Exhibit 10.29

        EXECUTIVE INCENTIVE COMPENSATION PLAN FOR FISCAL 1999

1.  Purpose.  The purpose of the Executive Incentive Compensation
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    Plan (the "Plan") is to further the growth and success of         
    Mallinckrodt Inc. (the "Company") and its subsidiaries by         
    providing key employees of the Company with additional incentives 
    to contribute to the growth and success of the Company as         
    measured by achievement against the objectives set forth in this  
    Plan.

2.  Administration.  The Plan shall be administered by the 
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    Organization and Compensation Committee of the Board of Directors 
    of the Company (the "Committee").  The Committee is authorized,   
    subject to the provisions of the Plan, to establish from time-to- 
    time such rules and regulations and make such interpretations and 
    determinations as it may deem necessary or advisable for the      
    proper administration of the Plan and all such rules,             
    regulations, interpretations and determinations shall be binding  
    upon all participants in the Plan.

3.  Participation.  Within three (3) months after the beginning of 
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    the Company's fiscal year beginning July 1, 1998 ("Fiscal 1999"), 
    the Committee shall designate those key employees who are to      
    become participants in the Plan.  Notwithstanding the foregoing,  
    the Committee shall have the discretion to designate additional   
    participants in the Plan after such three (3) month period if and 
    to the extent they are key employees whose employment with the    
    Company (or any subsidiary thereof) commences more than three (3) 
    months after the beginning of Fiscal 1999.  Each such designation 
    shall be in writing and shall be filed with the Vice President,   
    Human Resources of the Company.

4.  Target Incentive Awards.  The Target Incentive Award ("Target
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    Award") for a participant in the Plan for Fiscal 1999 shall be    
    the amount (as approved by the Committee) communicated to such    
    participant in writing by the Committee on or before the end of   
    the third month of Fiscal 1999.  Such Target Award shall be       
    payable in whole or in part (and if at all) only in accordance    
    with the provisions set forth in this Plan.  Notwithstanding the  
    foregoing or any other provision hereof, all Target Awards        
    hereunder shall be indexed against changes in the Company's       
    common stock price from the beginning to the end of Fiscal 1999   
    as determined in the following manner:  the amount of any Target  
    Award to be used in determining the amount payable to a           
    participant hereunder shall be increased or reduced, as           
    appropriate, by the percentage change in the Company's common     
    stock price calculated by comparing the average of the high and   
    low price of the Company's common stock, as reflected on the New  
    York Stock Exchange Composite transactions tape ("NYSE Tape"),    
    during the last fifteen (15) New York Stock Exchange trading      
    dates of Fiscal 1999 against the average of the high and low      
    price of the Company's common stock, as reflected on the NYSE     
    Tape, during the first fifteen (15) New York Stock Exchange       
    trading days prior to the date of approval by the Company of this 
    Plan (August 11, 1998).  Unless and to the extent otherwise       
    specifically set forth herein, any and all references to a Target 
    Award in this Plan shall mean and refer to a Target Award as      
    indexed pursuant to the immediately preceding sentence.

5.  Performance Objectives.
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    (a)  Not later than the end of the second month of Fiscal 1999,   
         the Committee, after consultation with  the  Chief           
         Executive Officer ("CEO") of  the  Company, shall establish  
         financial performance objectives for the Plan for Fiscal     
         1999 (the "Performance Objectives").  

    (b)  Notwithstanding the provisions of paragraph (a) immediately  
         above, the Committee may, after consultation with the CEO,   
         cause adjustments to be made to the Performance Objectives   
         as a consequence of income or loss attributable to any       
         business acquired or divested during Fiscal 1999 or any      
         other transaction or any adjustment on the books of account  
         of the Company occurring during Fiscal 1999 identified by    
         the Committee as being of an unusual and nonrecurring        
         nature, provided that the Committee shall not so exclude any 
         such item unless it shall be satisfied that it was not taken 
         into account in arriving at the Performance Objectives for   
         Fiscal 1999.

    (c)  Not more than three (3) months after the beginning of Fiscal 
         1999, all participants shall be notified of the Performance  
         Objectives.  Such Performance Objectives shall not be        
         changed unless approved by the Committee upon the            
         recommendation of the Chief Executive Officer of the Company 
         ("CEO").

6.  Threshold Percentage; Maximum Percentage.
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    (a)  No later than the end of the third month of Fiscal 1999, the 
         Committee, after consultation with the CEO, shall establish  
         for the participants hereunder a minimum percentage of       
         achievement (the "Threshold Percentage") with respect to the 
         Performance Objectives.  If the Threshold Percentage is not  
         achieved, there will be no payment of incentive awards       
         hereunder except as provided in Section 6(c) below.

    (b)  No later than the end of the third month of Fiscal 1999, the 
         Committee, after consultation with the CEO, shall establish  
         for the participants hereunder a schedule of incentive       
         awards to be paid hereunder expressed as a percentage of the 
         Target Award for each participant based on the percentage of 
         achievement of the Performance Objectives in excess of the   
         Threshold Percentage; provided that, in no event will any    
         participant be entitled to receive an amount in excess of    
         two hundred percent (200%) of his or her Target Award        
         ("Maximum Percentage"), except as provided in Section 6(c)   
         or Section 8(d) below.

    (c)  If the Threshold Percentage is not met or the Maximum        
         Percentage is exceeded, the Board of Directors may, in       
         either case and upon the Committee's recommendation,         
         establish a special award pool for distribution to the       
         participants in a manner in which the Board of Directors     
         shall determine and in an amount which is reasonably related 
         to the actual performance of the Company and the             
         participants.  The special award pool shall be combined with 
         any payment of incentive awards based on achievement of the  
         Maximum Percentage as specified in Section 6(b) above.

7.  Payment and Vesting of Incentive Awards.
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    (a)  Except as otherwise provided in Section 8 hereof following a 
         Change in Control (as hereinafter defined), promptly after   
         the end of Fiscal 1999, the Chief Financial Officer ("CFO")  
         of the Company shall report to the CEO and the Committee the 
         percentage of achievement of the Performance Objectives with 
         respect to the Plan and the stock price indexing of Target   
         Awards as calculated pursuant to Section 4 above.  If the    
         Threshold Percentage has been exceeded but the Maximum       
         Percentage has not been exceeded, the Committee shall        
         empower the Vice President, Human Resources and other        
         appropriate officers and employees of the Company to make    
         payment of incentive awards to the participants in           
         accordance with the requirements hereof, including but not   
         limited to the provisions of Section 7(c) below.  If either  
         the Threshold Percentage has not been attained or the        
         Maximum Percentage has been exceeded, the Committee, if it   
         determines that it is appropriate to do so, will establish a 
         special award pool in accordance with Section 6(c) above to  
         be allocated for payment to each individual participant in   
         the same proportion as such participant's Target Award bears 
         to the total of all Target Awards established hereunder,     
         with such adjustments as the Committee deems necessary to    
         account for participants who are employed by the Company for 
         less than all of Fiscal 1999. Regardless of when payment of  
         any awards is to be made to participants hereunder, any      
         award to which a participant is entitled hereunder shall,    
         absent a Change in Control, become vested to the account of  
         the participant as follows:  50% on the last day of Fiscal   
         1999 and 100% on the last day of fiscal year 2000 ("Fiscal   
         2000").

    (b)  A participant who is otherwise eligible to receive an        
         incentive award pursuant to the terms of this Plan must be   
         actively employed by the Company (or a subsidiary thereof)   
         on the last day of Fiscal 1999 to be eligible to receive any 
         portion of an incentive award hereunder and must be actively 
         employed by the Company (or a subsidiary thereof) on the     
         last day of Fiscal 2000 to be eligible to receive the entire 
         amount of any award for which such participant is otherwise  
         eligible in accordance with the terms hereof.  However, if a 
         participant's employment is terminated prior to the last day 
         of Fiscal 1999 by reason of the participant's death,         
         disability or Qualified Retirement (as defined below), the   
         participant (or the participant's designated beneficiary in  
         the event of his or her death), at the sole discretion of    
         the Committee, shall be entitled to receive an amount        
         determined by multiplying one-half of the incentive award    
         which would otherwise have been payable pursuant to this     
         Plan had the participant remained an employee through the    
         last day of Fiscal 2000 by a fraction, the numerator of      
         which is the number of days during Fiscal 1999 that the      
         participant was employed by the Company (or a subsidiary     
         thereof) and the denominator of which is 365.  Further, if a 
         participant's employment is terminated prior to the last day 
         of Fiscal 2000 but after the end of Fiscal 1999 by reason of 
         the participant's death, disability or retirement, the       
         participant (or the participant's designated beneficiary in  
         the event of his or her death), shall be entitled to receive 
         (i) an amount equal to one-half of the incentive award which 
         would otherwise have been payable pursuant to this Plan had  
         the participant remained an employee through the last day of 
         Fiscal 2000 and, (ii) at the sole discretion of the          
         Committee, an additional amount determined by multiplying    
         one-half of the incentive award which otherwise would have   
         been payable pursuant to this Plan had the participant       
         remained an employee through the last day of Fiscal 2000 by  
         a fraction, the numerator of which is the number of days     
         during Fiscal 2000 that the participant was employed by the  
         Company (or a subsidiary thereof) and the denominator of     
         which is 365.  For purposes of this Plan, "retirement" means 
         retirement at or after age 55, but shall not include any     
         termination of a participant for Cause (as defined in        
         Section 8(c) hereof).  If a participant hereunder begins     
         employment after the first day of Fiscal 1999, the           
         participant's incentive award for Fiscal 1999 shall be       
         determined by an appropriate proration consistent with the   
         intent set forth in this paragraph (b).

    (c)  Unless the participant elects otherwise pursuant to          
         paragraph (d) of Section 7 or unless required otherwise      
         pursuant to the provisions of paragraph (e) of Section 7,    
         payment of incentive awards to participants under the Plan   
         with respect to Fiscal 1999 shall be made in cash in a lump  
         sum (net of any required withholding taxes) within seventy   
         five (75) days after the close of Fiscal 2000.

    (d)  A participant (other than participants that are not either   
         United States citizens or permanently resident in the United 
         States) may elect to defer payment of his or her actual      
         incentive award for Fiscal 1999 by written notice submitted  
         to the Committee not later than thirty (30) days after the   
         date on which a participant has been provided notice of his  
         or her Target Award and the Plan Performance Objectives.  A  
         participant electing to defer may have his or her award paid 
         in one of the following ways:

         (i)  with the consent of the Committee, in a lump sum        
              payment or in a series of not less than five (5) nor    
              more than ten (10) installments commencing no earlier   
              that seventy five (75) days after the end of Fiscal     
              2000 and not later than sixty (60) days after the end   
              of the calendar year in which the participant           
              terminates his employment, whether by death,            
              disability, normal or early retirement, pursuant to the 
              Company's retirement plan, or any other reason; it      
              being understood that the Committee may, upon request   
              by a participant prior to his or her termination of     
              employment, in the Committee's sole discretion, deem    
              that any period of consultancy with the Company which   
              is commenced immediately upon a participant's           
              termination of employment is a continuation of          
              employment for purposes of this subparagraph (i) only;  
              or

         (ii) with the consent of the Committee, in a lump sum        
              payment on any other date or in a series of not less    
              than five (5) nor more than ten (10) installments       
              commencing on any other date as may be agreed upon by   
              the participant and the Committee; provided however,    
              should a participant terminate employment prior to such 
              agreed upon date, the Committee may, in its sole        
              discretion, pay all such participant's awards deferred  
              pursuant to this subparagraph (ii), plus interest       
              accrued thereon, to such participant no later than      
              sixty (60) days after the date of termination of        
              employment.

    All incentive awards hereunder, whether deferred or not, shall be 
    payable in cash (net of any required withholding of taxes).

    Notwithstanding the election to defer made by the participant     
    pursuant to the foregoing, the Committee in its sole discretion   
    may, upon the death or disability of a participant during Fiscal  
    1999 or Fiscal 2000 and who was still employed at the time of     
    such death or disability, pay  such participant's deferred awards 
    under this Plan plus accrued interest thereon to the participant  
    or to such participant's designated beneficiary (as applicable)   
    in a lump sum no later than sixty (60) days after the end of the  
    calendar year in which the participant's death or disability      
    occurs.

    A participant's deferred compensation account shall not be        
    trusted, nor will such account represent any obligation on the    
    part of the Company other than the contractual obligations        
    specified in the applicable award deferral agreement.  The        
    Company agrees to accrue interest on the participant's deferred   
    compensation account at the end of each month at a rate equal to  
    the prime rate being charged or quoted by Citibank on and as of   
    the first day of the particular calendar quarter in which such    
    month occurs.

    (e)  Notwithstanding any other provision of this Plan that may be 
         interpreted to the contrary, the Committee, in its sole      
         judgment and discretion, may determine, because of the       
         adverse impact of any tax or other laws, rules or            
         regulations upon the Company or for the advancement of any   
         other corporate purpose, interest or objective, that it is   
         necessary or desirable that all or some portion of the       
         incentive award otherwise payable to all or any similarly    
         situated group of participants in accordance with this Plan  
         be deferred until such time or times as payment of all or    
         some of such deferred amounts to the participant would not   
         subject the Company to any such adverse impact.  Further, it 
         is understood that, with respect to a participant who is a   
         "covered employee" within the meaning of Section 162(m) of   
         the Internal Revenue Code of 1986, as amended, payments of   
         incentive awards shall be automatically deferred to the      
         extent necessary until such time as either (i) payment of    
         all or a portion of any such deferred incentive awards can   
         be made to such an employee in a manner that will ensure     
         full tax deductibility therefor to the Company or (ii) such  
         employee ceases to be a "covered employee".  It is           
         understood that no participant in this Plan shall be         
         entitled to receive payment of any incentive award hereunder 
         or to be a participant in this Plan unless such participant  
         shall execute such documents as the Company shall provide    
         specifying that participation in the Plan is conditional     
         upon the participant's understanding and acceptance of the   
         discretionary authority granted to the Committee pursuant to 
         this Section 7(e) and Section 9 hereof.  In the event of an  
         automatic deferral of all or any portion of a participant's  
         incentive award pursuant to this Section 7(e), any such      
         deferred amounts shall accrue interest until paid at the     
         rate set forth in the last sentence of Section 7(d).

8.  Change in Control.
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    (a)  For purposes of the Plan, "Change in Control" means the      
         occurrence of any one of the following events:

         (i)  any "person" (as such term is defined in Section        
              3(a)(9) of the Securities Exchange Act of 1934 (the     
              "Exchange Act") and as used in Sections 13(d)(3) and    
              14(d)(2) of the Exchange Act) is or becomes a           
              "beneficial owner" (as defined in Rule 13d-3 under the  
              Exchange Act), directly or indirectly, of securities of 
              the Company representing 20% or more of the combined    
              voting power of the Company's then outstanding          
              securities eligible to vote for the election of the     
              Board of Directors (the "Company Voting Securities");   
              provided, however, that the event described in this     
              subparagraph (i) shall not be deemed to be a Change in  
              Control by virtue of any of the following acquisitions: 
              (A) by the Company or any subsidiary of the Company,    
              (B) by any employee benefit plan sponsored or           
              maintained by the Company or any subsidiary of the      
              Company, (C) by any underwriter temporarily holding     
              securities pursuant to an offering of such securities,  
              (D) pursuant to a Non-Control Transaction (as defined   
              in subparagraph (iii) below), (E) with respect to any   
              specific participant, pursuant to any acquisition by    
              the participant or any group of persons including the   
              participant, or (F) except as provided in subparagraph  
              (iii) below, in which Company Voting Securities are     
              acquired from the Company, if a majority of the Board   
              approves a resolution providing expressly that such     
              acquisition does not constitute a Change in Control     
              under this subparagraph (i);

         (ii) individuals who, on the date of adoption of this        
              Executive Incentive Compensation Plan, constitute the   
              Board of Directors (the "Incumbent Board") cease for    
              any reason to constitute at least a majority thereof,   
              provided that any person becoming a director subsequent 
              to the date of adoption of this Executive Incentive     
              Compensation Plan, whose election, or nomination for    
              election, by the Company's stockholders was approved by 
              a vote of at least a majority of the directors          
              comprising the Incumbent Board (either by a specific    
              vote or by approval of the proxy statement of the       
              Company in which such person is named as a nominee for  
              director, without objection to such nomination) shall   
              be, for purposes of this paragraph (ii), considered as  
              though such person were a member of the Incumbent       
              Board; provided, however, that no individual initially  
              elected or nominated as a director of the Company as a  
              result of an actual or threatened election contest with 
              respect to directors or any other actual or threatened  
              solicitation of proxies or consents by or on behalf of  
              any person other than the Board of Directors shall be   
              deemed to be a member of the Incumbent Board;

         (iii)the consummation of a merger, consolidation, share      
              exchange or similar form of corporate reorganization of 
              the Company or any such type of transaction requiring   
              the approval of the Company's stockholders (whether for 
              such transaction or the issuance of securities in the   
              transaction or otherwise), or the consummation of the   
              direct or indirect sale or other disposition of all or  
              substantially all of the assets, of the Company (a      
              "Business Combination"), unless immediately following   
              such Business Combination:  (A) more than 50% of the    
              total voting power of the publicly traded corporation   
              resulting from such Business Combination (including,    
              without limitation, any corporation which directly or   
              indirectly has beneficial ownership of 100% of the      
              Company Voting Securities or all or substantially all   
              of the Company's assets) eligible to elect directors of 
              such corporation is represented by shares that were     
              Company Voting Securities immediately prior to such     
              Business Combination (either by remaining outstanding   
              or being converted), and such voting power is in        
              substantially the same proportion as the voting power   
              of such Company Voting Securities immediately prior to  
              the Business Combination, (B) no person (other than any 
              publicly traded holding company resulting from such     
              Business Combination, any employee benefit plan         
              sponsored or maintained by the Company (or the          
              corporation resulting from such Business Combination),  
              or any person which beneficially owned, immediately     
              prior to such Business Combination, directly or         
              indirectly, 20% or more of the Company Voting           
              Securities (a "Company 20% Stockholder")) becomes the   
              beneficial owner, directly or indirectly, of 20% or     
              more of the total voting power of the outstanding       
              voting securities eligible to elect directors of the    
              corporation resulting from such Business Combination    
              and no Company 20% Stockholder increases its percentage 
              of such total voting power, and (C) at least a majority 
              of the members of the board of directors of the         
              corporation resulting from such Business Combination    
              were members of the Incumbent Board at the time of the  
              approval of the Board of Directors of the execution of  
              the initial agreement providing for such Business       
              Combination (any transaction satisfying (A), (B) and    
              (C) immediately above a "Non-Control Transaction"); or 

         (iv) the stockholders of the Company approve a plan of       
              complete liquidation or dissolution of the Company.

    Notwithstanding the foregoing, a Change in Control of the Company 
    shall not be deemed to occur solely because any person acquires   
    beneficial ownership or more than 20% of the Company Voting       
    Securities as a result of the acquisition of Company Voting       
    Securities by the Company which, by reducing the number of        
    Company Voting Securities outstanding, increases the percentage   
    of shares beneficially owned by such person; provided that, if a  
    Change in Control of the Company would occur as a result of such  
    an acquisition by the Company (if not for the operation of this   
    sentence), and after the Company's acquisition such person        
    becomes the beneficial owner of additional Company Voting         
    Securities that increases the percentage of outstanding Company   
    Voting Securities beneficially owned by such person, then a       
    Change in Control of the of the Company shall occur.

    (b)  For purposes of the Plan, "Good Reason" with respect to a    
         participant means, without such participant's express        
         written consent, the occurrence of any of the following      
         events after a Change in Control:

         (i)  (1)  the assignment to such participant of any duties   
              or responsibilities (including reporting                
              responsibilities) inconsistent in any material and      
              adverse respect with the participant's duties and       
              responsibilities with the Company immediately prior to  
              such Change in Control (including any material and      
              adverse diminution of such duties or responsibilities), 
              it being understood that Good Reason shall not be       
              deemed to occur upon a change in duties or              
              responsibilities that is solely and directly a result   
              of the Company no longer being a publicly traded        
              entity, and does not involve any other event set forth  
              in this paragraph (b) or (2) a material and adverse     
              change in such participant's titles or offices with the 
              Company as in effect immediately prior to such Change   
              in Control;

         (ii) a reduction by the Company in such participant's rate   
              of annual base salary or target annual bonus or other   
              incentive compensation opportunity as in effect         
              immediately prior to such Change in Control or as the   
              same may be increased from time to time thereafter;

         (iii)any requirement of the Company that such participant    
              (1) notwithstanding his or her objection, be based      
              anywhere more than fifty (50) miles from the location   
              where the participant's employment is located at the    
              time of the Change in Control or (2) travel on Company  
              business to an extent substantially greater than the    
              travel obligations of the participant immediately prior 
              to such Change in Control; or

         (iv) the failure of the Company to (1) continue in effect    
              any employee benefit plan or compensation plan in which 
              such participant is participating immediately prior to  
              such Change in Control (including the taking of any     
              action by the Company which would adversely affect the  
              participant's participation in or materially reduce the 
              participant benefits under any such plan), unless the   
              participant is permitted to participate in other plans  
              providing the participant with substantially comparable 
              benefits, (2) provide such participant and the          
              participant's dependents with welfare benefits in       
              accordance with the most favorable plans, practices,    
              programs and policies of the Company and its affiliated 
              companies in effect for the participant immediately     
              prior to such Change in Control or provide              
              substantially comparable benefits at a substantially    
              comparable cost to the participant, (3) provide fringe  
              benefits in accordance with the most favorable plans,   
              practices, programs and policies of the Company and its 
              affiliated companies in effect for such participant     
              immediately prior to such Change in Control, or provide 
              substantially comparable fringe benefits, or (4)        
              provide such participant with paid vacation in          
              accordance with the most favorable plans, policies,     
              programs and practices of the Company and its           
              affiliated companies as in effect for the participant   
              immediately prior to such Change in Control (including  
              crediting the participant with all service credited to  
              him or her for such purpose prior to the Change in      
              Control), unless the failure to provide such paid       
              vacation is a result of a policy uniformly applied by   
              the entity acquiring the Company to its employees.

         Notwithstanding the foregoing portions of this paragraph     
         (b), an isolated and inadvertent action taken in good faith  
         and which is remedied by the Company within ten (10) days    
         after receipt of notice thereof given by the participant     
         shall not constitute Good Reason.  The participant must      
         notify the Company of an event constituting Good Reason      
         within ninety (90) days following his or her knowledge of    
         its existence or such event shall not constitute Good Reason 
         under the Plan.

    (c)  For purposes of the Plan, "Cause" means with respect to a    
         participant (i) the willful and continued failure of such    
         participant substantially to perform his or her duties with  
         the Company (other than any failure due to physical or       
         mental incapacity) after a demand for substantial            
         performance is delivered to him or her by the Committee      
         which specifically identifies the manner in which the        
         Committee believes he has not substantially performed his or 
         her duties or (ii) willful misconduct materially and         
         demonstrably injurious to the Company.  No act or failure to 
         act by a participant shall be considered "willful" unless    
         done or omitted to be done by him or her not in good faith   
         and without reasonable belief that his or her action or      
         omission was in the best interest of the Company.  The       
         unwillingness of a participant to accept any condition or    
         event which would constitute Good Reason under paragraph (b) 
         of this Section 8 may not be considered by the Committee to  
         be a failure to perform or misconduct by a participant.  The 
         Company must notify the participant of an event constituting 
         Cause within ninety (90) days following its knowledge of the 
         event's existence or such event shall not constitute Cause   
         under the Plan.

    (d)  If a Change in Control of the Company occurs at any time     
         during Fiscal 1999 or Fiscal 2000, and a participant's       
         employment with the Company and its subsidiaries is          
         terminated at any time after such Change of Control but on   
         or prior to the last day of Fiscal 2000 and such             
         termination is effected (i) by the Company (other than for   
         Cause, disability (within the meaning of the Company's long- 
         term disability plan) or mandatory retirement) or (ii) by    
         the participant for Good Reason, then (in event of the       
         foregoing) such participant shall be paid, within thirty     
         (30) days following such termination of employment, a lump   
         sum cash amount (net of any required withholding taxes)      
         equal to such participants Target Award for Fiscal 1999.     
         Further, with respect to a situation in which an incentive   
         award under this Plan has been deferred (whether voluntarily 
         by a participant, by action of the Committee or by operation 
         of the terms of this Plan), if a Change in Control of the    
         Company occurs after the end of Fiscal 2000 but prior to the 
         payment or distribution to a participant of any such         
         incentive award, and a participant's employment with the     
         Company and its subsidiaries is terminated after the end of  
         the Fiscal 2000 and after such Change of Control occurs and  
         such termination is effected (i) by the Company (other than  
         for cause, disability (within the meaning of the Company's   
         long-term disability plan) or mandatory retirement) or (ii)  
         by the participant for Good Reason, then (in the event of    
         all of the foregoing) such participant shall be paid, within 
         thirty (30) days following such termination of employment, a 
         lump sum cash amount (net of any required withholding taxes) 
         equal to such participant's Target Award for Fiscal 1999     
         notwithstanding any such deferral.

    (e)  In the event a Change in Control of the Company occurs at    
         any time during Fiscal 1999 or Fiscal 2000, each participant 
         who thereafter remains employed by the Company as of the end 
         of Fiscal 2000 shall receive, in lieu of any other amounts   
         payable hereunder, an annual incentive award under this Plan 
         with respect to Fiscal 1999 equal to two (2) times his or    
         her Target Award for Fiscal 1999.

    (f)  Notwithstanding anything in this Plan to the contrary, this  
         Section 8 may not be amended, modified or terminated in a    
         manner adverse to the participants during a period of one    
         year and two (2) months immediately following a Change in    
         Control of the Company.

    (g)  Notwithstanding anything in paragraph (c) of Section 5 to    
         the contrary, in the event a Change in Control of the        
         Company occurs during Fiscal 1999 or Fiscal 2000 then, at    
         any time during or with respect to the remainder of Fiscal   
         1999 or Fiscal 2000, the Committee may not adjust            
         Performance Objectives or Target Awards hereunder in any     
         manner adverse to any one or more of the participants.

    (h)  Anything in this Plan to the contrary notwithstanding, in    
         the event it shall be determined that any payment or         
         distribution by the Company of an incentive award pursuant   
         to this Section 8 (any such award referred to herein as a    
         "Change of Control Payment") to or for the benefit of a      
         participant (determined without regard to any additional     
         payments required under this paragraph (h)) would be subject 
         to the excise tax imposed by Section 4999 of the Internal    
         Revenue Code of 1986, as amended, or any interest or         
         penalties are incurred by a participant with respect to such 
         excise tax (such excise tax, together with any such interest 
         and penalties, are hereinafter collectively referred to as   
         the "Excise Tax"), then the participant shall be entitled to 
         receive an additional payment (a "Gross-Up Payment") in an   
         amount such that, after payment by the participant of all    
         taxes, including any interest or penalties imposed with      
         respect to such taxes (including, without limitation, any    
         income and employment taxes, and any interest and penalties  
         imposed with respect thereto, and Excise Tax imposed upon    
         the Gross-Up Payment), the participant retains an amount of  
         the Gross-Up Payment equal to the Excise Tax imposed upon    
         the Change of Control Payment made to the participant        
         pursuant to this Plan.  For purposes of determining the      
         amount of the Gross-Up Payment, a participant shall be       
         deemed to pay federal income taxes at the highest marginal   
         rates of federal income taxation for the calendar year in    
         which the Gross-Up Payment is to be made and applicable      
         state and local income taxes at the highest marginal rate of 
         taxation for the calendar year in which the Gross-Up Payment 
         is to be made, net of the maximum reduction in federal       
         income taxes which could be obtained from deduction of such  
         state and local taxes.  All determinations required to be    
         made under this paragraph (h), including whether and when a  
         Gross-Up Payment is required and the amount of such Gross-Up 
         Payment and the assumptions to be utilized in arriving at    
         such determination, shall be made by the public accounting   
         firm that is retained by the Company as of the date          
         immediately prior to the Change in Control (the "Accounting  
         Firm"), which Accounting Firm shall provide detailed         
         supporting calculations both to the Company and the          
         participant within fifteen (15) business days of the receipt 
         of notice from the Company or the participant that there has 
         been a Change of Control Payment, or such earlier time as is 
         requested by the Company (collectively, the                  
         "Determination").  In the event that the Accounting Firm is  
         serving as accountant or auditor for the individual, entity  
         or group effecting the Change in Control, the participant    
         may appoint another nationally recognized public accounting  
         firm to make the determinations required hereunder (which    
         accounting firm shall then be referred to as the Accounting  
         Firm hereunder).  All fees and expenses of the Accounting    
         Firm shall be borne solely by the Company and the Company    
         shall enter into any reasonable agreement requested by the   
         Accounting Firm in connection with the performance of the    
         services hereunder.  The Gross-Up Payment under this         
         paragraph (h) should be made within thirty (30) days of any  
         Change of Control Payment.  If the Accounting Firm           
         determines that no Excise Tax is payable by the participant, 
         it shall furnish the participant with a written opinion that 
         failure to report the Excise Tax on the participant's        
         applicable federal income tax return would not result in the 
         imposition of a negligence or similar penalty.  The          
         Determination by the Accounting Firm shall be binding upon   
         the Company and the participant.  As a result of the         
         uncertainty in the application of Section 4999 of the Code   
         at the time of the Determination, it is possible that Gross- 
         Up Payments will be made by the Company which should not     
         have been made ("Overpayment"), consistent with the          
         calculations required to be made hereunder.  In the event    
         that the participant thereafter is required to make payment  
         of any additional Excise Tax, the Accounting Firm shall      
         determine the amount of the Underpayment that has occurred   
         and any such Underpayment (together with interest at the     
         rate provided in Section 1274(b)(2)(B) of the Code) shall be 
         promptly paid by the Company to or for the benefit of the    
         participant.  In the event the amount of the Gross-Up        
         Payment exceeds the amount necessary to reimburse the        
         participant for his Excise Tax, the Accounting Firm shall    
         determine the amount of the Overpayment that has been made   
         and any such Overpayment (together with interest at the rate 
         provided in Section 1274(b)(2) of the Code) shall be         
         promptly paid by the participant to or for the benefit of    
         the Company.  The participant shall cooperate, to the extent 
         his expenses are reimbursed by the Company, with any         
         reasonable requests by the Company in connection with any    
         contests or disputes with the Internal Revenue Service in    
         connection with the Excise Tax.  The provisions of this      
         paragraph (h) shall be coordinated with any substantially    
         similar provisions contained in any plan or agreement        
         covering the participant and calling for payment by the      
         Company (under appropriate circumstances) of any bonus,      
         award, benefit or other compensation, with the intent and    
         effect that the participant shall be made whole for the      
         effect of all Excise Taxes levied on the participant as a    
         consequence of payments made under such plans or agreements  
         but shall not receive any windfall or double payment.

         (i)  Any payments made by the Company to a participant       
              pursuant to either Sections 8(d) or 8(e) above shall be 
              deemed to be in lieu of and not in addition to any      
              amounts a participant might otherwise be entitled to    
              receive pursuant to the provisions of Section 7 hereof.
    
9.  Forfeiture of Awards.  The Committee may, in its sole discretion, 
    --------------------
    in the event of a serious breach of conduct by a participant      
    (including, without limitation, any conduct prejudicial to or in  
    conflict with the Company or its subsidiaries) or any activity of 
    a participant in competition with the business of the Company or  
    any subsidiary, (i) cancel any incentive award, in whole or in    
    part, whether or not vested or deferred, and/or (ii) if such      
    conduct or activity occurs within one (1) year following the      
    payment of any incentive award, require the participant to repay  
    to the Company some or all of the amount of any incentive award.  
    Such cancellation or repayment obligation shall be effective as   
    of the date specified by the Committee, and the Committee may     
    provide for an offset to any future payments owed by the Company  
    or any subsidiary to the participant under this Plan if necessary 
    to satisfy the repayment obligation.  The determination of        
    whether a participant has engaged in a serious breach of conduct  
    or any activity in competition with the business of the Company   
    or any subsidiary shall be determined by the Committee in good    
    faith and in its sole discretion.

10.  Miscellaneous.
     -------------

    (a)  By action of the Board of Directors, the Plan may be amended 
         at any time and from time to time, or terminated at any      
         time, provided, however, that no such amendment shall divest 
         any participant of rights which have been accrued under the  
         Plan.

    (b)  The rights of a participant under the Plan are personal to   
         the participant and to any person or persons who may become  
         entitled to distributions or payments under the Plan by      
         reason of the death of the participant, and the rights of    
         the participant or any such person under the Plan shall not  
         be subject to voluntary or involuntary alienation,           
         assignment or transfer by the participant or any such person 
         or persons.

    (c)  The obligations of the Company under the Plan shall be       
         binding upon any successor corporation or organization which 
         shall succeed to substantially all of the assets and         
         business of the Company and the term "Company" wherever used 
         in this Plan shall mean and include any such corporation or  
         organization after such succession.

    (d)  No participant shall have any right to be retained in the    
         employ of the Company by virtue  of participation in the     
         Plan.

    (e)  If, at any time prior to the payment or delivery of any      
         incentive awards under this Plan, mandatory wage controls    
         are in effect which, in the opinion of counsel to the        
         Company, are applicable to this Plan and would make such     
         incentive awards or the payments or delivery thereof in      
         accordance with the Plan illegal, the Committee shall reduce 
         the amount of such incentive awards, payments or deliveries  
         in such manner and to such extent (including elimination of  
         such incentive awards) as, in its sole judgment, are         
         necessary or advisable in order to comply with such          
         applicable law.  If, at any time prior to such payment or    
         delivery under the Plan, voluntary wage controls are in      
         effect under any federal policy with respect to wage         
         controls and if any such incentive awards or the payments or 
         delivery thereof as provided for in the Plan would, in the   
         opinion of counsel to the Company, exceed applicable         
         guidelines established under such voluntary controls, the    
         Committee may, in its absolute discretion and if it deems it 
         to be in the interest of the Company, reduce or eliminate    
         the amount of such incentive awards, payments or deliveries  
         in such manner and to such extent as it deems advisable.

    (f)  This Plan is intended to constitute an "unfunded" plan for   
         incentive and deferred compensation.  Nothing contained in   
         this Plan shall give the participants any rights with        
         respect to any incentive award that are greater than those   
         of a general creditor of the Company.

    (g)  This Plan sets forth all of the terms and conditions         
         applicable to its subject matter and no other prior or       
         future plan, agreement or understanding, whether written or  
         oral, shall have any effect on the interpretation, validity  
         or enforceability hereof.

    (h)  Unless the context otherwise requires, words in the singular 
         include the plural and words in the plural include the       
         singular.

    (i)  The Plan shall be governed by and construed in accordance    
         with the laws of the State of New York, regardless of the    
         effect of such state's conflict of laws principles.

     IN WITNESS WHEREOF, Mallinckrodt Inc. has caused this instrument
to be executed, effective as of August 11, 1998.

                                 Mallinckrodt Inc.

                                 By:   C. RAY HOLMAN
                                       ----------------------------
                                 Its:  Chairman and Chief Executive   
                                       Officer

(Corporate Seal)


ATTEST:


By:  ROGER A. KELLER
     -------------------------
Its: Vice President, Secretary
     and General Counsel