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                                                                    EXHIBIT 10.8

TyCom Deferred Compensation Plan
Master Plan Document
================================================================================





                                                     Dated as of _________, 2000
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                            TABLE OF CONTENTS

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                                   ARTICLE 1
                                  Definitions

                                   ARTICLE 2
                       Selection, Enrollment, Eligibility

Section 2.01.  Selection by Committee........................................  7
Section 2.02.  Enrollment Requirements.......................................  7
Section 2.03.  Eligibility; Commencement of Participation....................  7

                                   ARTICLE 3
                     Deferral Commitments/measurement Funds

Section 3.01.  Minimum Deferral.............................................   8
Section 3.02.  Maximum Deferral.............................................   8
Section 3.03.  Election to Defer; Effect of Election Form...................   8
Section 3.04.  Withholding of Deferral Amounts..............................   9
Section 3.05.  Crediting/Debiting of Account Balances.......................   9
Section 3.06.  FICA Taxes...................................................  11
Section 3.07.  Annual Matching Amounts......................................  12

                                   ARTICLE 4
  Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election

Section 4.01.  Short-term Payout............................................  12
Section 4.02.  Other Benefits Take Precedence Over Short-Term...............  13
Section 4.03.  Withdrawal Payout/Suspensions for Unforeseeable
                Financial Emergencies.......................................  13
Section 4.04.  Withdrawal Election..........................................  13

                                   ARTICLE 5
                               Retirement Benefit

Section 5.01.  Retirement Benefit...........................................  14
Section 5.02.  Payment of Retirement Benefits...............................  14
Section 5.03.  Death Prior to Completion of Retirement Benefits.............  14
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                                   ARTICLE 6
                        Pre-retirement Survivor Benefit

Section 6.01.  Pre-Retirement Survivor Benefit..............................  14
Section 6.02.  Payment of Pre-Retirement Survivor Benefits..................  14

                                   ARTICLE 7
                              Termination Benefit

Section 7.01.  Termination Benefits.........................................  15
Section 7.02.  Payment of Termination Benefit...............................  15

                                   ARTICLE 8
                         Disability Waiver and Benefit

Section 8.01.  Disability Waiver............................................  15
Section 8.02.  Disability Benefit...........................................  16

                                   ARTICLE 9
                            Beneficiary Designation

Section 9.01.  Beneficiary..................................................  16
Section 9.02.  Beneficiary Designation; Change..............................  16
Section 9.03.  Acknowledgment...............................................  17
Section 9.04.  No Beneficiary Designation...................................  17
Section 9.05.  Doubt as to Beneficiary......................................  17
Section 9.06.  Discharge of Obligations.....................................  17

                                   ARTICLE 10
                                Leave of Absence

Section 10.01.  Paid Leave of Absence.......................................  17
Section 10.02.  Unpaid Leave of Absence.....................................  17

                                   ARTICLE 11
        Termination of Plan/Change in Control, Amendment or Modification

Section 11.01.  Termination of Plan/Change in Control.......................  18
Section 11.02.  Amendment...................................................  18
Section 11.03.  Effect of Payment...........................................  18

                                       ii
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                                   ARTICLE 12
                                 Administration

Section 12.01.  Committee Duties............................................  19
Section 12.02.  Agents......................................................  19
Section 12.03.  Binding Effect of Decisions.................................  19
Section 12.04.  Indemnity of Committee......................................  19
Section 12.05.  Employer Information........................................  19

                                   ARTICLE 13
                         Other Benefits and Agreements

Section 13.01.  Coordination with Other Benefits............................  19

                                   ARTICLE 14
                               Claims Procedures

Section 14.01.  Presentation of Claim.......................................  20
Section 14.02.  Notification of Decision....................................  20
Section 14.03.  Review of a Denied Claim....................................  20
Section 14.04.  Decision on Review..........................................  21
Section 14.05.  Legal Action................................................  21

                                   ARTICLE 15
                                     Trust

Section 15.01.  Establishment of Trust......................................  21
Section 15.02.  Interrelationship of the Plan and the Trust.................  21

                                   ARTICLE 16
                                 Miscellaneous

Section 16.01.  Unsecured General Creditor..................................  22
Section 16.02.  Employer's Liability........................................  22
Section 16.03.  Nonassignability............................................  22
Section 16.04.  Not a Contract of Employment................................  22
Section 16.05.  Furnishing Information......................................  22
Section 16.06.  Terms.......................................................  23
Section 16.07.  Captions....................................................  23
Section 16.08.  Governing Law...............................................  23
Section 16.09.  Notice......................................................  23
Section 16.10.  Successors..................................................  23

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Section 16.11.  Distribution in the Event of Taxation.......................  23
Section 16.12.  Validity....................................................  24
Section 16.13.  Incompetent.................................................  24
Section 16.14.  Court Order.................................................  24

                                       iv
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                       TYCOM DEFERRED COMPENSATION PLAN

                             Effective _____, 2000


                                    Purpose
                                    -------

The purpose of this Plan is to provide specified benefits to a select group of
management and highly compensated employees who are subject to taxation in the
United States and who contribute materially to the continued growth, development
and future business success of TyCom Ltd., a Bermuda corporation, and its
subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for
tax purposes and for purposes of Title I of ERISA.

                                   ARTICLE 1


                                  Definitions

  For purposes hereof, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated meanings:

1.01  "Account Balance" shall mean (i) the sum of the Deferral Amount, the
      Matching Amount, and amounts credited or debited in accordance with all
      the applicable crediting and debiting provisions of the Plan, less (ii)
      all distributions. This Account shall be a bookkeeping entry only and
      shall be utilized solely as a device for the measurement and determination
      of the amounts to be paid to a Participant pursuant to this Plan.

1.02  "Annual Deferral Amount" shall mean that portion of a Participant's Base
      Annual Salary, Commissions and Bonus that a Participant elects to have and
      is actually deferred, in accordance with Article 3, for any one Plan Year.
      In the event of Retirement, Disability, death or a Termination of
      Employment prior to the end of a Plan Year, such year's Annual Deferral
      Amount shall be the actual amount withheld prior to such event.

1.03  "Annual Installment Method" shall mean an annual installment payment over
      the number of years selected by the Participant in accordance with this
      Plan, calculated as follows: The Account Balance of the Participant shall
      be calculated as of the close of business on the last business day of the
      calendar year. The annual installment shall be calculated by multiplying
      this balance by a fraction, the numerator of which is one, and the
      denominator of which is the remaining number of annual payments due the
      Participant. By way of example, if the Participant elects a 10 year Annual
      Installment Method, the first payment shall be 1/10 of the Account
      Balance, calculated as described in this definition. The following year,
      the payment shall be 1/9 of the Account Balance, calculated as described
      in this definition. Investment results shall not be added to the
<PAGE>

      amount of each annual installment provided the installment is paid within
      60 days of the applicable January 1.

1.04  "Annual Matching Amount" shall mean, with respect to a Participant for any
      one Plan Year, any amount credited by the Company to a Participant's
      Matching Amount in accordance with Section 3.07 below.

1.05  "Base Annual Salary" shall mean the annual compensation, excluding
      bonuses, commissions, overtime, incentive payments, non-monetary awards,
      directors fees and other fees, relocation expenses, auto allowances and
      imputed income from group term life insurance, paid to or on behalf of a
      Participant for employment services rendered to any Employer, before
      reduction for compensation deferred pursuant to all qualified, non-
      qualified and Code Section 125 plans of any Employer.

1.06  "Beneficiary" shall mean one or more persons, trusts, estates or other
      entities, designated in accordance with Article 9, that are entitled to
      receive benefits under this Plan upon the death of a Participant.

1.07  "Bonus" shall mean any cash compensation, in addition to Base Annual
      Salary and Commissions, paid annually to a Participant as an employee
      under any Employer's bonus and incentive plans, excluding all stock
      incentive plans and one-time special bonuses.

1.08  "Beneficiary Designation Form" shall mean the form established from time
      to time by the Committee to designate one or more Beneficiaries.

1.09  "Board" shall mean the board of directors of TyCom.

1.10  A "Change of Control" shall mean the occurrence of any of the following
      events:

            (i)  any "person" or "group" (as defined under Sections 13(d) and
      14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")) is or
      becomes the direct or indirect "beneficial owner" (as defined in Rules
      13d-3 and 13d-5 under the Exchange Act), of securities representing 50% or
      more of the combined voting power of TyCom's then outstanding voting
      securities other than in connection with a merger, amalgamation, scheme of
      arrangement or other combination pursuant to which the shareholders of
      TyCom immediately prior to such event beneficially own 50% or more of the
      voting rights exercisable generally of any such person which is an entity;

            (ii)  such time as the Continuing Directors (as defined below) cease
      for any reason, other than death, incapacity or retirement of a Director,
      to constitute a majority of the Board (or, if applicable, the Board of
      Directors of a successor corporation to TyCom), where the term "Continuing
      Director" means at any date a member of the Board who (A) was a member of
      the Board on the date of the initial public offering of the common shares
      of TyCom or (B) was nominated or elected subsequent to such date by at
      least a majority of the Directors who were Continuing Directors at the
      time of such nomination

                                       2
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      or election or whose election to the Board was recommended or endorsed by
      at least a majority of the Directors who were Continuing Directors at the
      time of such nomination or election; provided, however, that there shall
      be excluded from clause (B) any individual whose election to the Board
      occurred at or as a result of a special general meeting of TyCom
      requisitioned pursuant to Section 74 of the Companies Act of 1981 of
      Bermuda or otherwise as a result of action taken by or on behalf of a
      person other than the Board;

            (iii)   any "person" or "group" (other than an employee benefit plan
      or plans maintained by TyCom or its Affiliate) comes to possess, directly
      or indirectly, the legal right to direct the management and policies of
      TyCom, whether through the ownership of securities, by contract or
      otherwise (other than solely by virtue of membership on the Board or any
      committee thereof); or

            (iv)  a merger, amalgamation, scheme of arrangement or other
      combination of TyCom with or into another person or any analogous or
      similar transaction or event occurs as a result of which the voting rights
      exercisable at general meetings of TyCom in respect of the shares of TyCom
      in issue immediately prior to the relevant event no longer represent a
      majority of all the voting rights normally exercisable at general meetings
      of TyCom (or, if TyCom is acquired by another entity in connection with
      such event, of such entity) in respect of the shares of TyCom (or, if
      TyCom is acquired by another entity in connection with such event, of the
      securities of such entity) in issue immediately after such event;

      provided, however, that the initial public offering of the common shares
      of TyCom and any subsequent offering or series of offerings of the common
      shares of TyCom on an established securities market or exchange or any
      distribution of common shares by the Parent, whether by dividend, spinoff
      or otherwise, shall not be considered a "Change of Control."

1.11  "Claimant" shall have the meaning set forth in Section 14.01.

1.12  "Code" shall mean the Internal Revenue Code of 1986, as amended.

1.13  "Commissions" shall mean the commissions paid to a Participant for
      employment services rendered to any Employer before reduction for
      commissions deferred pursuant to all qualified, non-qualified and Code
      Section 125 plans of any Employer.

1.14  "Committee" shall mean the Tyco Retirement Committee until such time as
      the TyCom Retirement Committee is established, in which case it shall mean
      the TyCom Retirement Committee.

1.15  "Company" shall mean TyCom (US) Inc., a Delaware corporation, and any
      other entities with employees paid on a U.S. payroll and that are commonly
      controlled directly or indirectly by TyCom.

                                       3
<PAGE>

1.16  "Company 401(k) Savings Plan" shall mean Tyco's 401(k) Savings Plan until
      such time as TyCom establishes its own 401(k) savings plan, in which case
      it shall mean TyCom's 401(k) Savings Plan.

1.17  "Deferral Amount" shall mean the sum of all of a Participant's Annual
      Deferral Amounts.

1.18  "Director" shall mean a member of the Board.

1.19  "Disability" shall mean a period of disability during which a Participant
      qualifies for benefits under the Participant's Employer's short or long-
      term disability plan or, if a Participant does not participate in such a
      plan, a period of disability during which the Participant would have
      qualified for benefits under such a plan had the Participant been a
      participant in such a plan, as determined in the sole discretion of the
      Committee. If the Participant's Employer does not sponsor such a plan at
      the time that a determination of a Disability is to be made, a Disability
      shall be determined by the Committee in its sole discretion.

1.20  "Disability Benefit" shall mean the benefit set forth in Article 8.

1.21  "Effective Date" shall mean the date of the initial public offering of
      shares of TyCom.

1.22  "Election Form" shall mean the form established from time to time by the
      Committee to make an election under the Plan.

1.23  "Employer" shall mean the Company and/or any of its subsidiaries or
      divisions of TyCom that have been selected by the Board or Committee to
      participate in the Plan.

1.24  "Enhanced Moody's Rate" shall mean an interest rate determined and
      announced by the Committee before the Plan Year for which it is to be used
      that is equal to the sum of (a) an interest rate that (i) is published in
      Moody's Bond Record under the heading of "Moody's Corporate Bond Yield
      Averages - Av. Corp," and (ii) is equal to the average corporate bond
      yield most recently published as of the Fiscal Year preceding the year for
      which the rate is to be used, and (b) an interest rate, if any, determined
      by the Committee, in its sole discretion, which rate shall be determined
      and announced before the commencement of the Plan Year for which the rate
      applies, and which may be zero for any Plan Year.

1.25  "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
      may be amended from time to time.

1.26  "Former Tyco DCP Participant" shall mean a person described in the last
      sentence of Section 2.03 who automatically becomes a Participant on the
      Effective Date.

1.27  "Grandfathered Participant" shall have that meaning as set forth in
      Section 3.05(f)(ii).

                                       4
<PAGE>

1.28  "Matching Amount" shall mean the sum of all of a Participant's Annual
      Matching Amounts.

1.29  "Participant" shall mean any employee (i) who is selected to participate
      in the Plan, (ii) who elects to participate in the Plan, (iii) whose
      signed Plan Agreement, Election Form and Beneficiary Designation Form are
      accepted by the Committee, (iv) who commences participation in the Plan on
      his or her Plan Entry Date, and (v) whose Plan Agreement has not
      terminated.

1.30  "Plan" shall mean the TyCom Deferred Compensation Plan, which shall be
      evidenced by this instrument and by each Plan Agreement, as amended from
      time to time.

1.31  "Plan Agreement" shall mean a written agreement, as may be amended from
      time to time, which is entered into by and between an Employer or, prior
      to the Effective Date, Tyco, and a Participant. Each Plan Agreement
      executed by a Participant shall provide for the entire benefit to which
      such Participant is entitled to under the Plan, and the Plan Agreement
      bearing the latest date of acceptance by the Committee shall govern such
      entitlement.

1.32  "Plan Entry Date" shall generally mean one of two dates in any Plan Year
      on which an employee selected by the Committee to participate in the Plan
      is eligible to commence participation in the Plan in accordance with
      Article 2. The two entry dates are January 1 and July 1. The Committee may
      select other one-time Plan Entry Dates solely for the purpose of enrolling
      employees of entities acquired by or merged into TyCom.

1.33  "Plan Year" shall, for the first Plan Year, begin on the Effective Date,
      and end on December 31, 2000. For each Plan Year thereafter, the Plan Year
      shall begin on January 1 of each year and continue through December 31.

1.34  "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
      Article 6.

1.35  "Retirement", "Retires" or "Retired" shall mean severance from employment
      from all Employers for any reason other than a leave of absence or death
      on or after the earlier of the attainment of (a) age 65 or (b) age 55 with
      10 Years of Service.

1.36  "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.37  "Short-Term Payout" shall mean the payout set forth in Section 4.01.

1.38  "Termination Benefit" shall mean the benefit set forth in Article 7.

1.39  "Termination of Employment" shall mean the ceasing of employment with all
      Employers, voluntarily or involuntarily, for any reason other than
      Retirement, Disability, death or an authorized leave of absence.

1.40  "Tyco" shall mean Tyco International Ltd., a company incorporated in
      Bermuda.

                                       5
<PAGE>

1.41  "TyCom" shall mean TyCom Ltd., a Bermuda corporation.

1.42  "Tyco DCP" shall mean the Tyco Deferred Compensation Plan.

1.43  "Trust" shall mean the trust, if any, established pursuant to a master
      trust agreement between the Company and a trustee named therein.

1.44  "Unforeseeable Financial Emergency" shall mean an unanticipated emergency
      that is caused by an event beyond the control of the Participant that
      would result in severe financial hardship to the Participant resulting
      from (i) a sudden and unexpected illness or accident of the Participant or
      a dependent of the Participant, (ii) a loss of the Participant's property
      due to casualty, or (iii) such other extraordinary and unforeseeable
      circumstances arising as a result of events beyond the control of the
      Participant, all as determined in the sole discretion of the Committee.

1.45  "Years of Service" shall mean the total number of years in which a
      Participant has been employed by an Employer, including, if applicable,
      years of service a Participant has been employed with TyCom, Tyco or any
      or their affiliates. Except as otherwise provided in this Plan, for
      purposes of this definition only, a year of employment shall be a 365 day
      period (or 366 day period in the case of a leap year) that, for the first
      year of employment, commences on the Employee's date of hiring and that,
      for any subsequent year, commences on an anniversary of that hiring date.

                                   ARTICLE 2


                       Selection, Enrollment, Eligibility

     Section 2.01.  Selection by Committee.  Participation in the Plan shall be
limited to a select group of management and highly compensated employees of the
Employers. From that group, the Committee shall select, in its sole discretion,
employees to participate in the Plan provided, however, that a person who after
the Effective Date is eligible to participate in the Tyco DCP shall not be
eligible to participate in this Plan.

     Section 2.02.  Enrollment Requirements.  As a condition to participation,
each selected Employee shall complete, execute and return to the Committee prior
to his or her proposed Plan Entry Date, a Plan Agreement, an Election Form and a
Beneficiary Designation Form. In  addition, the Committee shall establish from
time to time that such other enrollment requirements as it determines in its
sole discretion are necessary.

     Section 2.03.  Eligibility; Commencement of Participation.  Provided an
employee selected to participate in the Plan has met all enrollment requirements
set forth in this Plan and required by the Committee, that employee shall
commence participation in the Plan on the Plan Entry Date that immediately
follows his or her selection to participate in the Plan. If a selected employee
fails to meet all such requirements prior to that Plan Entry Date, that employee
shall

                                       6
<PAGE>

not be eligible to participate in the Plan until the Plan Entry Date that
follows his or her completion of those requirements. Notwithstanding the
foregoing, all employees of the Employer who are participants in the Tyco DCP
but who are no longer eligible to actively participate in the Tyco DCP as of the
Effective Date shall automatically be Participants in the Plan as of the
Effective Date and the account balance under the Tyco DCP for each such
Participant shall automatically be credited to the Deferral Account of such
Participant. Tyco employees who are on a split payroll with the Company shall
not be eligible to participate in the Plan.

                                   ARTICLE 3


                     Deferral Commitments/measurement Funds

     Section 3.01.  Minimum Deferral.

       (a)  Base Annual Salary, Commissions and/or Bonus.  For each full Plan
Year, a Participant may elect to defer Base Annual Salary, Commissions and/or
Bonus, provided that the combined total is at least $2,000 for such Plan Year.
If no deferral election is made, the amount deferred shall be zero.

       (b)  Short Plan Year/Mid-Year Entry Date.  Except for a Former Tyco DCP
Participant, if a Participant first becomes a Participant after the first day of
a Plan Year, or in the case of the first Plan Year of the Plan itself, the
minimum deferral shall be an amount equal to the minimum set forth above,
multiplied by a fraction, the numerator of which is the number of complete
months remaining in the Plan Year and the denominator of which is 12.

     Section 3.02.  Maximum Deferral.  A Participant may elect to defer a
maximum of 50% of his or her Base Annual Salary,  provided, however, that a
Participant with Base Annual Salary in excess of 200% of the  FICA wage base for
any Plan Year may defer more than 50% of his or her Base Annual  Salary, but
only to the extent the amount of his or her Base Annual Salary which is not
deferred is equal to or greater than the FICA wage base for such Plan Year. For
each  Plan Year, a Participant may elect to defer 100% of his or her Commissions
and Bonus.

     Section 3.03.  Election to Defer; Effect of Election Form.

       (a)  Deferral Elections for First Plan Year.  Except for a Former Tyco
DCP Participant, in connection with a Participant's commencement of
participation in the Plan, and prior to the Plan Entry Date, the Participant
shall make a deferral election as to Base Annual Salary, Commissions and/or
Bonus by delivering to the Committee a completed and signed Election Form; which
election form must be accepted by the Committee for a valid election to exist.
If a Participant is first eligible as of July 1 of a Plan Year, he or she shall
only be entitled to make an election with respect to a Base Annual Salary
deferral for the period from July 1 through December 31 of the Plan Year.
Otherwise and thereafter, he or she shall be entitled to make a deferral
election pursuant to Section 3.03(b).

                                       7
<PAGE>

       (b)  Additional Deferral Elections. For each succeeding Plan Year, a new
Election Form for the deferral of Base Annual Salary, Commissions and/or Bonus
must be delivered to the Committee in accordance with its rules and procedures
at least 30 days (or such shorter period permitted by the Committee) before the
end of the Plan Year preceding the Plan Year for which the election is
effective. The election referred to in this Section 3.03(b) shall be for a Base
Annual Salary deferral for the Plan Year, and for Commissions and/or Bonus
deferrals that are payable in the Plan Year for the fiscal year that ends
September 30 of the Plan Year.

     Section 3.04.  Withholding of Deferral Amounts.  For each Plan Year, the
Base Annual Salary portion  of the Annual Deferral Amount shall be withheld each
payroll period in equal amounts  from the Participant's Base Annual Salary. The
Commissions or Bonus portion of the Annual Deferral Amount shall be withheld at
the time the Commissions or Bonus is or otherwise would be paid to the
Participant.

     Section 3.05.  Crediting/Debiting of Account Balances.  In accordance with,
and subject to, the rules  and procedures that are established from time to time
by the Committee, in its sole  discretion, amounts shall be credited or debited
to a Participant's Account Balance in accordance with the following rules:

       (a)  Election of Measurement Funds.  A Participant, in connection with
his or her initial deferral election in accordance with Section 3.03(a) above,
shall elect, on the Election Form, one or more Measurement Funds (as described
in Section 3.05(c) below) to be used to determine the additional amounts to be
credited/debited to his or her Account Balance for the first calendar month or
portion thereof in which the Participant commences participation in the Plan and
continuing thereafter for each calendar month in which the Participant
participates in the Plan, unless changed in accordance with the next sentence.
Commencing with the first month that follows the Participant's commencement of
participation in the Plan and continuing thereafter for each subsequent calendar
month in which the Participant participates in the Plan, no later than the next
to last business day of each month, the Participant may (but is not required to)
elect, by submitting an Election Form to the Committee or its designee, to add
or delete one or more Measurement Funds to be used to determine the additional
amounts to be credited to his or her Account Balance, or to change the portion
of his or her Account Balance allocated to each previously or newly elected
Measurement Funds. If an election is made in accordance with the previous
sentence, it shall apply as of the first business day of the next calendar month
and continue thereafter for each subsequent calendar month in which the
Participant participates in the Plan, unless changed in accordance with the
previous sentence. The Committee may restrict the transfer into or out of
Measurement Funds to a period no less frequently than annually if necessitated
by the type of such Measurement Fund.

       (b)  Proportionate Allocation.  In making any election described in
Section 3.05(a) above, the Participant shall specify on the Election Form, in
increments of 1%, the percentage of his or her Account Balance to be allocated
to a Measurement Fund (as if the Participant were

                                       8
<PAGE>

making an investment in that Measurement Funds with that portion of his or her
Account Balance).

       (c)  Measurement Funds.  The Participant may elect one or more of the
Measurement Funds (the "Measurement Funds") identified in Appendix A, attached
hereto and made a part hereof, for the purpose of crediting/debiting additional
amounts to his or her Account Balance. As necessary, the Committee may, in its
sole discretion, discontinue, substitute or add a Measurement Fund, and such
substitution will automatically be made, if any changes are made to the
corresponding Investment Fund in the Company's 401(k) Savings Plan. Each such
addition/substitution will take effect as of the same time the Fund is changed
in the 401(k) Savings Plan. The Committee shall provide Participants timely
notice of such change.

       (d)  Crediting or Debiting Method.  The performance of each elected
Measurement Funds (either positive or negative) will be determined by the
Committee, in its reasonable discretion, based on the performance of the
Measurement Funds themselves. A Participant's Account Balance shall be credited
or debited on a daily basis based on the performance of each Measurement Funds
selected by the Participant as though (i) a Participant's Account Balance were
invested in the Measurement Funds selected by the Participant, in the
percentages applicable to such calendar month, as of the close of business on
the first business day of such calendar month, at the closing price on such
date; (ii) the portion of the Annual Deferral Amount that was actually deferred
during any calendar month were invested in the Measurement Funds selected by the
Participant, in the percentages applicable to such calendar month, no later than
the close of business on the first business day after the day on which such
amounts are actually deferred from the Participant's Base Annual Salary,
Commissions or Bonus through reductions in his or her payroll, at the closing
price on such date; and (iii) any distribution made to a Participant that
decreases such Participant's Account Balance ceased being invested in the
Measurement Funds, in the percentages applicable to such calendar month, no
earlier than one business day prior to the distribution, at the closing price on
such date. The Participant's Annual Matching Amount shall be credited to his or
her Matching Amount for purposes of this Section 3.05(d) as of the close of
business on the first business day after the day in which such amounts are
actually credited to the Participant's Matching Account.

       (e)  No Actual Investment.  Notwithstanding any other provision of this
Plan that may be interpreted to the contrary, the Measurement Funds are to be
used for measurement purposes only, and a Participant's election of any such
Measurement Funds, the allocation to his or her Account Balance thereto, the
calculation of additional amounts and the crediting or debiting of such amounts
to a Participant's Account Balance shall not be considered or construed in any
manner as an actual investment of his or her Account Balance in any such
Measurement Funds. In the event that the Company or the Trustee (as that term is
defined in the Trust), in its own discretion, decides to invest funds in any or
all of the Measurement Funds, no Participant shall have any rights in or to such
investments themselves. Without limiting the foregoing, a Participant's Account
Balance shall at all times be a bookkeeping entry only and shall not represent
any investment made on his or her behalf by the Company or the Trust; the
Participant shall at all times remain an unsecured creditor of the Company.

                                       9
<PAGE>

       (f)   Special Rules.

            (i)  Allocation of Measurement Funds for Participants Receiving
     Installment Payments. A Participant who receives installment distributions
     under this Plan may add or delete one or more Measurement Funds to be used
     to determine the additional amounts to be credited to his or her Account
     Balance, or to change the portion of his or her Account Balance allocated
     to each previously or newly elected Measurement Funds, through December 31
     of the calendar year prior to the calendar year in which full distribution
     of his or her Account Balance occurs. Such allocation shall be made in
     accordance with Section 3.05 (a) and (b).  The above notwithstanding,
     Grandfathered Participants (as defined below) already in installment
     payment status as of the Effective Date whose payments were calculated
     using the pre-determined interest rate method may not allocate among the
     Measurement Funds.

            (ii)  Grandfathered Participants.  Notwithstanding anything in this
     Section 3.05 to the contrary, only a Participant who was a Participant in
     the Tyco DCP as of January 1, 1999 (a "Grandfathered Participant") may
     allocate any portion of his or her Account Balance to the Enhanced Moody's
     Rate.  No amount may be reallocated to or from the Enhanced Moody's Rate
     other than as of January 1 of a calendar year.

            (iii)   Enhanced Moody's Rate. Notwithstanding anything in this
     Section 3.05 to the contrary, that amount of a Participant's Account
     Balance which is allocated to the Enhanced Moody's Rate shall be credited
     as though such amount were invested in the Moody's Rate as of the close of
     business on the January 1 of such calendar year.

     Section 3.06.  FICA Taxes.  For each Plan Year in which an Annual Deferral
Amount is being withheld or an Annual Matching Amount is being credited, the
Participant's Employer(s) shall ratably withhold from that portion of the
Participant's Base Annual Salary or Commissions, as the case may be, that is not
being deferred, the Participant's share of FICA and other employment taxes
attributable to such Annual Deferral Amount or Annual Matching Amount. If
necessary, the Committee shall reduce the Annual Deferral Amount in order to
comply with this Section 3.06.

     Section 3.07.  Annual Matching Amounts.  For each Plan Year, the Committee
shall determine and credit the Annual Matching Amount, if any, that is to be
credited to a Participant's Account for such Plan Year.  The Annual Matching
Amount shall be determined in the following manner: First, for purposes of this
Section 3.07, only a Participant whose Annual Deferral Amount has been withheld
from his total compensation (the sum of Base Salary, Commissions and Bonus) that
is not in excess of the Code Section 401(a)(17) limitation ("Eligible Deferral")
shall be entitled to receive an Annual Matching Amount.  Second, such Annual
Matching Amount shall be five percent (5%) of the Participant's Eligible
Deferral; provided, however, that if the Participant has at least ten (10) years
of service with the Employer, the Annual Matching Amount shall be increased as
follows:

                                       10
<PAGE>

          Years of Service                Annual Matching Amount
          ----------------                ----------------------
               10-19                      6% of Eligible Deferral
               20-24                      7% of Eligible Deferral
               25-29                      8% of Eligible Deferral
               30 or more                 9% of Eligible Deferral

                                   ARTICLE 4


            Short-Term Payout; Unforeseeable Financial Emergencies;

                              Withdrawal Election

     Section 4.01.  Short-term Payout.  In connection with each election to
defer an Annual Deferral Amount, a Participant may elect to receive a future
"Short-Term Payout" from the Plan with respect to that Annual Deferral Amount.
The Short-Term Payout shall be a lump sum payment in an amount that is equal to
the Annual Deferral Amount plus amounts credited or debited in the manner
provided in Section 3.05 above. Subject to the other terms and conditions of
this Plan, each Short-Term Payout elected shall be paid within 60 days (or as
soon as administratively possible) of the later of (i) the first day of the Plan
Year that is five (5) years after the first day of the Plan Year to which the
applicable Annual Deferral Amount election relates, or (ii) the first day of any
Plan Year thereafter elected by the Participant on the Election Form electing
the Annual Deferral Amount. Notwithstanding the preceding sentence or any other
provision of this Plan that may be construed to the contrary, a Participant who
is an active employee may, with respect to each Short-Term Payout, in a form
determined by the Committee, make no more than one additional deferral election
(a "Second Election") to defer payment of such Short-Term Payout to a Plan Year
subsequent to the Plan Year originally elected; provided, however, any such
Second Election will be null and void unless accepted by the Committee no later
than six (6) months prior to the first day of the Plan Year originally elected
by the Participant for payment of such Short-Term Payout.

     Section 4.02.  Other Benefits Take Precedence Over Short-Term.  Should an
event occur that triggers a benefit under Article 5, 6, 7 or 8, any Annual
Deferral Amount, plus amounts credited or debited thereon, that is subject to a
Short-Term Payout election under Section 4.01 shall not be paid in accordance
with Section 4.01 but shall be paid in accordance with the other applicable
Article.

     Section 4.03.  Withdrawal Payout/Suspensions for Unforeseeable Financial
Emergencies.  If the Participant experiences an Unforeseeable Financial
Emergency, the Participant may petition the Committee to (i) suspend any
deferrals required to be made by a Participant and/or (ii) receive a partial or
full payout from the Plan. The Committee shall determine if the event meets the
criteria to be an Unforeseeable Financial Emergency. If approved, the payout
shall not exceed the lesser of the Participant's Account Balance, or the amount
reasonably needed to satisfy the Unforeseeable Financial Emergency. If, subject
to the sole discretion of the Committee, the petition for a suspension and/or
payout is approved, suspension shall take effect upon the date of approval and
any payout shall be made within 60

                                       11
<PAGE>

days of the date of approval. The Participant will be eligible to again
participate in the Plan effective the Plan Year following the Unforeseeable
Financial Emergency.

     Section 4.04.  Withdrawal Election.  A Participant may elect, at any time,
to withdraw all of his or her Account Balance less a 10% withdrawal penalty (the
net amount shall be referred to as the "Withdrawal Amount"). No partial
withdrawals of that balance shall be allowed.  The Participant shall make this
election by giving the Committee advance written notice of the election in a
form determined from time to time by the Committee. The penalty shall be equal
to 10% of the Participant's Account Balance determined immediately prior to the
withdrawal. The Participant shall be paid the Withdrawal Amount within 60 days
of his or her election. Once the Withdrawal Amount is paid, the Participant's
participation in the Plan shall terminate and the Participant shall not be
eligible to participate in the Plan in the future.

                                   ARTICLE 5


                               Retirement Benefit

     Section 5.01.  Retirement Benefit.  A Participant who Retires shall
receive, as a Retirement Benefit, his or her Account Balance.

     Section 5.02.  Payment of Retirement Benefits.  A Participant, in
connection with his or her commencement of participation in the Plan, shall
elect on an Election Form to receive the Retirement Benefit in a lump sum or
pursuant to an Annual Installment Method of 5, 10 or 15 years. The Participant
may change his or her election to an allowable alternative payout period by
submitting a new Election Form to the Committee, provided that any such Election
Form is submitted at least one year prior to the Participant's Retirement. The
Election Form most recently accepted by the Committee shall govern the payout of
the Retirement Benefit. If a Participant does not make any election with respect
to the payment of the Retirement Benefit, then such benefit shall be payable in
a lump sum.  The lump sum payment shall be made, or installment payments shall
commence, as of January 1 of the calendar year which is immediately subsequent
to the Plan Year during which the Participant Retires.  Actual distribution will
be made within sixty days of January 1, or as soon as administratively possible
thereafter.  If such payments are made within this sixty day period, no interest
will be payable on such payments.  If payments are distributed after the
sixtieth day, a participant shall be entitled to interest thereon.

     Section 5.03.  Death Prior to Completion of Retirement Benefits.  If a
Participant dies after Retirement but before the Retirement Benefit is paid in
full, the Participant's unpaid Retirement Benefit payments shall continue and
shall be paid to the Participant's Beneficiary (i) over the remaining number of
years and in the same amounts as that benefit would have been paid to the
Participant had the Participant survived, or (ii) in a lump sum, if requested by
the Beneficiary and allowed in the sole discretion of the Committee, that is
equal to the Participant's unpaid remaining Account Balance, such lump sum
payment to be made as soon as administratively practicable following
verification of the death of a Participant.

                                       12
<PAGE>

                                   ARTICLE 6


                        Pre-retirement Survivor Benefit

     Section 6.01.  Pre-Retirement Survivor Benefit.  If a Participant dies
before he or she Retires or has otherwise received a distribution of his/her
Account Balance, the Participant's Beneficiary shall receive a Pre-Retirement
Survivor Benefit equal to the Participant's Account Balance.

     Section 6.02.  Payment of Pre-Retirement Survivor Benefits.  The Pre-
Retirement Survivor Benefit shall be paid in a lump sum. However, if the Pre-
Retirement Survivor Benefit exceeds $50,000, payment may be made, at the sole
discretion of the Committee, in Annual Installments not in excess of 5 years.
The lump sum payment shall be made as soon as administratively practicable after
the Committee receives proof of the Participant's death.  Installment payments
shall commence, as of January 1 of the calendar year following the Plan Year of
the Participant's death or, if later, as soon as administratively possible after
the Committee receives proof of the Participant's death.  Actual distribution
will be made within sixty days of January 1, or as soon as administratively
possible thereafter.  If such payments are made within this sixty day period, no
interest will be payable on such payments.  If payments are distributed after
the sixtieth day, a participant shall be entitled to interest thereon.

                                   ARTICLE 7


                              Termination Benefit

     Section 7.01.  Termination Benefits.  If a Participant experiences a
Termination of Employment prior to his or her Retirement, death or Disability,
the Participant shall receive a Termination Benefit which shall be equal to the
Participant's Account Balance.

     Section 7.02.  Payment of Termination Benefit.  The Termination Benefit
shall be paid in a lump sum. However, if his or her Account Balance is equal to
or greater than $50,000, the Participant may petition the Committee and the
Committee, in its sole discretion, may cause the Termination Benefit to be paid
pursuant to an Annual Installment Method not in excess of 5 years. The lump sum
payment shall be made, or installment payments shall commence, as of January 1
of the calendar year that is immediately subsequent to the Plan Year during
which the Participant experiences a Termination of Employment.  Actual
distribution will be made within 60 days of January 1, or as soon as
administratively possible thereafter.  If such payments are made within this
sixty day period, no interest will be payable on such payments.  If payments are
distributed after the sixtieth day, a participant shall be entitled to interest
thereon.

                                       13
<PAGE>

                                   ARTICLE 8


                         Disability Waiver and Benefit

     Section 8.01.  Disability Waiver.

       (a)  Eligibility. By participating in the Plan, all Participants are
eligible for this waiver.

       (b)  Waiver of Deferral; Credit for Plan Year of Disability. A
Participant who is receiving short or long-term disability benefits from his
Employer, or is otherwise determined by the Committee to be suffering from a
Disability may be excused from fulfilling that portion of the Annual Deferral
Amount commitment that would otherwise have been withheld from a Participant's
Base Annual Salary, Commissions and/or Bonus for the Plan Year during which the
Participant suffers a Disability.

       (c)  Return to Work. If a Participant returns to employment with an
Employer after a Disability ceases, the Participant may make deferrals for the
Plan Year he returns to work if a Deferral Election for that Plan Year had been
previously made in accordance with Section 3.03. The Participant may elect to
defer an Annual Deferral Amount following his or her return to employment and
for every Plan Year thereafter while a Participant in the Plan; provided such
deferral elections are otherwise allowed and an Election Form is delivered to
and accepted by the Committee for each such election in accordance with Section
3.03 above.

     Section 8.02.  Disability Benefit.  A Participant who is on Disability
leave, but not terminated from employment, shall be eligible for the benefits
provided for in Articles 4 or 6 in accordance with the provisions of those
Articles. Upon termination of employment due to Disability (in accordance with
the Employer's Disability policies), the Participant's Account Balance will be
distributed to him/her in accordance with the provisions of Articles 5 or 7, as
applicable.

                                   ARTICLE 9


                            Beneficiary Designation

     Section 9.01.  Beneficiary.  Each Participant shall have the right, at any
time, to designate his or her Beneficiary (both primary as well as contingent)
to receive any benefits payable under the Plan to a Beneficiary upon the death
of a Participant. The Beneficiary designated under this Plan may be the same as
or different from the Beneficiary designation under any other plan of an
Employer in which the Participant participates.

     Section 9.02.  Beneficiary Designation; Change.  A Participant shall
designate his or her Beneficiary by completing and signing the Beneficiary
Designation Form, and returning it to the Committee or its designated agent. A
Participant shall have the right to change a Beneficiary by completing, signing
and otherwise complying with the terms of the Beneficiary Designation

                                       14
<PAGE>

Form and the Committee's rules and procedures, as in effect from time to time.
Upon the acceptance by the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be cancelled. The Committee
shall be entitled to rely on the last Beneficiary Designation Form filed by the
Participant and accepted by the Committee prior to his or her death.

     Section 9.03.  Acknowledgment.  No designation or change in designation of
a Beneficiary shall be effective until received and accepted by the Committee or
its designated agent.

     Section 9.04.  No Beneficiary Designation.  If a Participant fails to
designate a Beneficiary as provided in Section 9.01, 9.02 and 9.03 above or if
all designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the Participant's spouse shall
be the designated Beneficiary.  If the Participant has no surviving spouse, the
benefits remaining under the Plan to be paid to a Beneficiary shall be payable
to the executor or personal representative of the Participant's estate.

     Section 9.05.  Doubt as to Beneficiary.  If the Committee has any doubt as
to the proper Beneficiary to receive payments pursuant to this Plan, the
Committee shall have the right, exercisable in its discretion, to cause the
Participant's Employer to withhold such payments until this matter is resolved
to the Committee's satisfaction.

     Section 9.06.  Discharge of Obligations.  The payment of benefits under the
Plan to a Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under this Plan with respect to the
Participant, and that Participant's Plan Agreement shall terminate upon such
full payment of benefits.

                                   ARTICLE 10


                                Leave of Absence

  Section 10.01.  Paid Leave of Absence.  If a Participant is authorized by the
Participant's Employer for any reason to take a paid leave of absence from the
employment of the Employer, the Participant shall continue to be considered
employed by the Employer and the Annual Deferral Amount shall continue to be
withheld during paid leave of absence in accordance with Section 3.03.

     Section 10.02.  Unpaid Leave of Absence.  If a Participant is authorized by
the Participant's Employer for any reason to take an unpaid leave of absence
from the employment of the Employer, the Participant shall continue to be
considered employed by the Employer and the Participant shall be excused from
making deferrals of Base Annual Salary, Commissions, Bonus until the earlier of
the date the leave of absence expires or the Participant returns to a paid
employment status.  Upon such expiration or return, deferrals of Base Annual
Salary, Commissions, Bonus shall resume for the remaining portion of the Plan
Year in which the

                                       15
<PAGE>

expiration or return occurs, based on the deferral elections, if any, made for
that Plan Year. If no election was made for that Plan Year, no deferrals shall
be withheld.

                                   ARTICLE 11


        Termination of Plan/Change of Control, Amendment or Modification

     Section 11.01.  Termination of Plan/Change of Control.  The Company,
through its Board or the Committee, reserves the right to terminate the Plan at
any time with respect to all Participants. Upon the termination of the Plan, all
Plan Agreements shall terminate and a Participant's Account Balance shall be
paid out in accordance with the benefits that the Participant would have
received if the Participant had experienced a Termination of Employment on the
date of Plan termination. Prior to a Change of Control, an Employer shall have
the right, at its sole discretion, and notwithstanding any elections made by the
Participant, to pay such benefits in a lump sum or pursuant to an Annual
Installment Method not to exceed 15 years, with amounts credited and debited
during the installment period as provided in Section 3.05(d). After a Change of
Control, the Employer shall be required to pay such benefits in a lump sum. The
termination of the Plan shall not adversely affect any Participant or
Beneficiary who has become entitled to the payment of any benefits under the
Plan as of the date of termination; provided, however, that the Employer shall
have the right to accelerate installment payments by paying the remaining
Account Balance in a lump sum or pursuant to a different payment schedule.

     Section 11.02.  Amendment.  The Company, at any time and through its Board
or the Committee, may amend or modify the Plan in whole or in part; provided,
however, that no amendment or modification shall be effective to decrease the
value of a Participant's Account Balance in existence at the time the amendment
or modification is made, calculated as if the Participant had experienced a
Termination of Employment as of the effective date of the amendment or
modification. The amendment or modification of the Plan shall not affect any
Participant or Beneficiary who has become entitled to the payment of benefits
under the Plan as of the date of the amendment or modification; provided
however, that the Company or the Committee, as the case may be, shall have the
right to accelerate installment payments by paying the remaining Account Balance
in a lump sum or pursuant to a different payment schedule.

     Section 11.03.  Effect of Payment.  The full payment of the Participant's
Account Balance under Articles 4, 5, 6, 7 and/or 8 of the Plan shall completely
discharge all obligations to a Participant under this Plan and the Participant's
Plan Agreement shall terminate.

                                   ARTICLE 12


                                 Administration

     Section 12.01.  Committee Duties.  This Plan shall be administered by the
Committee or other committee as established from time to time by the Board of
the Company. Members of the Committee may be Participants under this Plan. The
Committee shall also have the discretion

                                       16
<PAGE>

and authority to make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and decide or resolve any and
all questions including interpretations of this Plan, as may arise in connection
with the Plan.

     Section 12.02.  Agents.  In the administration of this Plan, the Committee
may, from time to time, employ agents and delegate to them such administrative
duties as it sees fit and may from time to time consult with counsel who may be
counsel to any Employer.

     Section 12.03.  Binding Effect of Decisions.  The decision or action of the
Committee with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding upon
all persons having any interest in the Plan.

     Section 12.04.  Indemnity of Committee.  All Employers shall indemnify and
hold harmless the members of the Committee or its employee delegates against any
and all claims, losses, damages, expenses or liabilities arising from any action
or failure to act with respect to this Plan, except in the case of willful
misconduct by the Committee or any of its members or delegates.

     Section 12.05.  Employer Information.  To enable the Committee to perform
its functions, each Employer shall supply full and timely information to the
Committee on all matters relating to the compensation of its Participants, the
date and circumstances of the Retirement, Disability, death or Termination of
Employment of its Participants, and such other pertinent information as the
Committee may reasonably require.

                                   ARTICLE 13


                         Other Benefits and Agreements

     Section 13.01.  Coordination with Other Benefits.  The benefits provided
for a Participant and Participant's Beneficiary under the Plan are in addition
to any other benefits available to such Participant under any other plan or
program for employees of the Participant's Employer. The Plan shall supplement
and shall not supersede, modify or amend any other such plan or program except
as may otherwise be expressly provided.

                                   ARTICLE 14


                               Claims Procedures

     Section 14.01.  Presentation of Claim.  Any Participant or Beneficiary of a
deceased Participant (such Participant or Beneficiary being referred to below as
a "Claimant") may deliver to the Committee a written claim for a determination
with respect to the amounts distributable to such Claimant from the Plan. If
such a claim relates to the contents of a notice received by the Claimant, the
claim must be made within 60 days after such notice was received by the
Claimant.

                                       17
<PAGE>

All other claims must be made within 180 days of the date on which the event
that caused the claim to arise occurred. The claim must state with particularity
the determination desired by the Claimant.

     Section 14.02.  Notification of Decision.  The Committee shall consider a
Claimant's claim within a reasonable time, and shall notify the Claimant in
writing:

       (a)  that the Claimant's requested determination has been made, and that
            the claim has been allowed in full; or

       (b)  that the Committee has reached a conclusion contrary, in whole or in
            part, to the Claimant's requested determination, and such notice
            must set forth in a manner calculated to be understood by the
            Claimant:

            (iv)  the specific reason(s) for the denial of the claim, or any
                  part of it;

            (v)   specific reference(s) to pertinent provisions of the Plan upon
                  which such denial was based;

            (vi)  a description of any additional material or information
                  necessary for the Claimant to perfect the claim, and an
                  explanation of why such material or information is necessary;
                  and

            (vii) an explanation of the claim review procedure set forth in
                  Section 14.03 below.

     Section 14.03.  Review of a Denied Claim.  Within 60 days after receiving a
notice from the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimant's duly authorized representative) may file with the
Committee a written request for a review of the denial of the claim. Thereafter,
but not later than 30 days after the review procedure began, the Claimant (or
the Claimant's duly authorized representative):

       (a)  may review pertinent documents;

       (b)  may submit written comments or other documents; and/or

       (c)  may request a hearing, which the Committee, in its sole discretion,
            may grant.

     Section 14.04.  Decision on Review.  The Committee shall render its
decision on review promptly, and not later than 60 days after the filing of a
written request for review of the denial, unless a hearing is held or other
special circumstances require additional time, in which case the Committee's
decision must be rendered within 120 days after such date. Such decision must be
written in a manner calculated to be understood by the Claimant, and it must
contain:

       (a)  specific reasons for the decision;

                                       18
<PAGE>

       (b)  specific reference(s) to the pertinent Plan provisions upon which
            the decision was based; and

       (c)  such other matters as the Committee deems relevant.

     Section 14.05.  Legal Action.  A Claimant's compliance with the foregoing
provisions of this Article 14 is a mandatory prerequisite to a Claimant's right
to commence any legal action with respect to any claim for benefits under this
Plan.

                                   ARTICLE 15


                                     Trust

     Section 15.01.  Establishment of Trust.  The Company may establish the
Trust, and the Employers may transfer over to the Trust such assets as the
Committee determines, in its sole discretion, are necessary to provide for the
Employers' liabilities created with respect to the Annual Deferral Amounts and
Annual Matching Amounts for such Employer's Participants for that year. The
Trustees of the Trust shall be selected by the Committee from time to time.

     Section 15.02.  Interrelationship of the Plan and the Trust.  The
provisions of the Plan and the Plan Agreement shall govern the rights of a
Participant to receive distributions pursuant to the Plan. The provisions of the
Trust shall govern the rights of the Participant and the creditors of the
Employers to the assets transferred to the Trust. The Employers shall at all
times remain liable to carry out their obligations under the Plan. The
Employers' obligations under the Plan may be satisfied with Trust assets
distributed pursuant to the terms of the Trust.

                                   ARTICLE 16


                                 Miscellaneous

     Section 16.01.  Unsecured General Creditor.  Participants and their
Beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, interest or claims in any property or assets of an Employer. Any and all
of an Employer's assets shall be, and remain, the general, unpledged
unrestricted assets of the Employer. An Employer's obligation under the Plan
shall be merely that of an unfunded and unsecured promise to pay money in the
future.

     Section 16.02.  Employer's Liability'.  An Employer's liability for the
payment of benefits shall be defined only by the Plan and the Plan Agreement, as
entered into between the Employer and a Participant. An Employer shall have no
obligation to a Participant under the Plan except as expressly provided in the
Plan and his or her Plan Agreement.

     Section 16.03.  Nonassignability.  Neither a Participant nor any other
person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in
advance of actual receipt, the amounts, if any, payable

                                       19
<PAGE>

hereunder, or any part thereof, which are, and all rights to which are expressly
declared to be unassignable and non-transferable. No part of the amounts payable
shall, prior to actual payment, be subject to seizure or sequestration for the
payment of any debts, judgments, alimony or separate maintenance owed by a
Participant or any other person, nor be transferable by operation of law in the
event of a Participant's or any other person's bankruptcy or insolvency.

     Section 16.04.  Not a Contract of Employment.  The terms and conditions of
this Plan shall not be deemed to constitute a contract of employment between any
Employer and the Participant. Such employment is hereby acknowledged to be an
"at will" employment relationship that can be terminated at any time for any
reason, with or without cause, unless expressly provided in a written employment
agreement. Nothing in this Plan shall be deemed to give a Participant the right
to be retained in the service of any Employer, or to interfere with the right of
any Employer to discipline or discharge the Participant at any time.

     Section 16.05.  Furnishing Information.  A Participant or his or her
Beneficiary will cooperate with the Committee by furnishing any and all
information requested by the Committee and take such other actions as may be
requested in order to facilitate the administration of the Plan and the payments
of benefits hereunder, including but not limited to taking such physical
examinations as the Committee may deem necessary.

     Section 16.06.  Terms.  Whenever any words are used herein in the singular
or in the plural, they shall be construed as though they were used in the plural
or the singular, as the case may be, in all cases where they would so apply.

     Section 16.07.  Captions.  The captions of the articles, sections and
paragraphs of this Plan are for convenience only and shall not control or affect
the meaning or construction of any of its provisions.

     Section 16.08.  Governing Law.  Subject to ERISA, the provisions of this
Plan shall be construed and interpreted according to the laws of the State of
New Jersey.

     Section 16.09.  Notice.  Any notice or filing required or permitted to be
given to the Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to:

          TyCom Retirement Committee
          c/o Director, Executive Compensation
          One Town Center Road
          Boca Raton, Florida 33486-1010

Such notice shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification. Any notice or filing required or permitted to be
given to a Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the Participant.

                                       20
<PAGE>

     Section 16.10.  Successors.  The provisions of this Plan shall bind and
inure to the benefit of the Participant's Employer and its successors and
assigns and the Participant, the Participant's Beneficiaries, and their
permitted successors and assigns.

     Section 16.11.  Distribution in the Event of Taxation.

       (a)  General. If, for any reason, all or any portion of a Participant's
benefit under this Plan becomes taxable to the Participant prior to receipt, a
Participant may petition the Committee for a distribution of that portion of his
or her benefit that has become taxable. Upon the grant of such a petition, which
grant shall not be unreasonably withheld, a Participant's Employer shall
distribute to the Participant immediately available funds in an amount equal to
the taxable portion of his or her benefit (which amount shall not exceed a
Participant's unpaid Account Balance under the Plan). If the petition is
granted, the tax liability distribution shall be made within 90 days of the date
when the Participant's petition is granted. Such a distribution shall affect and
reduce the benefits to be paid under this Plan.

       (b)  Trust. If the Trust terminates in accordance with Section 3.06(e) of
the Trust and benefits are distributed from the Trust to a Participant in
accordance with that Section, the Participant's benefits under this Plan shall
be reduced to the extent of such distributions.

     Section 16.12.  Validity.  In case any provision of this Plan shall be
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and enforced
as if such illegal or invalid provision had never been inserted herein.

     Section 16.13.  Incompetent.  If the Committee determines in its discretion
that a benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of that
person's property, the Committee may direct payment of such benefit to the
guardian, legal representative or person having the care and custody of such
minor, incompetent or incapable person. The Committee may require proof of
minority, incompetency, incapacity or guardianship, as it may deem appropriate
prior to distribution of the benefit. Any payment of a benefit shall be a
payment for the account of the Participant and the Participant's Beneficiary, as
the case may be, and shall be a complete discharge of any liability under the
Plan for such payment amount.

     Section 16.14.  Court Order.  The Committee is authorized to make any
payments directed by court order in any action in which the Plan or the
Committee has been named as a party.

                                       21
<PAGE>

                                   Appendix A
                                   ----------

                               Measurement Funds
                               -----------------

     (1)  Interest Income Fund;

     (2)  Bond Fund of America;

     (3)  Fidelity Puritan Fund;

     (4)  Neuberger Berman Guardian Trust;

     (5)  Spartan U.S. Equity Index Fund;

     (6)  Fidelity Growth Company Fund;

     (7)  Franklin Small Cap Growth Fund A;

     (8)  PIMCO Capital Appreciation Fund;

     (9)  Templeton Foreign Fund A;

     (10)  Vanguard Windsor Fund II; and

     (11) Enhanced Moody's Rate (as defined in Section 1.24).


Notes:
-----

The Enhanced Moody's Rate is closed to all Participants who join the Plan or the
Tyco DCP after January 1, 1999.

Funds (1) - (9) correspond to investment funds under the Company's 401(k)
Savings Plans.  Any change to the 401(k) Plan investment fund will automatically
result in a corresponding charge to these Measurement Funds.

Effective September 1, 2000, the Fidelity U.S. Equity Commingled Pool Fund will
replace the Spartan U.S. Equity Index Fund.

                                       22