Exhibit 10.27


 


TYCO SUPPLEMENTAL SAVINGS


AND RETIREMENT PLAN


 


Amended and Restated Effective


 


January 1, 2005


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  Purpose

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1.

  	
  Supplemental
  Executive Retirement Plan

  	
   

  
	
  1.2.

  	
  Deferred
  Compensation Plan

  	
   

  
	
  1.3.

  	
  Compliance with Code
  Section 409A

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1.

  	
  Account

  	
   

  
	
  2.2.

  	
  Base Salary

  	
   

  
	
  2.3.

  	
  Base Salary
  Deferral

  	
   

  
	
  2.4.

  	
  Beneficiary(ies)

  	
   

  
	
  2.5.

  	
  Board

  	
   

  
	
  2.6.

  	
  Bonus
  Compensation

  	
   

  
	
  2.7.

  	
  Bonus
  Compensation Deferral

  	
   

  
	
  2.8.

  	
  Cause

  	
   

  
	
  2.9.

  	
  Change of
  Control

  	
   

  
	
  2.10.

  	
  Code

  	
   

  
	
  2.11.

  	
  Commission
  Compensation

  	
   

  
	
  2.12.

  	
  Commission
  Compensation Deferral

  	
   

  
	
  2.13.

  	
  Company

  	
   

  
	
  2.14.

  	
  Company Credit

  	
   

  
	
  2.15.

  	
  Compensation

  	
   

  
	
  2.16.

  	
  Compensation
  Deferral

  	
   

  
	
  2.17.

  	
  Disability

  	
   

  
	
  2.18.

  	
  Discretionary
  Credit

  	
   

  
	
  2.19.

  	
  Effective
  Date and Amendment Effective Date

  	
   

  
	
  2.20.

  	
  Eligible
  Employee

  	
   

  
	
  2.21.

  	
  Enrollment and Payment
  Agreement

  	
   

  
	
  2.22.

  	
  Exchange Act

  	
   

  
	
  2.23.

  	
  Fiscal Year

  	
   

  
	
  2.24.

  	
  In-Service
  Payment

  	
   

  
	
  2.25.

  	
  Matching
  Credit

  	
   

  
	
  2.26.

  	
  Maximum
  Matching Percentage

  	
   

  
	
  2.27.

  	
  Measurement
  Funds

  	
   

  
	
  2.28.

  	
  Participant

  	
   

  
	
  2.29.

  	
  Plan

  	
   

  
	
  2.30.

  	
  Plan
  Administrator

  	
   

  
	
  2.31.

  	
  Plan Year

  	
   

  
	
  2.32.

  	
  Responsible
  Company

  	
   

  
	
  2.33.

  	
  Retirement

  	
   

  
	
  2.34.

  	
  RSIP

  	
   

  
	
  2.35.

  	
  RSIP Election

  	
   

  
	
  2.36.

  	
  SERP

  	
   

  
	
  2.37.

  	
  Spillover
  Deferrals

  	
   

  
	
  2.38.

  	
  Termination
  Date

  	
   

  



 


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  2.39.

  	
  Termination
  Payment

  	
   

  
	
  2.40.

  	
  TIL

  	
   

  
	
  2.41.

  	
  Year of
  Service

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  Administration

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1.

  	
  Plan
  Administrator

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  Eligibility for
  Participation

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1.

  	
  Current
  Eligible Employees

  	
   

  
	
  4.2.

  	
  Future
  Employees

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  Basic Deferral
  Participation

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1.

  	
  Election
  to Participate

  	
   

  
	
  5.2.

  	
  Amount
  of Deferral Election

  	
   

  
	
  5.3.

  	
  Deferral
  Limits

  	
   

  
	
  5.4.

  	
  Period of
  Commitment

  	
   

  
	
  5.5.

  	
  Change of
  Status

  	
   

  
	
  5.6.

  	
  Vesting of
  Compensation Deferrals

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  Spillover
  Participation/Matching, Company and Discretionary Credits

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1.

  	
  Spillover
  Election

  	
   

  
	
  6.2.

  	
  Matching
  Credits

  	
   

  
	
  6.3.

  	
  Company
  Credits

  	
   

  
	
  6.4.

  	
  Discretionary
  Credits

  	
   

  
	
  6.5.

  	
  Vesting
  of Matching, Company and Discretionary Credits

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  Participant
  Account

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1.

  	
  Establishment
  of Account

  	
   

  
	
  7.2.

  	
  Earnings
  (or Losses) on Account

  	
   

  
	
  7.3.

  	
  Valuation
  of Account

  	
   

  
	
  7.4.

  	
  Statement
  of Account

  	
   

  
	
  7.5.

  	
  Payments
  from Account

  	
   

  
	
  7.6.

  	
  Separate
  Accounting

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
  Payments to Participants

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1.

  	
  Annual
  Election

  	
   

  
	
  8.2.

  	
  Change in
  Election

  	
   

  
	
  8.3.

  	
  Cash-Out
  Payments

  	
   

  
	
  8.4.

  	
  Death
  or Disability Benefit

  	
   

  
	
  8.5.

  	
  Valuation
  of Payments

  	
   

  
	
  8.6.

  	
  Unforeseeable
  Emergency

  	
   

  
	
  8.7.

  	
  Withholding
  Taxes

  	
   

  



 


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  8.8.

  	
  Effect of
  Payment

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  Claims
  Procedures

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1.

  	
  Claim

  	
   

  
	
  9.2.

  	
  Claim Decision

  	
   

  
	
  9.3.

  	
  Request for
  Review

  	
   

  
	
  9.4.

  	
  Review of
  Decision

  	
   

  
	
  9.5.

  	
  Special
  Appeals Committee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  10.1.

  	
  Protective
  Provisions

  	
   

  
	
  10.2.

  	
  Inability
  to Locate Participant or Beneficiary

  	
   

  
	
  10.3.

  	
  Designation
  of Beneficiary

  	
   

  
	
  10.4.

  	
  No
  Contract of Employment

  	
   

  
	
  10.5.

  	
  No Limitation on
  Company Actions

  	
   

  
	
  10.6.

  	
  Obligations
  to Company

  	
   

  
	
  10.7.

  	
  No Liability for
  Action or Omission

  	
   

  
	
  10.8.

  	
  Nonalienation
  of Benefits

  	
   

  
	
  10.9.

  	
  Liability
  for Benefit Payments

  	
   

  
	
  10.10.

  	
  TIL Guarantee

  	
   

  
	
  10.11.

  	
  Unfunded
  Status of Plan

  	
   

  
	
  10.12.

  	
  Forfeiture
  for Cause

  	
   

  
	
  10.13.

  	
  Governing Law

  	
   

  
	
  10.14.

  	
  Severability
  of Provisions

  	
   

  
	
  10.15.

  	
  Headings
  and Captions

  	
   

  
	
  10.16.

  	
  Gender,
  Singular and Plural

  	
   

  
	
  10.17.

  	
  Notice

  	
   

  
	
  10.18.

  	
  Amendment
  and Termination

  	
   

  
	
  10.19.

  	
  Delay of
  Payment for Specified Employees

  	
   

  
	
  10.20.

  	
  Special
  Rule Regarding Election Changes in 2005

  	
   

  



 


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TYCO SUPPLEMENTAL SAVINGS AND


RETIREMENT PLAN


 


Amended and Restated Effective


 


January 1, 2005


 


 


ARTICLE I


 


Purpose


 


1.1.          Supplemental
Executive Retirement Plan.  Tyco
International (US) Inc. previously established and maintained the Tyco
International (US) Supplemental Executive Retirement Plan (“SERP”).  The purpose of the SERP was to provide
certain of the key employees of Tyco International (US) Inc. and the key
employees of its parents, subsidiaries and affiliates with benefits intended to
make up for amounts that could not be contributed on their behalf as matching
contributions under the Tyco International (US) Inc. Retirement Savings and
Investment Plan (“RSIP”) due to certain restrictions applicable under the
Internal Revenue Code of 1986, as amended (the “Code”).  In connection with the amendment and
restatement of this Plan (as defined below), and in light of the enactment of Code
Section 409A, the SERP was frozen as of December 31, 2004; benefits accrued
under that plan as of December 31, 2004 will remain payable in accordance with
its current terms (subject to any changes made in such terms for benefits not
vested as of December 31, 2004 in order to comply with the provisions of Code
Section 409A and regulations thereunder), but there will be no further benefit
accruals under the SERP from and after December 31, 2004.


 


1.2.          Deferred
Compensation Plan.  TME Management
Corp. adopted the Tyco Deferred Compensation Plan, effective April 1, 1994, to
allow a select group of key management or other highly compensated employees of
the Company and its parents, affiliates and subsidiaries to defer the receipt
of compensation that would otherwise be payable to them. TME Management Corp.
hereby amends and restates the Tyco Deferred Compensation Plan, effective as of
January 1, 2005, to (i) rename it the Tyco Supplemental Savings and Retirement
Plan (“Plan”), (ii) change certain of the Plan’s provisions applicable to
future deferred compensation elections, and (iii) provide for additional
benefits intended to make up for contributions that cannot be made under the
RSIP for the benefit of certain key employees due to certain restrictions applicable
under the Code.  TME Management Corp.
intends that the Plan shall at all times be maintained on an unfunded basis for
federal income tax purposes under the Code, and administered as a
non-qualified, “top hat” plan exempt from the substantive requirements of the
Employee Retirement Income Security of 1974, as amended (“ERISA”).  The provisions of this Plan as herein amended
and restated shall apply to Base Salary Deferrals, Commission Compensation
Deferrals, Spillover


 


1





















 


Deferrals,
Matching Credits, Company Credits and Discretionary Credits for Plan Years
beginning on or after January 1, 2005, to Bonus Compensation Deferrals for
Fiscal Years beginning on or after October 1, 2004, and to any earnings credited
thereon.  Prior deferrals under the Tyco
Deferred Compensation Plan and earnings thereon shall continue to be
administered in accordance with the terms of the Tyco Deferred Compensation
Plan as in effect prior to this amendment and restatement and with any
elections made thereunder.


 


1.3.          Compliance
with Code Section 409A.  The terms of
this Plan are intended to, and shall be interpreted and applied so as to,
comply in all respects with the provisions of Code Section 409A and regulations
and rulings thereunder.


 


ARTICLE II


 


Definitions


 


For ease of reference, the following definitions will
be used in the Plan:


 


2.1.          Account.  “Account” means the account maintained on the
books of the Company used solely to calculate the amount payable to each
Participant who defers Compensation under this Plan or is otherwise entitled to
a benefit under Article VI and shall not constitute a separate fund of assets.


 


2.2.          Base
Salary.  “Base Salary” means the
annual rate of base salary paid to each Participant as of any date of reference
before any reduction for any amounts
deferred by the Participant pursuant to Section 401(k) or Section 125 of the
Code, or pursuant to this Plan or any other non-qualified plan which permits
the voluntary deferral of compensation.


 


2.3.          Base
Salary Deferral.  “Base Salary
Deferral” means that portion of Base Salary as to which a Participant has made
an election to defer receipt pursuant to Article V.


 


2.4.          Beneficiary(ies).  “Beneficiary” or “Beneficiaries” means the
person or persons designated by the Participant to receive payments under this
Plan in the event of the Participant’s death as provided in Section 10.3.


 


2.5.          Board.  “Board” means the Board of Directors of TIL.


 


2.6.          Bonus
Compensation.  “Bonus Compensation”
means any annual performance-based cash bonus or incentive compensation payable
to a Participant as of any date of reference before
any reduction for any amounts deferred by the Participant pursuant to Section
401(k) or Section 125 of the Code, or pursuant to this Plan or any other
non-qualified plan which permits the voluntary deferral of compensation.  Bonus Compensation shall not include any
special or one-time bonus payment or any amount paid under any equity incentive
plan (other than


 


2





















 


the
Annual Performance Bonus paid under the Tyco International Ltd. 2004 Stock and
Incentive Plan).


 


2.7.          Bonus
Compensation Deferral.  “Bonus
Compensation Deferral” means that portion of Bonus Compensation as to which a
Participant has made an election to defer receipt pursuant to Article V.


 


2.8.          Cause.  “Cause” means a Participant’s (i) substantial
failure or refusal to perform duties and responsibilities of his or her job as
required by the Company, (ii) violation of any fiduciary duty owed to the
Company, (iii) conviction of a felony or misdemeanor, (iv) dishonesty, (v)
theft, (vi) violation of Company rules or policy, or (vii) other egregious
conduct, that has or could have a serious and detrimental impact on the Company
and its employees.  The Plan
Administrator, in its sole and absolute discretion, shall determine Cause.  Examples of “Cause” may include, but are not
limited to, excessive absenteeism, misconduct, insubordination, violation of
Company policy, dishonesty, and deliberate unsatisfactory performance (e.g.,
Employee refuses to improve deficient performance).


 


2.9.          Change
of Control.  “Change of Control”
means any of the following events:


 


(i)            any
“person” (as defined in Section 13(d) and 14(d) of the Exchange Act), excluding
for this purpose, (i) TIL or any subsidiary company (wherever incorporated) of
TIL as defined by Section 86 of the Companies Act 1981 of Bermuda, as amended
(a “Subsidiary”) or (ii) any employee benefit plan of TIL or any Subsidiary (or
any person or entity organized, appointed or established by TIL for or pursuant
to the terms of any such plan that acquires beneficial ownership of voting
securities of TIL), is or becomes the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act) directly or indirectly of securities of TIL
representing more than 30 percent of the combined voting power of TIL’s then
outstanding securities; provided, however, that no Change of Control will be
deemed to have occurred as a result of a change in ownership percentage
resulting solely from an acquisition of securities by TIL;


 


(ii)           persons
who, as of the Amendment Effective Date, constitute the Board (the “Incumbent
Directors”) cease for any reason (including without limitation, as a result of
a tender offer, proxy contest, merger or similar transaction) to constitute at
least a majority thereof, provided that any person becoming a Director of TIL
subsequent to the Amendment Effective Date shall be considered an Incumbent
Director if such person’s election or nomination for election was approved by a
vote of at least 50 percent of the Incumbent Directors; but provided further,
that any such person whose initial assumption of office is in connection with
an actual or threatened proxy contest relating to the election of members of
the Board or other actual or threatened solicitation of proxies or consents by
or on behalf of a “person” (as defined in Section 13(d) and 14(d) of the
Exchange Act) other than the Board, including by reason of agreement


 


3





















 


intended
to avoid or settle any such actual or threatened contest or solicitation, shall
not be considered an Incumbent Director;


 


(iii)          consummation
of a reorganization, merger or consolidation or sale or other disposition of at
least 80 percent of the assets of TIL (a “Business Combination”), in each case,
unless, following such Business Combination, all or substantially all of the
individuals and entities who were the beneficial owners of outstanding voting
securities of TIL immediately prior to such Business Combination beneficially
own directly or indirectly more than 50 percent of the combined voting power of
the then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the company resulting from such
Business Combination (including, without limitation, a company which, as a
result of such transaction, owns TIL or all or substantially all of TIL’s
assets either directly or through one or more Subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Business
Combination, of the outstanding voting securities of TIL; or


 


(iv)         
approval by the stockholders of TIL of a complete liquidation or dissolution of
TIL.


 


2.10.        Code.  “Code”
means the Internal Revenue Code of 1986, as amended (and any regulations
thereunder).


 


2.11.        Commission Compensation.  “Commission Compensation” means any
commission earned by a Participant as of any date of reference before any reduction for any amounts deferred by
the Participant pursuant to Section 401(k) or Section 125 of the Code, or
pursuant to this Plan or any other non-qualified plan which permits the
voluntary deferral of compensation.


 


2.12.        Commission Compensation Deferral.  “Commission Compensation Deferral” means that
portion of Commission Compensation as to which a Participant has made an
election to defer receipt pursuant to Article V.


 


2.13.        Company.  “Company”
means TME Management Corp., a Delaware corporation, its parents, subsidiaries,
affiliates and successors (excluding any parent, subsidiary or affiliate that
has not been approved by TME Management Corp. for participation in this
Plan).  Where the context so requires, “Company”
used in reference to a Participant means the specific entity that is part of
the Company as defined herein that employs the Participant at any relevant
time.


 


2.14.        Company Credit. 
“Company Credit” means an amount credited by the Company for the benefit
of a Participant pursuant to Section 6.3.


 


2.15.        Compensation.  “Compensation”
means an Eligible Employee’s (i) Base Salary as in effect from time to time
during a Plan Year, (ii) Commission Compensation earned during a Plan Year and
(iii) Bonus Compensation earned


 


4





















 


for
an applicable Fiscal Year.  In no event
shall any of the following items be treated as Compensation hereunder:  (i) Payments from this Plan or any other
Company nonqualified deferred compensation plan; (ii) income from the exercise
of non-qualified stock options, from the disqualifying disposition of incentive
stock options, or realized upon vesting of restricted stock or the delivery of
shares in respect of restricted stock units (or other similar items of income
related to equity compensation grants or exercises); (iii) reimbursement for
moving expenses or other relocation expenses; (iv) mortgage interest
differentials; (v) payment for reimbursement of taxes; or (vi) international
assignment premiums, allowances or other reimbursements, or (vii) any other
payments as determined by the Plan Administrator in its sole discretion.


 


2.16.        Compensation Deferral. 
“Compensation Deferral” means that portion of Compensation as to which a
Participant has made an annual irrevocable election to defer receipt pursuant
to Article V or Section 6.1.  A
Participant’s Compensation Deferral may consist of Base Salary Deferrals, Bonus
Compensation Deferrals, Commission Compensation Deferrals, Spillover Deferrals,
or a combination, as applicable to the Participant.


 


2.17.        Disability.  “Disability”
means that a Participant either (i) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, or (ii) by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, is receiving (and has received for at least three months)
income replacement benefits under any Company-sponsored disability benefit
plan.  A Participant who has been
determined to be eligible for Social Security disability benefits shall be
presumed to have a Disability as defined herein.


 


2.18.        Discretionary Credit. 
“Discretionary Credit” means any amount credited to a Participant’s
Account under Section 6.4.


 


2.19.        Effective Date and Amendment Effective Date.  “Effective Date” means the original effective
date of the Plan, which is April 1, 1994. 
“Amendment Effective Date” means the effective date of this amendment
and restatement of the Plan, which is January 1, 2005.


 


2.20.        Eligible Employee. 
“Eligible Employee” for all purposes under this Plan other than eligibility
for a Company Credit under Section 6.3 includes any employee of the Company who
is (i) a U.S. citizen or a resident alien permanently assigned to work in the
United States, (ii) paid on the United States payroll (other than Puerto Rico),
(iii) either (a) subject to the requirements of section 16(a) of the Exchange
Act, (b) included in career bands 1-3 of the Company’s pay scale, or (c)
included in career band 4 of the Company’s pay scale and nominated by the
Company for participation in this Plan, (iv) paid a Base


 


5





















 


Salary
for a relevant Plan Year that exceeds the “highly compensated employee” dollar
threshold under Section 414(q)(1)(B) for such year and (v) has management
responsibility.  An Eligible Employee who
was barred from electing further deferrals under the Tyco Deferred Compensation
Plan (as in effect prior to January 1, 2005) as the result of making a
withdrawal election under Section 4.4 thereof shall be reinstated as an
Eligible Employee as of the Amendment Effective Date.  Solely for purposes of determining
eligibility for Company Credits under Section 6.3, “Eligible Employee” includes
any employee of the Company who meets the requirements set forth in (i) and
(ii) above and who, for a relevant Plan Year, is paid Compensation in excess of
the limitation on includible compensation under Section 401(a)(17) of the Code.


 


2.21.        Enrollment and Payment Agreement.  “Enrollment and Payment Agreement” means the
authorization form that an Eligible Employee files with the Plan Administrator
to elect a Compensation Deferral under the Plan for a Plan Year, and/or to
elect the timing and form of distribution for Company Credits or Discretionary
Credits for a Plan Year.


 


2.22.        Exchange Act.  “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


2.23.        Fiscal Year.  “Fiscal
Year” means the Company’s fiscal year, which is the 52- or 53-week period
ending on the Friday nearest September 30 of each calendar year.


 


2.24.        In-Service Payment. 
“In-Service Payment” has the meaning set forth in Section 8.1.


 


2.25.        Matching Credit. 
“Matching Credit” means an amount credited to a Participant’s Account
under Section 6.2.


 


2.26.        Maximum
Matching Percentage.  “Maximum Matching Percentage” for any Plan
Year means the maximum matching contribution percentage available under the
RSIP for such Plan Year (disregarding any limit on the amount of matching
contributions to the RSIP imposed as a result of the operation of the
limitations in Section 401(a)(17), Section 402(g) or Section 415(c) of the
Code); provided, that for any Participant who is employed by ADT or an ADT
business unit, the Maximum Matching Percentage hereunder for any Plan Year
shall be the maximum matching contribution percentage applicable to such
Participant under the plan formula of the RSIP in which he or she participates.


 


2.27.        Measurement Funds. 
“Measurement Funds” means one or more of the independently established
funds or indices that are identified by the Plan Administrator.  These Measurement Funds are used solely to
calculate the earnings that are credited to each Participant’s Account(s) in
accordance with Article VII below, and do not represent any beneficial interest
on the part of the


 


6





















 


Participant
in any asset or other property of the Company. 
The determination of the increase or decrease in the performance of each
Measurement Fund shall be made by the Plan Administrator in its reasonable
discretion.  Measurement Funds may be
replaced, new funds may be added, or both, from time to time in the discretion
of the Plan Administrator; provided, that if the Measurement Funds hereunder
correspond with funds available for investment under the RSIP, then, unless the
Plan Administrator otherwise determines in its discretion, any addition,
removal or replacement of investment funds under the RSIP shall automatically
result in a corresponding change to the Measurement Funds hereunder.


 


2.28.        Participant.  “Participant”
means any employee who satisfies the eligibility requirements set forth in
Article IV.  In the event of the death or
incompetency of a Participant, the term means his or her personal
representative or guardian.


 


2.29.        Plan.  “Plan”
means this Plan, entitled the Tyco Supplemental Savings and Retirement Plan, as
amended and restated herein, and as amended from time to time hereafter.


 


2.30.        Plan Administrator. 
“Plan Administrator” means the administrative committee appointed by
Tyco International (US) Inc. to manage and administer the Plan (or, where the
context so requires, any delegate of the Plan Administrator).


 


2.31.        Plan Year.  “Plan
Year” means the 12 month period beginning on each January 1 and ending on the
following December 31.


 


2.32.        Responsible Company. 
“Responsible Company” has the meaning assigned to that term in Section
10.9.


 


2.33.        Retirement.  “Retirement”
means termination of Company employment (other than for Cause) (i) after
attaining age 55 and (ii) with a combination of age and Years of Service at
termination totaling at least sixty.


 


2.34.        RSIP.  “RSIP”
means any one of the Tyco International (US) Inc. Retirement Savings and
Investment Plans (or any successor plan) applicable to a Participant.


 


2.35.        RSIP Election.  “RSIP
Election” means the percentage of the Participant’s compensation that he or she
has elected to contribute on a pre-tax basis to the RSIP for a Plan Year,
determined at the beginning of such Plan Year.


 


2.36.        SERP.  “SERP”
means the Tyco International (US) Inc. Supplemental Executive Retirement Plan.


 


2.37.        Spillover Deferrals. 
“Spillover Deferrals” means Compensation Deferrals credited to the
Account of a Participant as a result of an election made for a Plan Year by
such Participant in accordance with the terms of Section 6.1.


 


7





















 


2.38.        Termination Date. 
“Termination Date” means the last day of a Participant’s active
employment with the Company without regard to any compensation continuation
arrangement, as determined by the Plan Administrator in its sole discretion.  A Participant who terminates active
employment with the Company during a Plan Year, and thereafter resumes active
employment prior to the beginning of the next Plan Year, shall not be deemed to
have had a Termination Date hereunder with respect to the first employment
termination.


 


2.39.        Termination Payment. 
“Termination Payment” has the meaning set forth in Section 8.1.


 


2.40.        TIL.  “TIL”
means Tyco International Ltd., a Bermuda corporation.


 


2.41.        Year of Service. 
“Year of Service” means a Year of Service as determined under the RSIP.


 


ARTICLE
III


 


Administration


 


3.1.          Plan
Administrator.  Subject to Section
9.5, the Plan shall be administered by the Plan Administrator, which shall have
full discretionary power and authority to interpret the Plan, to prescribe,
amend and rescind any rules, forms and procedures as it deems necessary or
appropriate for the proper administration of the Plan and to make any other
determinations, including factual determinations, and take such other actions
as it deems necessary or advisable in carrying out its duties under the
Plan.  All decisions and determinations
by the Plan Administrator shall be final and binding on the Company,
Participants, Beneficiaries and any other persons having or claiming an interest
hereunder.


 


ARTICLE IV


 


Eligibility
for Participation


 


4.1.          Current
Eligible Employees.  Any Eligible
Employee who (i) elects a Compensation Deferral under Section 5.1 or Section
6.1 effective for the October 1, 2004 Fiscal Year or the January 1, 2005 Plan
Year (as applicable), or (ii) is entitled to a Company Credit or a
Discretionary Credit for the Plan Year beginning on the Amendment Effective
Date shall be deemed a Participant as of the Amendment Effective Date.  An individual shall remain a Participant
until that individual has received full payment of all amounts credited to the
Participant’s Account.


 


8





















 


4.2.          Future
Employees.  Any future Eligible
Employee will be eligible to become a Participant for the first full pay period
following the date on which he makes an initial election to participate (subject
to any limitations set forth herein).


 


ARTICLE V


 


Basic
Deferral Participation


 


5.1.          Election
to Participate.  An Eligible Employee
may elect, by filing an Enrollment and Payment Agreement with the Plan
Administrator, a Compensation Deferral with respect to (i) Base Salary payable
in a Plan Year, (ii) Commission Compensation earned in the Plan Year and
payable during such year or after the close thereof and (iii) Bonus
Compensation earned for the Fiscal Year that ends within the Plan Year and
payable after the close of such Fiscal Year. 
Enrollment and Payment Agreements for all such Compensation Deferrals
for a Plan Year (or the Fiscal Year that ends in such Plan Year) must be filed
with the Plan Administrator on or before the November 30 immediately preceding
the first day of such Plan Year unless otherwise permitted by the Plan
Administrator in its sole discretion (but in such case, in no event later than
the December 31 immediately preceding the first day of such Plan Year).  An individual who first becomes an Eligible
Employee in any Plan Year may file an initial partial-year Enrollment and
Payment Agreement, no later than 30 days after first becoming an Eligible
Employee, which shall be applicable to Base Salary payable for the remainder of
such Plan Year (but only for pay periods following the filing of such
election).  An individual who first
becomes an Eligible Employee on or after December 1 of any Plan Year but prior
to December 31 of such Plan Year may file an initial Enrollment and Payment
Agreement, no later than such December 31, which shall be applicable to Base
Salary for the next Plan Year, Commission Compensation for the next Plan Year
and/or Bonus Compensation earned for the Fiscal Year that ends within the next
Plan Year and payable after the close of such Fiscal Year.


 


5.2.          Amount
of Deferral Election.  Pursuant to
each Enrollment and Payment Agreement for a Plan Year a Participant shall
irrevocably elect to defer as a whole percentage: (i) up to 50% of his or her
Base Salary for the applicable Plan Year (or remainder of the year, as the case
may be); (ii) up to 100% of his or her Commission Compensation (net of required
withholding) for the applicable Plan Year; and/or (iii) up to 100% of his or
her Bonus Compensation (net of required withholding) for the applicable Fiscal
Year.


 


5.3.          Deferral
Limits.  The Plan Administrator may
change the minimum or maximum deferral percentages from time to time.  Any such limits shall be communicated by the
Plan Administrator prior to the due date for the Enrollment and Payment
Agreement.  Amounts deferred under this
Plan will not constitute compensation for any Company-sponsored qualified
retirement plan.


 


9





















 


5.4.          Period
of Commitment.  A Participant’s
Enrollment and Payment Agreement as to a Compensation Deferral shall remain in
effect only for the immediately succeeding Plan or Fiscal Year (or the remainder
of the current year, as applicable), unless otherwise allowed by the Plan
Administrator in its sole discretion.


 


5.5.          Change
of Status.  If the Plan
Administrator, in its sole discretion, determines that the Participant no
longer qualifies as an Eligible Employee, the Participant’s most recent
Compensation Deferral shall terminate with respect to compensation earned after
the effective date of such determination, and the employee shall thereafter be
prohibited from making Compensation Deferrals unless otherwise determined by
the Plan Administrator in its sole discretion.


 


5.6.          Vesting
of Compensation Deferrals. 
Compensation Deferrals, and earnings credited thereon, shall be 100%
vested at all times (subject to Section 10.12).


 


ARTICLE VI


 


Spillover
Participation/Matching, Company and Discretionary Credits


 


6.1.          Spillover
Election.  Any Eligible Employee may
elect to make Spillover Deferrals for a Plan Year.  Such election may be made by filing an
Enrollment and Payment Agreement with the Plan Administrator on or before the November
30 immediately preceding the first day of such Plan Year unless otherwise
permitted by the Plan Administrator in its sole discretion (but in such case,
in no event later than the December 31 immediately preceding the first day of
such Plan Year).  Such election shall be
deemed an irrevocable commitment by such Participant to defer hereunder a
percentage of his or her periodic Compensation equal to the Participant’s RSIP
Election for such Plan Year, with such deferrals commencing at the time the
Participant’s pre-tax RSIP contributions are suspended for the Plan Year as the
result of the imposition of any limitation under Section 402(g) or Section
401(a)(17) of the Code and continuing for the remainder of the Plan Year; provided,
that a Participant who elects to make Spillover Deferrals will be deemed to
have made a commitment to maintain his or her RSIP Election in effect for the
entire Plan Year (up to the time of such suspension) without change.


 


6.2.          Matching
Credits.  An Eligible Employee who
has elected to make Compensation Deferrals for a Plan Year shall receive
Matching Credits, equal to the Participant’s Maximum Matching Percentage
multiplied by (i) the dollar amount of the Participant’s Compensation Deferrals
under Section 5.1 for such Plan Year on Compensation up to the applicable
annual dollar limitation set forth in Section 401(a)(17) of the Code, and (ii)
the amount of Compensation for such Plan Year from which Spillover Deferrals
(if any) are made under Section 6.1 (disregarding any such Compensation that
exceeds the applicable annual dollar


 


10





















 


limitation
set forth in Section 401(a)(17) of the Code). 
Matching Credits shall be credited to a Participant’s Account at such
time or times as may be determined by the Plan Administrator in its sole
discretion, but in no event less frequently than annually.


 


6.3.          Company
Credits.  A Participant who is an
Eligible Employee for purposes of this Section 6.3 for any Plan Year shall
receive Company Credits for such Plan Year in an amount equal to the
Participant’s Maximum Matching Percentage for such Plan Year multiplied by the
Participant’s Compensation in excess of the annual dollar limitation set forth
in Section 401(a)(17) of the Code for such Plan Year.  Company Credits shall be credited to a
Participant’s Account at such time or times as may be determined by the Plan
Administrator in its sole discretion, but in no event less frequently than
annually, as of the last day of a Plan Year. 
A Participant who has elected to make Compensation Deferrals for a Plan
Year, and who receives a Company Credit for such Plan Year, shall have the
portion of his Account attributable to such Company Credit, if vested,
distributed as specified in his Enrollment and Payment Agreement for such Plan
Year.  A Participant who has not elected
to make Compensation Deferrals for a Plan Year, but who receives a Company
Credit for such Plan Year (and has not previously received any Company Credit
under the Plan), shall file with the Plan Administrator an Enrollment and
Payment Agreement as soon as practical (but no later than 30 days) after
becoming eligible for such Company Credit, electing the timing and form of
payment of the portion of the Participant’s Account attributable to such
Company Credit, if vested.  Such election
shall be deemed to apply also to any Company Credit received in any future Plan
Year for which the Participant does not have in effect an Enrollment and
Payment Agreement.  If such Participant
does not file an Enrollment and Payment Agreement by the date specified by the
Plan Administrator, he or she shall be deemed to have elected to have the
portion of his Account attributable to such Company Credit, and each Company
Credit received in a future Plan Year for which the Participant does not have
in effect an Enrollment and Payment Agreement, paid (if vested) as an
In-Service Payment in a single lump-sum in the fifth Plan Year following the
Plan Year for which each such Company Credit was received.


 


6.4.          Discretionary
Credits.  A Participant who is an
Eligible Employee for any Plan Year may receive a Discretionary Credit for such
Plan Year.  Such credit shall be in such
amount as may be determined by the Company in its sole discretion, and shall be
credited to the Participant’s Account at such time or times as may be
determined by the Company in its sole discretion.  A Participant who has elected to make
Compensation Deferrals for a Plan Year, and who receives a Discretionary Credit
for such Plan Year, shall have the portion of his Account attributable to such
Discretionary Credit (if vested) distributed as specified in his Enrollment and
Payment Agreement for such Plan Year.  A
Participant who has not elected to make Compensation Deferrals for a Plan Year,
but who receives a Discretionary Credit for such Plan Year (and has not
previously received any Discretionary Credit under the Plan), shall file with
the Plan Administrator an Enrollment and Payment Agreement as soon as practical
(but no later than 30


 


11





















 


days)
after becoming eligible for such Discretionary Credit, electing the timing and
form of payment of the portion of the Participant’s Account attributable to
such Discretionary Credit (if vested). 
Such election shall be deemed to apply also to any Discretionary Credit
received in any future Plan Year for which the Participant does not have in
effect an Enrollment and Payment Agreement. 
If such Participant does not file an Enrollment and Payment Agreement by
the date specified by the Plan Administrator, he or she shall be deemed to have
elected to have the portion of his Account attributable to such Discretionary
Credit, and each Discretionary Credit received in a future Plan Year for which
the Participant does not have in effect an Enrollment and Payment Agreement,
paid (if vested) as an In-Service Payment in a single lump-sum in the fifth
Plan Year following the Plan Year for which each such Discretionary Credit was
received.


 


6.5.          Vesting
of Matching, Company and Discretionary Credits.  The portion of a Participant’s Account
attributable to Matching Credits and Company Credits shall become 100% vested
upon the completion of three Years of Service (subject to Section 10.12).  The portion of a Participant’s Account
attributable to Matching Credits and Company Credits shall also become 100%
vested (i) if his or her employment terminates by reason of his or her death,
Disability or Retirement, or (ii) upon the occurrence of a Change of Control
(subject in each case to Section 10.12). 
The portion of a Participant’s Account attributable to Discretionary
Credits shall become 100% vested upon the date and/or upon the occurrence of
the event(s) specified by the Company in its sole discretion (subject to
Section 10.12).


 


ARTICLE VII


 


Participant
Account


 


7.1.          Establishment
of Account.  The Plan Administrator
shall establish and maintain an Account with respect to each Participant’s
annual Compensation Deferrals, Matching Credits, Company Credits, and/or
Discretionary Credits, as applicable. 
Compensation Deferrals pursuant to Section 5.1 and Spillover Deferrals
pursuant to Section 6.1 shall be credited by the Plan Administrator to the
Participant’s Account as soon as practicable after the date on which such
Compensation would otherwise have been paid, in accordance with the Participant’s
election.  The Participant’s Account
shall be reduced by the amount of payments made to the Participant or the
Participant’s Beneficiary pursuant to this Plan, and any forfeitures.


 


7.2.          Earnings
(or Losses) on Account.  Participants
must designate, on an Enrollment and Payment Agreement or by such other means
as may be established by the Plan Administrator, the portion of the credits to
their Account that shall be allocated among the various Measurement Funds.  In default of such designation, credits to a
Participant’s Account shall be allocated to one or more default Measurement
Funds as determined by the Plan Administrator in its sole


 


12





















 


discretion.  A Participant’s Account shall be credited
with all deemed earnings (or losses) generated by the Measurement Funds, as
elected by the Participant, on each business day for the sole purpose of
determining the amount of earnings to be credited or debited to such Account as
if the designated balance of the Account had been invested in the applicable
Measurement Fund.  Notwithstanding that
the rates of return credited to Participant’s Accounts are based upon the
actual performance of the corresponding Measurement Funds, the Company shall
not be obligated to invest any amount credited to a Participant’s Account under
this Plan in such Measurement Funds or in any other investment funds.  Upon notice to the Plan Administrator in the manner
it prescribes, a Participant may reallocate the Funds to which his or her
Account is deemed to be allocated.


 


7.3.          Valuation
of Account.  The value of a
Participant’s Account as of any date shall equal the amounts theretofore
credited to such Account, including any earnings (positive or negative) deemed
to be earned on such Account in accordance with Section 7.2, less the amounts
theretofore deducted from such Account.


 


7.4.          Statement
of Account.  The Plan Administrator
shall provide or make available to each Participant (including electronically),
not less frequently than quarterly, a statement in such form as the Plan
Administrator deems desirable setting forth the balance standing to the credit
of his or her Account.


 


7.5.          Payments
from Account.  Any payment made to or
on behalf of a Participant from his or her Account in an amount which is less
than the entire balance of his or her Account shall be made pro rata from each
of the Measurement Funds to which such Account is then allocated.


 


7.6.          Separate
Accounting.  If and to the extent
required for the proper administration of the vesting or payments provisions of
the Plan, the Plan Administrator may segregate a Participant’s Account into
sub-accounts on the books and records of the Plan, all of which sub-accounts
shall, together, constitute the Participant’s Account.


 


ARTICLE VIII


 


Payments
to Participants


 


8.1.          Annual
Election.  Except as otherwise
provided in Sections 6.3, 6.4, 8.3 or 8.4, any portion of the Participant’s
Account attributable to his or her Compensation Deferrals, vested Matching
Credits, vested Company Credits or vested Discretionary Credits for a Plan Year
shall be distributed as a payment to be made or to commence following the
Participant’s termination of employment (“Termination Payment”) or as a payment
to be made or to commence at a specified date, without reference to the
Participant’s termination of employment (an “In-Service Payment”).  Termination Payments and In-Service Payments
shall


 


13





















 


be
made in one of the following methods, as elected by the Participant in the
Enrollment and Payment Agreement filed with the Plan Administrator for such
Plan Year: (i) one lump sum; or (ii) annual installments payable over up to
fifteen years. 
A Termination Payment shall be made, or shall commence, on or as soon as
practicable after March 1st of the year following the year in which the
Participant’s Termination Date occurs.  An
In-Service Payment shall be made, or shall commence, on or as soon as
practicable after March 1st of the payment year designated by the Participant
in the applicable Enrollment and Payment Agreement, which year shall be no
earlier than the fifth Plan Year following the Plan Year for which the initial
filing of the Enrollment and Payment Agreement was made with respect to that
In-Service Payment (provided, that if the Participant’s employment terminates
before the scheduled payment year for one or more In-Service Payments, and the
Participant is not re-employed before the last day of the year in which such
termination occurs, such payment shall instead be made, or shall commence, on
or as soon as practicable after March 1st of the year following the year in
which the Participant’s Termination Date occurs).


 


8.2.          Change
in Election.  Subject to Section 10.20,
a Participant may change the payment date and/or the form of an existing
In-Service Payment election for a Plan Year by filing a new payment election,
in the form specified by the Plan Administrator, at least 12 months prior to
the original payment date (in the case of installment payments, the date of the
first scheduled installment payment), provided that such new election delays
the payment year by at least five years from the original payment year, and
provided, further, that such change in election shall not be effective until 12
months from the date it is filed.  No
change in payment date or form of payment may be made with respect to a
Termination Payment once elected.  In addition,
a Participant’s reemployment following the commencement of installment payments
shall not cause any suspension or interruption in such installment payments.


 


8.3.          Cash-Out
Payments.  Notwithstanding any
election made under Section 8.1 or Section 8.2, if (i) the total value of the
Participant’s Account on the first day of the Plan Year following his or her
Termination Date is less than $5000 or (ii) the Participant’s termination is
due to voluntary resignation (other than Retirement or Disability), then the
Participant’s Account shall be paid to the Participant in one lump sum on or as
soon as practicable after March 1st of the year following the year in which the
Participant’s Termination Date occurs.


 


8.4.          Death
or Disability Benefit.  Upon the
death or Disability of a Participant, the Participant or the Participant’s
Beneficiary, as applicable, shall be paid the balance in his or her Account in
the form of a lump sum payment, with such payment to be made as soon as
practicable after the calendar quarter in which occurs such Participant’s death
or Disability.  Such payment shall be in
an amount equal to the value of the Participant’s Account of the last day of
the calendar quarter following the Participant’s death or Disability, with the
Measurement Funds being deemed to have been liquidated on that date to make the
payment.


 


14





















 


8.5.          Valuation
of Payments.  Any lump sum benefit
under Sections 8.1, 8.2 or 8.3 shall be payable in an amount equal to the value
of the Participant’s Account (or relevant portion thereof) as of the December
31 preceding the relevant payment date, with the Measurement Funds being deemed
to have been liquidated on that date to make the payment.  The first annual installment payment in a
series of installment payments shall be equal to (i) the value of the
Participant’s Account (or relevant portion thereof) as of the December 31
preceding the relevant payment date, with the Measurement Funds being deemed to
have been liquidated on that date to make the payment, divided by (ii) the
number of installment payments elected by the Participant.  The remaining installments shall be paid in
an amount equal to (iii) the value of such Account (or relevant portion
thereof) as of the December 31 preceding the relevant payment date, with the
Measurement Funds being deemed to have been liquidated on that date to make the
payment, divided by (iv) the number of remaining unpaid installment payments.


 


8.6.          Unforeseeable
Emergency.  In the event that the
Plan Administrator, upon written request of a Participant, determines that the
Participant has suffered an “unforeseeable emergency” within the meaning of
Code Section 409A(a)(2)(B)(ii), the Participant shall be paid from that portion
of his or her Account resulting from Compensation Deferrals, as soon as
practical following such determination, an amount necessary to meet the
emergency, after deduction of any and all taxes
as may be required pursuant to Section 8.7 (but in no event to exceed the
maximum permitted amount determined under Code Section 409A(a)(2)(B)(ii)).


 


8.7.          Withholding
Taxes.  The Company may make such
provisions and take such action as it may deem necessary or appropriate for the
withholding of any taxes which the Company is required by any law or regulation
of any governmental authority, whether federal, state or local, to withhold in
connection with any benefits under the Plan, including, but not limited to, the
withholding of appropriate sums from any amount otherwise payable to the
Participant (or his or her Beneficiary). 
Each Participant, however, shall be responsible for the payment of all
individual tax liabilities relating to any such benefits.


 


8.8.          Effect
of Payment.  The full payment of the
applicable benefit under this Article VIII shall completely discharge all obligations
on the part of the Company to the Participant (and each Beneficiary) with
respect to the operation of this Plan, and the Participant’s (and Beneficiary’s)
rights under this Plan shall terminate.


 


15





















 


ARTICLE IX


 


Claims
Procedures


 


9.1.          Claim.  A Participant who believes that he or she is
being denied a benefit to which he or she is entitled under the Plan may file a
written request for such benefit with the Plan Administrator, setting forth his
or her claim for benefits.


 


9.2.          Claim
Decision.  The Plan Administrator
shall reply to any claim filed under Section 9.1 within 90 days of receipt,
unless it determines to extend such reply period for an additional 90 days for
reasonable cause.  If the claim is denied
in whole or in part, such reply shall include a written explanation, using
language calculated to be understood by the Participant, setting forth:


 


(i)            the specific reason or reasons for such denial;


 


(ii)           the specific reference to relevant provisions of this Plan
on which such denial is based;


 


(iii)          a description of any additional material or information
necessary for the Participant to perfect his or her claim and an explanation
why such material or such information is necessary;


 


(iv)          appropriate information as to the steps to be taken if the
Participant wishes to submit the claim for review;


 


(v)           the time limits for requesting a review under Section 9.3
and for review under Section 9.4 hereof; and


 


(vi)          the Participant’s right to bring an action for benefits
under Section 502 of ERISA.


 


9.3.          Request for Review. 
Within 60 days after the receipt by the Participant of the
written explanation described above, the Participant may request in writing
that the Plan Administrator review its determination.  The Participant or his or her duly authorized
representative may, but need not, review the relevant documents and submit
issues and comment in writing for consideration by the Plan Administrator.  If the Participant does not request a review
of the initial determination within such 60-day period, the Participant shall
be barred and estopped from challenging the determination.


 


9.4.          Review
of Decision.  After considering all
materials presented by the Participant, the Plan Administrator will render a written
decision, setting forth the specific reasons for the decision and containing
specific references to the relevant provisions of this Plan on which the
decision is based.  The decision on
review shall normally be made within 60 days after the Plan Administrator’s
receipt of the Participant’s claim or request. 
If an extension of time is required for


 


16





















 


a
hearing or other special circumstances, the Participant shall be notified and
the time limit shall be 120 days.  The
decision shall be in writing and shall state the reasons and the relevant Plan
provisions and the Participant’s right to bring an action for benefits under
Section 502 of ERISA.  All decisions on
review shall be final and shall bind all parties concerned.


 


9.5.          Special
Appeals Committee.  Notwithstanding
the above, any claim, or appeal of a claim denial, under this Plan or any
predecessor plan that falls within the scope of the resolution adopted by the
Tyco International (US) Inc. Board of Directors on December 8, 2003 creating a
committee (the “Special Appeals Committee”) with respect to benefit claims and
appeals by certain former executives (“Named Executives”) as contemplated
therein shall be handled by the Special Appeals Committee under and in
accordance with the procedures adopted by the Special Appeals Committee, which
procedures shall be incorporated by reference herein.  In connection therewith, the Special Appeals
Committee shall have full discretionary power and authority to interpret the
Plan or any predecessor plan, to prescribe, amend and rescind any rules, forms
and procedures as it deems necessary or appropriate for the proper
administration of the Plan or any predecessor plan and to make any other
determinations, including factual determinations, and take such other actions
as it deems necessary or advisable in carrying out its duties under the Plan or
any predecessor plan with respect to the Named Executives.  All decisions and determinations by the
Special Appeals Committee shall be final and binding on the Company, the Named
Executives, their Beneficiaries and any other persons having or claiming an
interest hereunder by or through them.


 


ARTICLE X


 


Miscellaneous


 


10.1.        Protective Provisions. 
Each Participant and Beneficiary shall cooperate with the Plan
Administrator by furnishing any and all information requested by the Plan
Administrator in order to facilitate the payment of benefits hereunder.  If a Participant or Beneficiary refuses to
cooperate with the Plan Administrator, the Company shall have no further
obligation to the Participant or Beneficiary under the Plan, other than payment
of the then-current balance of the Participant’s Accounts in accordance with
prior elections and subject to Section 10.12.


 


10.2.        Inability to Locate Participant or Beneficiary.  In the event that the Plan Administrator is
unable to locate a Participant or Beneficiary within two years following the
date the Participant was to commence receiving payment, the entire amount
allocated to the Participant’s Account shall be forfeited.  If, after such forfeiture, the Participant or
Beneficiary later claims such benefit, such benefit shall be reinstated without
interest or earnings from the date payment was to commence pursuant to Article
VIII.


 


17





















 


10.3.        Designation of Beneficiary.  Each Participant may designate in writing a
Beneficiary or Beneficiaries (which Beneficiary may be an entity other than a
natural person if approved by the Committee in its sole discretion) to receive
any payments which may be made under the Plan following the Participant’s
death.  No Beneficiary designation shall
become effective until it is in writing and it is filed with the Plan
Administrator.  A Beneficiary designation
under the Plan may be separate from all other retirement-type plans sponsored
by the Company.  Such designation may be
changed or canceled by the Participant at any time without the consent of any
such Beneficiary.  Any such designation,
change or cancellation must be made in a form approved by the Plan
Administrator and shall not be effective until received by the Plan
Administrator, or its designee.  If no
Beneficiary has been named, or the designated Beneficiary or Beneficiaries
shall have predeceased the Participant, the Beneficiary shall be the
Participant’ s estate.  If a Participant
designates more than one Beneficiary, the interests of such Beneficiaries shall
be paid in equal shares, unless the Participant has specifically designated
otherwise.


 


10.4.        No Contract of Employment.  Neither the establishment of the Plan, nor
any modification thereof, nor the creation of any fund, trust or account, nor
the payment of any benefits shall be construed as  giving any Participant or any person
whosoever, the right to be retained in the service of the Company, and all
Participants and other employees shall remain subject to discharge to the same
extent as if the Plan had never been adopted.


 


10.5.        No Limitation on Company Actions.  Nothing contained in the Plan shall be
construed to prevent the Company from taking any action which is deemed by it
to be appropriate or in its best interest. 
No Participant, Beneficiary, or other person shall have any claim
against the Company as a result of such action.


 


10.6.        Obligations to Company.  If a Participant becomes entitled to a
payment of benefits under the Plan, and if at such time the Participant has
outstanding any debt, obligation, or other liability representing an amount
owing to the Company, then the Company may offset such amount owed to it
against the amount of benefits otherwise distributable.  Such determination shall be made by the Plan
Administrator in its sole discretion.


 


10.7.        No Liability for Action or Omission.  Neither the Company nor any director, officer
or employee of the Company shall be responsible or liable in any manner to any
Participant, Beneficiary or any person claiming through them for any benefit or
action taken or omitted in connection with the granting of benefits, the
continuation of benefits, or the interpretation and administration of this
Plan.


 


10.8.        Nonalienation of Benefits.  Except as otherwise specifically provided
herein, all amounts payable hereunder shall be paid only to the person or
persons designated by the Plan and not to any other person or corporation.  No


 


18





















 


part
of a Participant’s Account shall be liable for the debts, contracts, or
engagements of any Participant, his or her Beneficiary, or successors in
interest, nor shall such accounts of a Participant be subject to execution by
levy, attachment, or garnishment or by any other legal or equitable proceeding,
nor shall any such person have any right to alienate, anticipate, commute,
pledge, encumber, or assign any benefits or payments hereunder in any manner
whatsoever.  If any Participant,
Beneficiary or successor in interest is adjudicated bankrupt or purports to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any
payment from the Plan, voluntarily or involuntarily, the Plan Administrator, in
its discretion, may cancel such payment (or any part thereof) to or for the
benefit of such Participant, Beneficiary or successor in interest in such
manner as the Plan Administrator shall direct. 
Notwithstanding the foregoing, all or a portion of a Participant’s
Account may be awarded to an “alternate payee” (within the meaning of Section 206(d)(3)(K)
of ERISA) if and to the extent so provided in a judgment, decree or order that,
in the Committee’s sole discretion, would meet the applicable requirements for
qualification as a “qualified domestic relations order” (within the meaning of
Section 206(d)(3)(B)(i) of ERISA) if the Plan were subject to the provisions of
Section 206(d) of ERISA.


 


10.9.        Liability for Benefit Payments.  The obligation to pay or provide for payment
of a benefit hereunder to any Participant or his or her Beneficiary shall, at
all times, be the sole and exclusive liability and responsibility of the
Company that employed the Participant immediately prior to the event giving
rise to a payment obligation (the “Responsible Company”).  No other Company or parent, affiliated,
subsidiary or associated company shall be liable or responsible for such
payment, and nothing in this Plan shall be construed as creating or imposing
any joint or shared liability for any such payment (other than the TIL
guarantee set forth in Section 10.10 below). 
The fact that a Company or a parent, affiliated, subsidiary or
associated company other than the Responsible Company actually makes one or
more payments to a Participant or his Beneficiary shall not be deemed a waiver
of this provision; rather, any such payment shall be deemed to have been made
on behalf of and for the account of the Responsible Company.


 


10.10.      TIL Guarantee. 
TIL guarantees the payment by the Responsible Company of any benefits
provided for or contemplated under this Plan which either (i) the Responsible
Company concedes are due and owing to a Participant or Beneficiary or (ii) are
finally determined to be due and owing to a Participant or Beneficiary, but
which in either case the Responsible Company fails to pay.


 


10.11.      Unfunded Status of Plan. 
The Plan is intended to constitute an “unfunded” deferred and
supplemental retirement compensation plan for Participants, with all benefits
payable hereunder constituting an unfunded contractual payment obligation of
the Company.  Nothing contained in the
Plan, and no action taken pursuant to the Plan, shall create or be construed to
create a trust of any kind.  The Company
shall reflect on its books the Participants’ interests hereunder, but no
Participant or any other person shall under any


 


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circumstances
acquire any property interest in any specific assets of the Company.  Nothing contained in this Plan and no action
taken pursuant hereto shall create or be construed to create a fiduciary
relationship between the Company and any Participant or other person.  A Participant’s right to receive payments
under the Plan shall be no greater than the right of an unsecured general
creditor of the Company.  Except to the
extent that the Company determines that a “rabbi” trust may be established in
connection with the Plan, all payments shall be made from the general funds of
the Company, and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment.  The Company’s obligations under this Plan are
not assignable or transferable except to (i) any corporation or partnership
which acquires all or substantially all of the Company’s assets or (ii) any
corporation or partnership into which the Company may be merged or
consolidated.  The provisions of the Plan
shall inure to the benefit of each Participant and the Participant’s
Beneficiaries, heirs, executors, administrators or successors in interest.


 


10.12.      Forfeiture for Cause. 
Not withstanding any other provision of this Plan, if a Participant’s
employment is terminated for Cause, or if the Plan Administrator determines that
a Participant whose employment terminates for any other reason had engaged in
conduct prior to his or her termination which would have constituted Cause,
then the Plan Administrator may determine in its sole discretion that such
Participant’s Account under the Plan shall be forfeited and shall not be
payable hereunder.


 


10.13.      Governing Law. 
This Plan shall be construed in accordance with and governed by the laws
of the State of New York to the extent not superseded by federal law, without
reference to the principles of conflict of laws.


 


10.14.      Severability of Provisions.  If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and this Plan shall be construed and enforced as
if such provisions had not been included.


 


10.15.      Headings and Captions. 
The headings and captions herein are provided for reference and
convenience only, shall not be considered part of the Plan, and shall not be
employed in the construction of the Plan.


 


10.16.      Gender, Singular and Plural.  All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine, or neuter, as the identity of
the person or persons may require.  As
the context may require, the singular may read as the plural and the plural as
the singular.


 


10.17.      Notice.  Any
notice or filing required or permitted to be given to the Plan Administrator
under the Plan shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, to the Plan Administrator, Tyco Supplemental
Savings and Retirement Plan, c/o Tyco HR Benefits, Tyco International, One Town
Center Road, Boca Raton, FL 33486-1010, or to such


 


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other
person or entity as the Plan Administrator may designate from time to
time.  Such notice shall be deemed given
as to the date of delivery, or, if delivery is made by mail, as of the date
shown on the postmark on the receipt for registration or certification.


 


10.18.      Amendment and Termination.  The Plan may be amended, suspended, or
terminated at any time by TME Management Corp. or by the Plan Administrator in
its sole discretion; provided, however, that no such amendment, suspension or
termination shall result in any reduction in the value of a Participant’s
Account determined as of the effective date of such amendment.  In addition, the Plan, and/or the terms of
any election made hereunder, may be amended at any time and in any respect by
TME Management Corp. or by the Plan Administrator if and to the extent
recommended by counsel in order to conform to the requirements of Code Section
409A and regulations thereunder or to maintain the tax-qualified status of the
RSIP.  In the event of any suspension or
termination of the Plan, payment of Participants’ Accounts shall be made under
and in accordance with the terms of the Plan and the applicable elections
(except that the Plan Administrator may determine, in its sole discretion, to
accelerate payments to all Participants if and to the extent that such
acceleration is permitted under Code Section 409A and regulations thereunder).


 


10.19.      Delay of Payment for Specified Employees.  Notwithstanding any provision of this Plan to
the contrary, in the case of any Participant who is a “specified employee”
within the meaning of Code Section 409A(a)(2)(B)(i), no distribution under this
Plan may be made, or may commence, before the date which is 6 months after the
date of such Participant’s “separation from service” within the meaning of Code
Section 409A(a)(2)(B)(i) (or, if earlier, the date of the Participant’s death).


 


10.20.      Special Rule Regarding Election Changes in 2005 and 2006.  To the extent permitted under the provisions
of Internal Revenue Service Notice 2005-1, A-19(c) and subsequent related
guidance, the Company may, in its sole discretion, permit a Participant to
modify an existing election with respect to the timing and form of payment of
the Participant’s Account hereunder without regard to the limitations set forth
in Section 8.2, so long as (i) such modification is made on or before December
31, 2006 (or, in the case of any amount that would have been payable in 2006,
December 31, 2005), and (ii) such modified election is consistent with the
provisions of Sections 8.1 and 10.19 hereof.


 


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