EXHIBIT 10.1


                                           TYCOM LTD.
                                    LONG TERM INCENTIVE PLAN

     SECTION 1.

     The purposes of this TyCom Ltd. Long Term Incentive Plan (the "Plan") are
to promote the interests of TyCom Ltd. (together with any successor thereto,
the "Company") and its shareholders by (i) attracting and retaining employees,
directors and officers of the Company and its Affiliates, (ii) motivating such
employees, directors and officers by means of performance-related incentives to
achieve longer-range performance goals, and (iii) enabling such employees,
directors and officers to participate in the long-term growth and financial
success of the Company.

     SECTION 2. Definitions

     As used in the Plan, the following terms shall have the meanings set
forth below:

     "Affiliate" shall mean a Parent and any corporation or other entity in
which the Company possesses a direct or indirect ownership interest.

     "Agreement" shall mean any written agreement, contract or other instrument
or document evidencing any Award, which may, unless otherwise
specified therein, but need not, be executed or acknowledged by a Participant.

     "Award" shall mean any Option, Stock Appreciation Right, Performance
Award, Dividend Equivalent, Restricted Stock Award or Other Stock Based Award.

     "Board" shall mean the Board of Directors of the Company.

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

     "Committee" shall mean a committee of the Board designated by the Board to
administer the Plan.

     "Companies Act" shall mean the Companies Act of 1981 of Bermuda (as
amended).

     "Dividend Equivalent" shall mean any right granted under Section 6(d)
of the Plan.

     "Director" shall mean a member of the Board.

     "Employee" shall mean any employee of the Company or of any Subsidiary, as
determined by the Committee.


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     "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as
amended.

     "Fair Market Value" shall mean the fair market value of Shares or other
property determined by such methods or procedures as shall be established from
time to time by the Committee.

     "Good Reason" shall mean, without an Employee's express written consent,
the occurrence of any one or more of the following:

     (a) The assignment to Employee of duties inconsistent with Employee's
authorities, duties, responsibilities and status as on officer of the Company,
or a reduction or alteration in the nature or status of Employee's authorities,
duties or responsibilities, from those in effect as o the Reference Date; other
than an insubstantial and inadvertent act that is remedied by the Company
promptly after receipt of notice thereof given by Employee;

     (b) The Company's requiring Employee to be based at a location in excess
of 50 miles from Employee's principal job location or office immediately prior
to the Reference Date; except for required travel on the Company's business to
an extent consistent with Employee's business travel obligations immediately
prior to the Reference Date;

     (c) A reduction by the Company of Employee's base salary as in effect on
the Reference Date (other than pursuant to a reduction by a uniform percentage
of the salary of all full-time domestic employees of the Company who are not
subject to a collective bargaining agreement); or a reduction in Employee's
short- term or long-term incentive compensation opportunities under the
executive incentive compensation plans of the Company for which Employee is
eligible as in effect on the Reference Date;

     (d) The failure by the Company to keep in effect compensation,
retirement, health and welfare benefits, or perquisite programs under which
Employee receives benefits substantially similar, in the aggregate, to the
benefits under such programs as exist immediately prior to the Reference Date
(other than pursuant to an equivalent reduction in such benefits of all
full-time domestic employees of the Company who are not subject to a collective
bargaining agreement); or the failure of the Company to meet the funding
requirements, if any, of any of such programs; or

     (e) Any material breach by the Company of its obligations under any
agreement with Employee or any failure of a successor of the Company to assume
and agree to perform the Company's entire obligations under any agreement with
Employee, provided that such successor has received at least ten days written
notice of such failure from the Company or Employee.

     "Incentive Stock Option" shall mean an option intended to qualify under
Section 422 of the Code.

     "Misconduct" shall mean an action or actions that, individually or
collectively, in the opinion of the committee, which opinion shall be
conclusive, are willfully or wantonly harmful to the Company or a Subsidiary.

     "Non-qualified Stock Option" shall mean an option which is not an
Incentive Stock Option.


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     "Option" shall mean an option granted under Section 6(a) of the Plan
(including an Option granted pursuant to Section 6(a)(v)).

     "Offering" shall mean the initial public offering of the Shares of the
Company.

     "Offering Date" shall mean the date on which the Offering is effected.

     "Officer" shall mean an officer of the Company or any of its Subsidiaries.

     "Other Stock-Based Award" shall mean any right granted under Section 6(e)
of the Plan.

     "Parent" shall mean a parent company (wherever incorporated), as defined
by Section 86 of the Companies Act, of the Company.

     "Participant" shall mean any Employee, Director, Tyco Director or Officer
granted an Award under the Plan.

     "Performance Award" shall mean any right granted under Section 6(c) of the
Plan.

     "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization,
government or political subdivision thereof or other entity.

     "Restricted Period" shall mean the period designated by the Committee
during which Restricted Stock is subject to restrictions on transfer.

     "Restricted Stock" shall mean Shares that are subject to restrictions as
provided in Section 6(e) of the Plan.

     "SEC" shall mean the U.S. Securities and Exchange Commission, or any
successor thereto.

     "Shares" shall mean the common shares of the Company, U.S. $0.25 par
value, and such other securities or property as may become subject to Awards
pursuant to an adjustment made under Section 4(b) of the Plan.

     "Stock Appreciation Right" shall mean any right granted under Section 6(b)
of the Plan.

     "Subsidiary" shall mean a subsidiary company (wherever incorporated) as
defined by Section 86 of the Companies Act or other business unit, whether or
not incorporated, of the Company.

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

     "Tyco Director" shall mean a member the board of directors of Tyco,
but such persons will only be eligible for Awards during the period that the
Company is a Subsidiary of Tyco.


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     SECTION 3. Administration

     The Plan shall be administered by the Committee. Subject to the terms of
the Plan and applicable law, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to (i) designate Participants; (ii) determine the type
or types of Awards to be granted to an eligible Participant; (iii) determine
the number of Shares to be covered by, or with respect to which payments,
rights, or other matters are to be calculated in connection with, Awards; (iv)
determine the terms and conditions of any Award; (v) determine whether, to what
extent, and under what circumstances Awards may be settled or exercised in
cash, Shares, other securities, other Awards or other property, or canceled,
forfeited, or suspended and the method or methods by which Awards may be
settled, exercised, canceled, forfeited, or suspended, (vi) determine whether,
to what extent, and under what circumstances cash, Shares, other securities,
other Awards, other property and other amounts payable with respect to an Award
shall be deferred either automatically or at the election of the holder thereof
or of the Committee; (vii) interpret and administer the Plan and any instrument
or agreement relating to an Award made under the Plan; (viii) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it
shall deem appropriate for the proper administration of the Plan. Unless
otherwise expressly provided in the Plan, all designations, determinations,
interpretations, and other decisions under or with respect to the Plan or any
Award shall be within the sole discretion of the Committee, may be made at any
time and shall be final, conclusive, and binding upon all Persons, including
the Company, any Affiliate, any Participant, any holder or beneficiary of any
Award, any shareholder and any Employee. Notwithstanding anything in this
Section 3 or elsewhere in the Plan to the contrary, the Board shall also have,
and also have the right to exercise, unless and until a Change in Control has
occurred, all power and authority that the Committee has.

     SECTION 4. Shares Available for Awards

     (a) Shares Available.

     The maximum number of Shares in respect of which Awards may be made under
the Plan shall be 51,113,043 provided, however, that in the event (i) an Award
in respect of Shares is settled for cash or expires or is terminated
unexercised as to any Shares covered thereby, (ii) any Award in respect of
Shares is cancelled or forfeited for any reason without the delivery of Shares,
(iii) any Option or other Award granted is exercised through the delivery of
Shares, or (iv) tax obligations are satisfied through the delivery or
withholding of Shares, the number of Shares available for Awards under the Plan
shall be increased by the number of Shares not delivered in connection with any
such Award or so surrendered, delivered or withheld. Subject to the
requirements of applicable law, any Shares delivered by the Company, or any
Shares with respect to which Awards are made by the Company, or any Shares with
respect to which the Company becomes obligated to make Awards, through the
assumption of, or in substitution for, outstanding awards previously granted by
an entity of which the Company or a Subsidiary acquires a significant portion
of its equity or from which it acquires a significant part or all of a business
or its assets, shall not be counted against the Shares available for Awards
under the Plan. Subject to the foregoing, Shares may be made available from the
authorized and unissued Shares of the Company or from Shares reacquired by the
Company, including shares purchased in the open market.


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     (b) Adjustments

     In the event that the Committee determines that any dividend or other
distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, subdivision,
consolidation or reduction of capital, reorganization, merger, scheme of
arrangement, split-up, spin-off or combination involving the Company or
repurchase or exchange of Shares or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Shares such that any adjustment is determined by the Committee to
be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and type of Shares (or other securities or property) with
respect to which Awards may be granted, (ii) the number and type of Shares (or
other securities or property) subject to outstanding Awards, and (iii) the
grant or exercise price with respect to any Award or, if deemed appropriate,
make provision for a cash payment to the holder of an outstanding Award;
provided that the number of Shares subject to any Award denominated in Shares
shall always be a whole number.

     (c) Limitations

     No Participant shall be granted Awards in any fiscal year which exceed 5%
of the aggregate number of Shares with respect to which Awards may be granted
under the Plan.

     SECTION 5. Eligibility

     Any Employee, Director, Officer or Tyco Director shall be eligible to be
designated a Participant.

     SECTION 6. Awards

     (a) Options

     The Committee is hereby authorized to grant to eligible Participants an
option to purchase Shares (an "Option") which shall contain the following terms
and conditions and such additional terms and conditions, which are not
inconsistent with the provisions of the Plan, as the Committee shall determine.
The Committee may grant Non-qualified Stock Options to any Participant.
Incentive Stock Options may be granted only to Employees. Each Agreement shall
designate each Option as an Incentive Stock Option or a Non-qualified Stock
Option and shall contain such terms and conditions as the Committee, in its
discretion exercised in accordance with the terms of the Plan, determines.

     (i) Exercise Price

     The purchase price per Share under an Option shall be not less than the
Fair Market Value of a Share at the date of the grant.

     (ii) Time and Method of Exercise

     The Committee shall determine the time or times at which an Option may be
exercised in whole or in part, and the method or methods by which, and the form
or forms (which may include, without limitation, cash, Shares, outstanding
Awards, other securities or other property, or any combination thereof, having


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a Fair Market Value on the exercise date equal to the relevant exercise price)
in which, payment of the exercise price with respect thereto may be made or
deemed to have been made. Notwithstanding Section 6(g)(vii) below, if the
payment of the exercise price is to be made in Shares, such Shares must have
been purchased on the open market by the participant or, if not so purchased,
must be held by the participant for six (6) months.

     (iii) Term of Option

     Except as otherwise determined by the Committee, Options granted under the
Plan shall expire no later than ten (10) years from the date of grant or such
other date as specified by the Committee and contained in the Agreement. For
purpose of determining the expiration date of an option, an optionee shall not
be considered terminated a long as he/she remains employed by the Company, any
Subsidiary of the Company, the Parent, or any Subsidiary of the Parent.

     (iv) Incentive Stock Options

     Notwithstanding anything in this Section 6(a) to the contrary, no
Incentive Stock Options shall be granted to any Employee who, at the time the
Option is granted, owns (directly or indirectly within Section 424(d) of the
Code) more than ten percent of the total combined voting power of all class of
the shares of the Company, any subsidiary or parent corporation unless (x) the
option price under such Option is at least 110% of the Fair Market Value of a
Share on the date of grant, and (y) the Option expires no later than the day
preceding the fifth anniversary of the date of grant.

     (b) Stock Appreciation Rights

     The Committee is hereby authorized to grant to eligible Participants a
"Stock Appreciation Right", which shall consist of a right to receive the
excess of (i) the Fair Market Value of one Share on the date the right is
exercised or, if the Committee shall so determine, at any time during a
specified period before or after the date of exercise over (ii) the grant price
(determined in the manner set forth below) of the right. A Stock Appreciation
Right may be granted in tandem with an Option, in addition to an Option, or
free standing and unrelated to an Option.


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          (i) Grant Price

     The grant price of a Stock Appreciation Right shall be not less than the
Fair Market Value of a Share at the date of the grant, except that a Stock
Appreciation Right granted in tandem with an Option may have a grant price
equal to the exercise price of the Option, without regard to whether the Stock
Appreciation Right and the Option are granted on the same day.

          (ii) Other Terms and Conditions

     Subject to the terms of the Plan and any applicable Agreement, the
Committee shall determine, at or after the grant of a Stock Appreciation Right,
the term, methods of exercise, methods of settlement, and any other terms and
conditions of any Stock Appreciation Right. Any such determination by the
Committee may be changed by the Committee from time to time and may govern the
exercise of Stock Appreciation Rights granted or exercised prior to such
determination as well as Stock Appreciation Rights granted or exercised
thereafter. The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it shall deem appropriate.

     (c) Performance Awards

     The Committee is hereby authorized to grant to eligible Participants a
"Performance Award," which shall consist of a right (i) denominated or payable
in cash, Shares, other securities or other property (including without
limitation, restricted securities) and (ii) which shall confer on the holder
thereof rights valued as determined by the Committee and payable to, or
exercisable by, such holder, in whole or in part, upon the achievement of such
performance goals during such performance periods as the Committee shall
establish. The criteria with respect to which performance goals may be
established include Share prices, market share, sales, earnings, earnings per
share, earnings before income tax, cash flow and return on equity.

          (i) Terms and Conditions

     Subject to the terms of the Plan and any applicable Agreement, the
Committee shall determine the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any
Performance Award and the amount of any payment or transfer to be made pursuant
to any Performance Award.

          (ii) Payment of Performance Awards

     Performance Awards may be paid in a lump sum or in installments
following the close of the performance period or, in accordance with procedures
established by the Committee, on a deferred basis.

     (d) Dividend Equivalents

     The Committee is hereby authorized to grant to eligible Participants a
"Dividend Equivalent", which shall consist of a right pursuant to which any
such eligible Participant shall be entitled to receive payments equivalent to
dividends with respect to a number of Shares determined by the Committee, and
the Committee may provide that such amounts (if any) shall be deemed to have
been reinvested in additional Shares or otherwise reinvested. Subject to the
terms of


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the Plan and any applicable Agreement, such Awards may have such terms and
conditions as the Committee shall determine.

     (e) Restricted Stock

     The Committee is hereby authorized to grant Restricted Stock, the
restrictions (which will be set out in the Agreement for the Award) on which
shall lapse in accordance with certain time-based and/or performance goals
specified by the Committee, to selected Participants for such reasons and in
such amounts as the Committee in its sole discretion, may determine. The
criteria with respect to which performance goals may be established include
Share prices, market share, sales, earnings, earnings per share, earnings
before income tax, cash flow and return on equity. As a condition to any Award
of Restricted Stock, the Committee may require a Participant to pay to the
Company a non-refundable amount equal to, or in excess of, the par value of the
shares of Restricted Stock awarded. Subject to such rules as the Committee may
prescribe, upon a Participant's termination of employment prior to the end of
the Restricted Period, all shares of Restricted Stock subject to such
Restricted Period shall be forfeited by the Participant and returned to the
Company.

          (i)   Restrictions

     During the Restricted Period, a Participant may not transfer any shares of
Restricted Stock except as provided in Section 6(g)(iii) or as otherwise
provided in the Agreement or Award under which the Restricted Stock is granted.
Except as may otherwise be determined by the Committee, the Restricted Period
shall be three (3) years from the date or grant.

         (ii)   No Other Restrictions

     Except as otherwise provided in this Section 6(e) or in an Agreement
pursuant to which Restricted Stock is granted, Participants shall enjoy all
other rights of ownership associated with the Restricted Stock, including,
without limitation, the right to vote such Shares and to receive any dividends
payable on such Shares.

     (f) Other Stock-Based Awards

     The Committee is hereby authorized to grant to eligible Participants
an "Other Stock-Based Award", which shall consist of a right (i) which is other
than an Award or right described in Section 6(a), (b), (c), (d) or (e) above
and (ii) which is denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to Shares (including, without
limitation, securities convertible into Shares), as are deemed by the Committee
to be consistent with the purposes of the Plan. Subject to the terms of the
Plan and any applicable Agreement, the Committee shall determine the terms and
conditions of any such Other Stock-Based Award, which conditions may include
satisfaction of performance goals relating to Share prices, market share,
sales, earnings, earnings per share, earnings before income tax, cash flow and
return on equity.

     (g) General

          (i)   Awards May be Granted Separately or Together


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     Awards may, in the discretion of the Committee, be granted either alone or
in addition to, in tandem with, or in substitution for any other Award granted
under the Plan or any award granted under any other plan of the Company or any
Subsidiary. Awards granted in addition to or in tandem with other Awards or
awards granted under any other plan of the Company or any Subsidiary may be
granted either at the same time as or at a different time from the grant of
such other Awards or awards.

         (ii)   Forms of Payment by Company Under Awards

     Subject to the terms of the Plan and of any applicable Agreement and the
requirements of applicable law, payments or transfers to be made by the Company
or a Subsidiary upon the grant, exercise or payment of an Award may be made in
such form or forms as the Committee shall determine, including, without
limitation, cash, Shares, other securities, other Awards or other property, or
any combination thereof, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case in accordance with rules and
procedures established by the Committee. Such rules and procedures may include,
without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of
Dividend Equivalents in respect of installment or deferred payments denominated
in Shares.

        (iii)   Limits on Transfer of Awards

     Subject to paragraph (viii) below:

                       (A) Each Award, and each right under any Award, shall be
                  exercisable only by the Participant during the Participant's
                  lifetime, or, in the event of the Participant's incapacity,
                  the Participant's legally appointed representative.

                       (B) No Award (prior to the time, if applicable, Shares
                  are issued or delivered in respect of such Award), and no
                  right under any such Award, may be assigned, alienated,
                  pledged, attached, sold or otherwise transferred or
                  encumbered by a Participant otherwise than by will or by the
                  laws of descent and distribution (or, in the case of
                  restricted securities, to the Company) and any such purported
                  assignment, alienation, pledge, attachment, sale, transfer or
                  encumbrance shall be void and shall automatically make the
                  Award unenforceable for all purposes.

         (iv)   Terms of Awards

     The term of each Award shall be for such period as may be determined by
the Committee.


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          (v)   Share Certificates

     All certificates for Shares or other securities of the Company or any
Subsidiary delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the Plan or the rules, regulations, and
other requirements of the U.S. Securities and Exchange Commission, any stock
exchange upon which such Shares or other securities are then listed, and any
applicable laws, and the Committee may cause a legend or legends to be put on
any such certificates to make appropriate reference to such restrictions.
Notwithstanding the foregoing, no action shall be taken by the Committee which
would, under the laws of Bermuda, cause a separate class of securities other
than Shares to be created and the Committee shall consult with appropriate
legal counsel in this regard.

         (vi)   Consideration for Grants

     Awards may be granted for no cash consideration, for such nominal cash
consideration as may be required by applicable law or for such greater amount
as may be established by the Committee.

        (vii)  Delivery of Shares or Other Securities and Payment by
         Participant of Consideration

     No Shares or other securities shall be delivered pursuant to any Award
until payment in full of any amount required to be paid at or prior to such
delivery pursuant to the Plan or the applicable Agreement is received by the
Company. Such payment may be made by such method or methods and in such form or
forms as the Committee shall determine, including, without limitation, cash,
Shares, other securities, other Awards or other property, or any combination
thereof, provided that the combined value, as determined by the Committee, of
all cash and cash equivalent and the Fair Market Value of any such Shares or
other property so tendered to the Company, as of the date of such tender, is at
least equal to the full amount required to be paid pursuant to the Plan or the
applicable Agreement (and provided that in the case of payment in Shares or
other Securities of the Company, the Committee is satisfied that the relevant
requirements of the Companies Act have been satisfied).

         (viii) Committee Discretion to Remove or Amend Restrictions on
         Transferability

     Notwithstanding the provisions of paragraph (iii) above and any other
restrictions on transferability of Awards referred to in this Plan, the
Committee may, in its discretion, either generally or specifically,
prospectively or retroactively, (a) grant Awards without limits on
transferability thereof or with such limits on transferability as the Committee
may deem appropriate in the circumstances, and (b) waive, amend, alter,
suspend, discontinue, cancel or terminate any limits on transferability of
Awards on such terms as the Committee may deem appropriate; provided, however,
that any of the acts described in clause (b) of this paragraph that would
materially impair the rights of any Participant, or any holder or any
beneficiary of any Award theretofore granted, shall not to that extent be
effective without the consent of the affected Participant, holder or
beneficiary.

     SECTION 7. Amendment and Termination


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     Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Agreement or in the Plan:

     (a) Amendments to the Plan

     The Board may amend, alter, suspend, discontinue, or terminate the Plan
without the consent of any shareholder, Participant, other holder or
beneficiary of an Award, or other Person; provided, however, that, except as
provided by Section 9, any such amendment, alteration, suspension,
discontinuation, or termination that would impair the rights of any
Participant, or any other holder or beneficiary of any Award theretofore
granted, shall not to that extent be effective without the consent of the
affected Participant, holder or beneficiary and provided further that
notwithstanding any other provision of the Plan or any Agreement, no such
amendment, alteration, suspension, discontinuation, or termination shall be
made that would otherwise cause the Plan to cease to comply with any applicable
law or regulatory requirement with respect to which the Board determines
compliance is necessary or desirable. Notwithstanding the foregoing, the
Committee may amend the Plan, in its sole discretion, for the purpose of
causing the Plan to comply with any applicable law or regulatory requirement.
In addition, except for amending the number of shares available for Awards
under Section 4(a)(i) of the Plan, the Committee may also make other amendments
to the Plan; provided, however, that no such amendment may materially change
the underlying policy reflected by the Plan.

     (b) Amendments to Awards

     The Committee may waive any conditions or rights under, amend any terms
of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore
granted, prospectively or retroactively, without the consent of any relevant
Participant or holder or beneficiary of an Award; provided that, subject to the
Committee's right to cancel and rescind an Award pursuant to Section 9 and the
Committee's right to adjust Awards pursuant to Section 6(g)(viii) and Section
7(c) and (d), (i) any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would materially impair the
rights of any Participant, or any holder or beneficiary of any Award
theretofore granted, shall not to that extent be effective without the consent
of the affected Participant, holder or beneficiary; (ii) no such waiver,
amendment, alteration, suspension, discontinuance, cancellation or termination
that would materially increase the rights of any Participant or any holder or
beneficiary of any Award shall be effective unless the Award, after giving
effect to such waiver, amendment, alteration, suspension, discontinuance,
cancellation or termination, could have been granted under the terms of the
Plan (without regard to this Section 7(b)); and (iii) an outstanding option
shall not be amended to reduce its original exercise price other than in
connection with a transaction described in Section 4(b), Section 7(c) or 7(d).

     (c) Adjustments of Awards Upon Certain Acquisitions

     In the event the Company or any Subsidiary shall assume outstanding
employee awards or the right or obligation to make future employee awards in
connection with the acquisition of another corporation or business entity or
assets of any such corporation or business entity, the Committee may make such
adjustments, not inconsistent with the terms of the Plan, in the terms of
Awards as


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it shall deem appropriate in order to achieve reasonable comparability, or
other equitable relationship between the assumed awards and the Awards as so
adjusted.

     (d) Adjustment of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events

     The Committee is hereby authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual
or nonrecurring events (including, without limitation, the events described in
Section 4(b) hereof) affecting the Company, any Subsidiary, or the financial
statements of the Company or any Subsidiary, or of changes in applicable laws,
regulations, or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the
Plan, or to be derived by the Company.

     SECTION 8. Change of Control

     (a) Except as otherwise determined by the Committee at the time of grant
of an Award, in the event of a Change of Control, each outstanding Award shall
be assumed or an equivalent Award or right shall be substituted by the
successor corporation or a parent or subsidiary of the successor corporation.
In the event that the successor corporation refuses to assume or substitute for
the Awards at the time of the Change of Control, all Awards granted under this
Plan will become fully vested and exercisable. If outstanding Awards are
assumed or substituted upon a Change of Control and the Employee is terminated
other than for Misconduct by the successor corporation or its parent or
subsidiary at any time after a Change of Control, all Awards held by such
Employee shall fully vest and be immediately exercisable as of the date of such
termination. All Awards granted under this Plan shall be fully vested and
exercisable upon a Change of Control for any non-employee Director, any
non-employee Tyco Director, any Employee who is a co-employee of the Company
and Tyco, and any Employee not offered employment by the successor corporation.
If Awards become fully vested and exercisable and the Shares of the Company are
no longer traded on a recognized national or international securities exchange,
Participants who hold outstanding Options and other Awards payable in Shares of
the Company will be entitled to receive a cash payment equal to the amount such
Participant would have received had such Participant exercised and sold the
Shares underlying the applicable Award on the last practicable date prior to
the Change of Control.

     (b) 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 the
          Company'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 the Company
          immediately prior to such event beneficially own 50% or more of the
          voting rights exercisable generally of any such person which is an
          entity;


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<PAGE>


               (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 the Company),
          where the term "Continuing Director" means at any date a member of
          the Board who (A) was a member of the Board on the Offering Date 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 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 the Company requisitioned pursuant to
          Section 74 of the Companies Act 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 the Company or its Affiliate) comes to
          possess, directly or indirectly, the legal right to direct the
          management and policies of the Company, 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 the Company 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 the Company in
          respect of the shares of the Company in issue immediately prior to
          the relevant event no longer represent a majority of all the voting
          rights normally exercisable at general meetings of the Company (or,
          if the Company is acquired by another entity in connection with such
          event, of such entity) in respect of the shares of the Company (or,
          if the Company 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 Offering and any subsequent offering or series of
offerings of the Shares of the Company on an established securities market or
exchange or any distribution of Shares by the Parent, whether by dividend,
spin- off or otherwise, shall not be considered a "Change of Control."

     SECTION 9. Cancellation and Recission of Awards

     Unless the Agreement specifies otherwise, the Committee may cancel any
vested, nonvested, unexpired, unpaid, or deferred Awards at any time if the
Participant is not in compliance with all other applicable provisions of the
Agreement, the Plan and with the following conditions:

     (a) A Participant shall not render services for any organization or engage
directly or indirectly in any business which, in the judgment of the Chairman
of the Board or the chief executive officer of the Company or other senior
officer designated by the Committee, is or becomes competitive with the
Company, or which organization or business, or the rendering of services to
such organization or business, is or becomes otherwise prejudicial to or in
conflict with the interests of the Company. For a Participant whose employment
has terminated, the judgment of the Chairman of the Board or the chief
executive officer shall be


                                       13

<PAGE>


based on the Participant's position and responsibilities while employed by the
Company, the Participant's post-employment responsibilities and position with
the other organization or business, the extent of past, current and potential
competition or conflict between the Company and the other organization or
business, the effect on the Company's customers, suppliers and competitors of
the Participant's assuming the post-employment position, and such other
considerations as are deemed relevant given the applicable facts and
circumstances. A Participant who has retired shall be free, however, to
purchase as an investment or otherwise, stock or other securities of such
organization or business so long as they are listed upon a recognized
securities exchange or traded over-the-counter, and such investment does not
represent a substantial investment to the Participant or a greater than 10
percent equity interest in the organization or business.

     (b) A Participant shall not, without prior written authorization from the
Company, disclose to anyone outside the Company, or use in other than the
Company's business, any confidential information or material, relating to the
business of the Company, acquired by the Participant either during or after
employment with the Company.

     (c) For purposes of paragraphs (a) and (b) of this Section 9, the term
Company should include any Affiliate of the Company.

     SECTION 10. General Provisions

     (a) No Rights to Awards

     No Employee, Director, Tyco Director, Officer, Participant or other Person
shall have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Directors, Tyco Directors, Participants,
Officers or holders or beneficiaries of Awards. The terms and conditions of
Awards need not be the same with respect to each recipient. No Participant
shall have the rights of a shareholder with respect to any Award unless and
until Shares have been issued and his name entered in the Company's register of
members as the holder of such Shares.


                                       14

<PAGE>


     (b) Delegation

     Subject to the terms of the Plan and applicable law, the Committee may
delegate to one or more officers or managers of the Company or any Subsidiary,
or to a committee of such officers or managers, the authority, subject to the
terms and limitations as the Committee shall determine, to grant Awards to, or
to cancel, modify or waive rights with respect to, or to alter, discontinue,
suspend, or terminate Awards held by, Employees who are not officers or
directors of the Company or Tyco Directors for purposes of Section 16 of the
Exchange Act, or any successor section thereto, or who are otherwise not
subject to such Section.

     (c) Withholding

     The Company or any Affiliate is hereby authorized to withhold from any
Award, from any payment due or transfer made under any Award or under the Plan
or from any compensation or other amount owing to a Participant the amount (in
cash, Shares, other securities, other Awards or other property) of any
applicable withholding taxes in respect of an Award, its exercise, or any
payment or transfer under an Award or under the Plan and to take such other
action as may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such taxes.

     (d) No Limit on Other Compensation Arrangements

     Nothing contained in the Plan shall prevent the Company or any Affiliate
from adopting or continuing in effect other compensation arrangements (subject
to shareholder approval if such approval is required), and such arrangements
may be either generally applicable or applicable only in specific cases.

     (e) No Right to Employment

     Neither the Company nor any Affiliate is obligated by or as a result of
the Plan to continue the Participant in employment and the Plan shall not
interfere in any way with the right of the Company or any Affiliate to
terminate the employment of the Participant at any time.

     The grant of an Award does not entitle the Participant to any benefits
other than that granted under this Plan. Any benefits granted under this Plan
are not part of the Participant's ordinary salary, and shall not be considered
as part of such salary in the event of severance, redundancy or resignation.
Participant understands and accepts that the benefits granted under the Plan
are entirely at the grace and discretion of the Company and that the Board
retains the right to amend or terminate the Plan at any time in accordance with
Section 7 of the Plan.

     (f) Governing Law

     The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the
laws of Bermuda; except that any references to the laws of the United States
shall be interpreted in accordance with relevant United States law. In
addition, the Committee may amend the terms of the Plan and any Awards or
Agreement in order to comply with the laws of Bermuda or the laws of any other
applicable jurisdiction.

     (g) Severability


                                       15
<PAGE>


     If any provision of the Plan or any Award is or becomes or is deemed
to be invalid, illegal, or unenforceable in any jurisdiction or as to any
Person or Award, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, Person or Award and the remainder of the Plan and any such Award
shall remain in full force and effect.

     (h) Additional Powers

     The Committee may refuse to issue or transfer any Shares or other
consideration under an Award if, acting in its sole discretion, it determines
that the issuance or transfer of such Shares or such other consideration might
violate any applicable law or regulation or entitle the Company to recover the
same under Section 16(b) of the Exchange Act, and any payment tendered to the
Company by a Participant, other holder or beneficiary in connection with the
exercise of such Award shall be promptly refunded to the relevant Participant,
holder or beneficiary.

     (i) No Trust or Fund Created

     Neither the Plan nor any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the
Company or any Subsidiary and a Participant or any other Person. To the extent
that any Person acquires a right to receive payments from the Company or any
Subsidiary pursuant to an Award, such right shall be no greater than the right
of any unsecured general creditor of the Company or any Subsidiary.

     (j) No Fractional Shares

     No fractional Shares shall be issued or delivered pursuant to the Plan or
any Award, and the Committee shall determine whether cash, other securities, or
other property shall be paid or transferred in lieu of any fractional Shares or
whether such fractional Shares or any rights thereto shall be canceled,
terminated or otherwise eliminated.

     (k) Headings

     Headings are given to the Sections and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any
way material or relevant to the construction or interpretation of the Plan or
any provision thereof.

     SECTION 11. Effective Date of the Plan

     This amended Plan shall be effective as of the date of its approval by the
Board, subject to the approval of the shareholders of the Company.

     SECTION 12. Term of the Plan

     This Plan will remain in effect until the Board, subject to Section 7,
decides to terminate it. However, unless otherwise expressly provided in the
Plan


                                       16

<PAGE>


or in an applicable Agreement, any Award granted before the date the Plan is
terminated may, and the authority of the Board or the Committee to amend,
alter, adjust, suspend, discontinue, or terminate any such Award or to waive
any conditions or rights under any such Award shall, extend beyond such date.


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