period of time after such determination is reached the Company shall
pay to the executive an additional payment (the Gross-Up Payment") in an amount
such that the net amount retained by the Executive, after deduction of any
Excise Tax on such Payment and any federal, state or local income or employment
tax or other taxes and Excise Tax on the Gross-Up Payment, shall equal the
amount of such Payment (including any interest or penalties with respect to any
of the foregoing). All determinations concerning the application of the
foregoing shall be made by a nationally recognized firm of independent
accountants (together with legal counsel of its choosing), selected by the
Company after consultation with the Executive (which may be the Company's
independent auditors), whose determination shall be conclusive and binding on
all parties. The fees and expenses of such accountants and counsel shall be
borne by the Company. If the Accounting Firm determines that no Excise Tax is
payable by the Executive, it shall furnish the Executive with an opinion that
the Executive has substantial authority not to report any Excise Tax on his
Federal income tax return. In the event the Internal Revenue Service assesses
the Executive an amount of Excise Tax in excess of that determined in accordance
with the foregoing, the Company shall pay to the Executive an additional
Gross-Up Payment, calculated as described above in respect of such excess Excise
Tax, including a Gross-Up Payment in respect of any interest or penalties
imposed by the Internal Revenue Service with respect to such excess Excise Tax.


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            9. Confidentiality and Competitive Activity.

            (a) The Executive acknowledges that he has acquired and will
continue to acquire during the Retention Period confidential information
regarding the business of the Company and its respective affiliates.
Accordingly, the Executive agrees that, without the written consent of the
Board, he will not, at any time, disclose to any unauthorized person or
otherwise use any such confidential information. For this purpose, confidential
information means non-public information concerning the financial data, business
strategies, product development (and proprietary product data), customer lists,
marketing plans, and other proprietary information concerning the Company and
its respective affiliates, except for specific items which have become publicly
available other than as a result of the Executive's breach of this agreement.

            (b) During the time that the Executive is employed by the Company
under this Agreement and then for one year after the date of termination of the
employment of the Executive for any reason (except two years in the case of a
termination by the Company without Cause or by the Executive for Good Reason),
the Executive will not, without the written consent of the Board, directly or
indirectly, (A) knowingly engage or be interested in (as owner, partner,
stockholder, employee, director, officer, agent, consultant or otherwise), with
or without compensation, any business anywhere in the world which is in
competition with any line of business actively being conducted on the Date of
Termination by the Company, (B) whether or not the Executive's termination of
employment occurred without Cause or for Good Reason, hire any person who was
employed by the Company or any of its subsidiaries or affiliates (other than
persons employed in a clerical or other non-professional position) within the
six-month period preceding the date of such hiring, or solicit, entice, persuade
or induce any person or entity doing business with the Company and its
respective affiliates, to terminate such relationship or to refrain from
extending or renewing the same, and (C) disparage or publicly criticize Parent,
Acquiror, the Company or any of their affiliates. Nothing herein, however, will
prohibit the Executive from acquiring or holding not more than one percent of
any class of publicly traded securities of any such business; provided that such
securities entitle the Executive to not more than one percent of the total
outstanding votes entitled to be cast by securityholders of such business in
matters on which such securityholders are entitled to vote.

            (c) The Executive hereby acknowledges that the provisions of this
Section 9 are reasonable and necessary for the protection of the Company and its
respective affiliates. In addition, he further acknowledges that the Company and
its respective affiliates will be irrevocably damaged if such covenants are not
specifically enforced. Accordingly, the Executive agrees that, in addition to
any other relief to which the Company may be entitled, the Company will be
entitled to seek and obtain injunctive relief (without the requirement of any
bond) from a court of competent jurisdiction for the purposes of restraining him
from an actual or threatened breach of such covenants. In addition, and without
limiting the Company's other remedies, in the event of any breach by the
Executive of such covenants, the Company will have no obligation to pay any of
the amounts that continue to remain payable to the Executive after the date of
such breach under Section 5 hereof.

            10. Successors.  (a) This Agreement is personal to the Executive and
without the prior written  consent of the Company shall not be assignable by the
Executive  otherwise than by will or the laws of descent and distribution.  This
Agreement shall inure to the benefit of and be


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enforceable by the Executive's legal representatives. This Agreement shall inure
to the  benefit  of and be  binding  upon the  Company  and its  successors  and
assigns.

            (b) Acquiror and the Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of Acquiror or the Company to
assume expressly and agree to perform this Agreement in the same manner and to
the same extent that Acquiror and the Company would be required to perform it if
no such succession had taken place. As used in this Agreement, "Acquiror" and
"Company" shall mean Acquiror and the Company as hereinbefore defined and any
successor to their respective business and/or assets as aforesaid which assumes
and agrees to perform this Agreement by operation of law, or otherwise.

            11. Miscellaneous. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without
reference to principles of conflict of laws. The parties hereto irrevocably
agree to submit to the jurisdiction and venue of the courts of the State of New
York, in the City of New York, in any action or proceeding brought with respect
to or in connection with this Agreement. The captions of this Agreement are not
part of the provisions hereof and shall have no force or effect. This Agreement
may not be amended or modified otherwise than by a written agreement executed by
the parties hereto or their respective successors and legal representatives. All
notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:


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            If to the Executive:

            At the most recent address on file for the Executive at the Company;

            If to Acquiror:

            1 Tyco Park
            Exeter, New Hampshire  03833

            Attention: General Counsel

            If to the Company:

            650 CIT Drive
            Livingston, New Jersey  07039

            Attention: General Counsel

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

            (b) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

            (c) The Company may withhold from any amounts payable under this
Agreement such Federal, state, or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

            (d) The Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Section 4 of this Agreement, shall not be deemed to be a waiver of
such provision or right or any other provision or right of this Agreement.

            (e) From and after the Effective Date this Agreement shall supersede
any other employment, severance or change of control agreement between the
parties (including, for this purpose, between the Executive and the Company) or
severance or change of control plan, program or policy of the Company covering
the Executive with respect to the subject matter hereof, including, without
limitation, the Employment Agreement between the Executive and the Company dated
as of August 4, 1999 (the "Prior Agreement"), except as expressly provided


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herein. The Executive acknowledges and agrees that the benefits provided to him
pursuant to this Agreement are made to the Executive in lieu of and in
substitution for his receipt of any payments or benefits under any severance or
change of control plan, program or policy of the Company or under common law.


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            IN WITNESS WHEREOF, the Executive has hereunto set the Executive's
hand and, pursuant to the authorization from their respective Boards of
Directors, Acquiror and the Company have caused these presents to be executed in
its name on its behalf, all as of the day and year first above written.


                                                 /s/ David D. McKerroll
                                                 ----------------------------
                                                     David D. McKerroll

                                                 TYCO ACQUISITION CORP. XIX (NV)

                                                 By /s/ Patricia Prue
                                                    -------------------------
                                                        Patricia Prue

                                                 THE CIT GROUP, INC.

                                                 By /s/ Albert R. Gamper, Jr.
                                                       ----------------------
                                                        Albert R. Gamper, Jr.


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