Exhibit
10.2


SETTLEMENT
AGREEMENT


SETTLEMENT
AGREEMENT (the “Agreement”) dated as of December 29, 2006 (the “Effective Date”)
between Tyco International Ltd., a Bermuda corporation (“Parent”), and Richard
S. Meelia (“Executive”).


W I T N E S S E T
H:


- - - - - - - - -
-


WHEREAS, Executive
currently serves as Chief Executive Officer of Parent’s Tyco Healthcare
business segment; and


WHEREAS, Parent
and Executive previously entered into a Retention Agreement effective as of
February 14, 2002, which was subsequently amended effective December 9, 2004
and again effective December 9, 2005 (as amended, the “Retention Agreement”),
to encourage Executive to remain in the employ of the Company (as defined
therein) and to ensure the continued availability of his advice and counsel;
and


WHEREAS, Executive
has agreed with Parent to terminate the Retention Agreement and to relinquish
all payment and benefit rights thereunder in exchange for a settlement payment,
as further described herein; and


WHEREAS, Parent
and Executive desire to enter into this Settlement Agreement to document such
termination and settlement;


NOW THEREFORE, in
consideration of the foregoing, of the mutual promises contained herein and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


1.             TERMINATION OF RETENTION
AGREEMENT.  Executive hereby acknowledges
and agrees that the Retention Agreement is hereby terminated and shall
hereinafter be null, void and of no effect, and that he shall not be entitled
to any payments or benefits thereunder from Parent, the Company (as defined
therein) or any other subsidiary or affiliate of Parent, direct or indirect. In
addition, Parent and Executive acknowledge and agree that any elections made by
Executive under the Retention Agreement with respect to his stock options shall
be null, void and of no effect, and that Executive’s rights with respect to his
stock option, restricted stock, restricted share unit and performance share
awards shall be as described in the applicable award agreements, without giving
effect to any provision of such award agreements that reference the Retention
Agreement.









 



2.             SETTLEMENT PAYMENT.  As consideration for the foregoing agreement,
Parent agrees to pay Executive the sum of US $5,000,000 on the last regular
scheduled pay date in January, 2007, which payment Executive agrees to accept
in full satisfaction of all his rights under the Retention Agreement.


3.             COUNTERPARTS. This Agreement may be
executed in several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same
instruments.


4.             MISCELLANEOUS.  This Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter contained
herein. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of New York without regard to its conflicts
of law principles.


5.             WITHHOLDING.  Parent may withhold from any and all amounts
payable under this Agreement such federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or regulation.


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


	
   

  	
  TYCO INTERNATIONAL LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Laurie Siegel

  	
   

  	
   

  
	
   

  	
  Name: Laurie
  Siegel

  	
   

  
	
   

  	
  Title: SVP,
  Human Resources

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RICHARD S.
  MEELIA

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Richard S.
  Meelia

  	
   

  	
   

  
						



 



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