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                                                                   EXHIBIT 10.23

Nikita Zdanow
Capital Finance

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

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

    NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

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

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

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

    (ii)  During the Retention Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive agrees to devote
substantially all of his attention and time during normal business hours to the
business and affairs of the Company and, to the extent necessary to discharge
the responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Retention Period, it shall not be a violation of
this Agreement for the Executive to serve on civic or charitable boards or
committees, or manage personal investments, so long as such activities do not
significantly interfere with the performance of the Executive's responsibilities
as an employee of the Company in accordance with this Agreement. It is expressly
understood and agreed that to the extent that any such activities have been
conducted by the Executive prior to the Effective Date, the continued conduct of
such activities (or the conduct of activities similar in nature and scope
thereto) subsequent to the Effective Date shall not thereafter be deemed to
interfere with the performance of the Executive's responsibilities to the
Company.

    (b)  COMPENSATION.  (i) BASE SALARY. During the Retention Period, the
Executive shall receive an annual base salary ("Annual Base Salary") of no less
than the rate of the Executive's base salary on the date immediately prior to
the Effective Date. During the Retention Period, the Annual Base Salary shall be
reviewed at the time that the salaries of all of the executive officers of the
Company are reviewed. Any increase in Annual Base Salary shall not serve to
limit or reduce any other obligation to the Executive under this Agreement.
Annual Base Salary shall not be reduced after any such increase and the term
Annual Base Salary as utilized in this Agreement shall refer to Annual Base
Salary as so increased.
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    (ii)  ANNUAL BONUS.  With respect to the 2001 fiscal year, the Executive
shall be entitled to a bonus based upon and pursuant to the Company's incentive
plans and programs, as determined by the Chief Executive Officer of the Company
based on achievement of the Company's financial plan. For each completed fiscal
year of the Company after 2001, the Executive shall be entitled to a bonus
opportunity, as determined by the Chief Executive Officer of the Company with
the approval of the Chief Executive Officer of Parent (the "Annual Bonus").

    (iii)  INCENTIVE AWARDS.  On the Effective Date, Parent shall grant to the
Executive such number of restricted shares of Parent's common stock (the
"Restricted Stock"), pursuant to the terms of Parent's stock incentive plan,
with a value, determined based upon the average of the closing prices of the
Parent's common stock for each trading day from March 12, 2001 through the
Effective Date, equal to the product of (x) two (2), and (y) the Annual Base
Salary, plus the Executive's average annual bonus received from the Company
(based on the immediately preceding two calendar years, or such lesser number of
years if applicable) (the "Average Annual Bonus"). Except as otherwise provided
herein, all restrictions on the shares of Restricted Stock shall lapse, and the
shares shall be vested, with respect to one third ( 1/3) of such number of
shares on the first anniversary of the date of grant, one third ( 1/3) of such
number of shares on the second anniversary of the date of grant, and one third
( 1/3) of such number of shares on the third anniversary of the date of grant.
In addition, on the Effective Date, Parent shall grant to the Executive 125,000
options to purchase Parent common stock (the "Option"), pursuant to the terms of
Parent's stock incentive plan. The Option will have an exercise price equal to
the fair market value of the stock subject thereto on the date of grant
determined in accordance with the terms of and standard practice under Parent's
stock incentive plan and shall vest and become exercisable on the third
anniversary of the date of grant. As soon as practicable following the Effective
Date, Parent and the Executive shall enter into a written stock option and
restricted stock agreement under the terms of Parent's stock incentive plan
containing the terms and provisions not inconsistent with those set forth
herein. Without limiting the generality of Section 3(b)(iv) hereof, the
Executive shall also be eligible for additional equity and non-equity awards
under Parent's stock incentive and other long-term incentive compensation plans
during the Retention Period, as determined by the Board of Directors of Parent
or its delegate in the Board's or such delegate's sole discretion.

    (iv)  OTHER BENEFITS.  During the Retention Period, the Executive shall be
entitled to participate in all employee pension, welfare, perquisites, fringe
benefit, and other benefit plans, practices, policies and programs generally
applicable to senior executives of the Company in substantially comparable
positions as the Executive. In addition, the Executive shall be entitled to
continued participation in any supplemental and/or excess retirement plans
available to similarly situated senior executives of the Company, and in the
Company's Executive Retirement Plan, and retiree medical and life insurance
plans in which the Executive was participating on the date of this Agreement
during the Retention Period, at economic levels at least equal to the levels of
Executive's participation in such plans or programs as of the date immediately
prior to the Effective Date provided that Acquiror may substitute coverage on a
basis no less favorable under another plan covering employees and former
employees of Parent or its subsidiaries in the event the medical and/or life
insurance plan of the Company is terminated.

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

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

    4.  TERMINATION OF EMPLOYMENT.  (a) DEATH OR DISABILITY. The Executive's
employment shall terminate automatically upon the Executive's death during the
Retention Period. If the Company determines in good faith that the Disability of
the Executive has occurred during the Retention Period

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    (d)  NOTICE OF TERMINATION.  Any termination by the Company for Cause, or by
the Executive for Good Reason, shall be communicated by Notice of Termination to
the other party hereto given in accordance with Section 11(a) of this Agreement.
For purposes of this Agreement, a "Notice of Termination" means a written notice
which (i) indicates the specific termination provision in this Agreement relied
upon, (ii) to the extent applicable, sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated and (iii) if the Date of Termination
(as defined below) is other than the date of receipt of such notice, specifies
the termination date (which date shall be not more than thirty days after the
giving of such notice). The failure by the Executive or the Company to set forth
in the Notice of Termination any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of the Executive or
the Company, respectively, hereunder or preclude the Executive or the Company,
respectively, from asserting such fact or circumstance in enforcing the
Executive's or the Company's rights hereunder.

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

    5.  OBLIGATIONS OF THE COMPANY UPON TERMINATION.  (a) GOOD REASON; OTHER
THAN FOR CAUSE. If, during the Retention Period, the Company shall terminate the
Executive's employment other than for Cause or the Executive shall terminate
employment for Good Reason:

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

               A. in a lump sum within 10 days after the Date of Termination,
           the sum of (1) the Executive's Annual Base Salary through the Date of
           Termination to the extent not theretofore paid, and (2) the product
           of (x) the Average Annual Bonus and (y) a fraction, the numerator of
           which is the number of days in the fiscal year in which the Date of
           Termination occurs through the Date of Termination, and the
           denominator of which is 365, in each case to the extent not
           theretofore paid (the sum of the amounts described in clauses
           (1) and (2), shall be hereinafter referred to as the "Accrued
           Obligations"); and

               B. the sum of (1) the greater of (x) the Annual Base Salary
           payable for the remainder of the Retention Period after the Date of
           Termination, or (y) the product of two (2) times the Annual Base
           Salary, and (2) the product of two (2) times the Executive's Average
           Annual Bonus, which amount shall be payable in accordance with
           Executive's normal payroll periods immediately prior to the Date of
           Termination in equal installments for a period of two years, subject
           to compliance with Section 9 of this Agreement; and

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

           (iii)  subject to compliance with Section 9, continued benefit
       coverage which permits the Executive to continue to receive, for two
       (2) years from the Date of Termination, at the Company's expense, life
       insurance and medical, dental and disability benefits at least comparable
       to those provided by the Company on the Date of Termination provided that
       such benefits shall cease if the Executive obtains other employment with
       comparable benefits.

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

           (v)  to the extent permitted by applicable law, the Executive shall
       be credited with two additional years of age and service credit under all
       relevant Company retirement plans (including qualified, supplemental and
       excess plans, including without limitation the Company's Executive
       Retirement Plan and New Executive Retirement Plan, and, for the purpose
       of clarity, to the extent the Executive is a participant in the cash
       balance arrangement under the Company's Retirement Plan, the cash balance
       account will be increased as if the Executive had received two additional
       years of contributions based upon the Executive's compensation as of the
       Date of Termination) (the "Retirement Benefit"); and

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

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

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

    (d)  DISABILITY; RETIREMENT.  If the Executive's employment is terminated by
reason of the Executive's Disability or his retirement under the terms of the
applicable Company retirement plan during the Retention Period, this Agreement
shall terminate without further obligations to the Executive, other than for
payment of Accrued Obligations, the Retirement Benefit, and the timely payment
or provision of Other Benefits. In addition, in the case of Disability but not
retirement, the Restricted Stock and Options shall vest immediately, the
Executive shall continue to accrue age and service credit through retirement for
purposes of the Company's qualified and nonqualified retirement plans and shall
be paid a lump sum cash payment equal to the Executive's Annual Base Salary.

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Accrued Obligations shall be paid to the Executive in a lump sum in cash within
30 days of the Date of Termination.

    6.  NON-EXCLUSIVITY OF RIGHTS.  Except as specifically provided, nothing in
this Agreement shall prevent or limit the Executive's continuing or future
participation in any plan, program, policy or practice provided by the Company
or any of its affiliates and for which the Executive may qualify, nor, subject
to Section 11(e), shall anything herein limit or otherwise affect such rights as
the Executive may have under any contract or agreement with the Company or its
affiliates. Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan, policy, practice or program of or
any contract or agreement with the Company or its affiliates at or subsequent to
the Date of Termination shall be payable in accordance with such plan, policy,
practice or program or contract or agreement except as explicitly modified by
this Agreement. As used in this Agreement, the terms "affiliated companies" and
"affiliates" shall include any company controlled by, controlling or under
common control with the Company.

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

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

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Payment in respect of any interest or penalties imposed by the Internal Revenue
Service with respect to such excess Excise Tax.

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

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

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

    10.  SUCCESSORS.  (a) This Agreement is personal to the Executive and
without the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives. This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

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

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Acquiror and the Company as hereinbefore defined and any successor to their
respective business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

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

    IF TO THE EXECUTIVE:

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

    IF TO ACQUIROR:

    1 Tyco Park

    Exeter, New Hampshire 03833

    Attention: General Counsel

    IF TO THE COMPANY:

    650 CIT Drive

    Livingston, New Jersey 07039

    Attention: General Counsel

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

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

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

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

    (e)  From and after the Effective Date this Agreement shall supersede any
other employment, severance or change of control agreement between the parties
(including, for this purpose, between the Executive and the Company) or
severance or change of control plan, program or policy of the Company covering
the Executive with respect to the subject matter hereof, including, without
limitation, the Employment Agreement between the Executive and the Company dated
as of September 13, 2000 (the "Prior Agreement"), except as expressly provided
herein. The Executive acknowledges and agrees that the benefits provided to him
pursuant to this Agreement are made to the Executive in lieu of and in
substitution for his receipt of any cash "change of control" bonus or other
"special" cash payment pursuant to the Prior Agreement or any severance or
change of control plan, program or policy of the Company.

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

<Table>
<S>                                                    <C>  <C>
                                                                      /s/ NIKITA ZDANOW
                                                        ---------------------------------------------
                                                                        Nikita Zdanow

                                                       TYCO ACQUISITION CORP. XIX (NV)

                                                       By              /s/ PATRICIA A. PRUE
                                                            -----------------------------------------

                                                       THE CIT GROUP, INC.

                                                       By           /s/ ALBERT R. GAMPER, JR.
                                                            -----------------------------------------
                                                                      Albert R. Gamper, Jr.
</Table>

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