Certificate Of Incorporation - TYCO INTERNATIONAL LTD /BER/ - 5-15-2003

							EXHIBIT 3.2 BERMUDA CERTIFICATE OF INCORPORATION I hereby in accordance with the provisions of section 14 of the Companies Act, 1981, issue this Certificate of Incorporation and do certify that on the 28th day of September 1984 HAWLEY GROUP LIMITED was registered by me in the Register maintained by me under the provisions of the said section and that the status of the said company is that of a exempted company. Given under my hand the 28th day of September 1984
SEAL OF THE REGISTRAR OF COMPANIES, BERMUDA /s/ Pamela L. Adams for Registrar of Companies

BERMUDA CERTIFICATE OF INCORPORATION ON CHANGE OF NAME I hereby certify that HAWLEY GROUP LIMITED having by resolution and with the approval of the Registrar of Companies changed its name, is now registered under the name of ADT LIMITED. Given under my hand the 26th day of February 1988
SEAL OF THE REGISTRAR OF COMPANIES, BERMUDA /s/ Pamela L. Adams for Registrar of Companies

Registration No. EC 10930 BERMUDA CERTIFICATE OF INCORPORATION ON CHANGE OF NAME I HEREBY CERTIFY that in accordance with the provisions of section 10 of the Companies Act 1981 ADT Limited by resolution and with the approval of the Registrar of Companies has changed its name and was registered as TYCO INTERNATIONAL LTD. on the 2nd day of July 1997.
SEAL OF THE REGISTRAR OF COMPANIES, BERMUDA Given under my hand and the Seal of the REGISTRAR OF COMPANIES this 2nd day of July, 1997. /s/ Pamela L. Adams for Registrar of Companies

EXHIBIT 3.3 BYE-LAWS OF TYCO INTERNATIONAL LTD. (INCORPORATING ALL AMENDMENTS TO 6TH MARCH, 2003)

INDEX
1. Interpretation..................................................................................

SHARE CAPITAL AND VARIATION OF RIGHTS.................................................................... 2. 3. 4. 4A. 4B. 5. 5A. 6. 7. 8. 9. Share capital................................................................................... Alteration of rights............................................................................ Effect of issuing shares ranking PARI PASSU..................................................... Issue and purchase of own shares................................................................ Redeemable preference shares.................................................................... Trusts not recognised........................................................................... Renunciation on allotment....................................................................... Receipts in the case of joint holders........................................................... Certificates.................................................................................... New certificates................................................................................ Delivery of certificates........................................................................

LIEN..................................................................................................... 10. 10A. 11. 12. 13. Company's lien.................................................................................. Taxation........................................................................................ Power of sale................................................................................... Transfer on sale under lien..................................................................... Application of proceeds of sale.................................................................

CALLS ON SHARES.......................................................................................... 14. 15. 16. 17. 18. 19. 20. Calls........................................................................................... When calls deemed to be made.................................................................... Interest on calls............................................................................... Sums payable on allotment deemed to be calls.................................................... Differentiation between Members................................................................. Payment in advance.............................................................................. Liability of joint holders......................................................................

REGISTRATION OF MEMBERS.................................................................................. 21. Registration of Members.........................................................................

TRANSFER AND TRANSMISSION OF SHARES...................................................................... 22. 23. 24. 25. 26. 27. Execution of transfer........................................................................... Form of transfer................................................................................ In what cases Directors may decline to register transfers....................................... Transfer to be left at office and evidence to be given.......................................... Joint holders................................................................................... Notice of refusal...............................................................................

28. 29. 29A. 29B.

Recognition of legal personal representatives................................................... Rights on death................................................................................. Destruction of records.......................................................................... Untraced shareholders...........................................................................

FORFEITURE OF SHARES..................................................................................... 30. 31. 32. 33. 34. 35. 36. If call or instalment not paid notice may be given.............................................. Form of notice.................................................................................. If notice not complied with, shares may be forfeited............................................ Notice of forfeiture............................................................................ Forfeited share to become property of Company................................................... Power to annul forfeiture....................................................................... Arrears to be paid notwithstanding forfeiture...................................................

ALTERATION OF CAPITAL.................................................................................... 37. 37A. 38. 39. Consolidation and sub-division of capital....................................................... Procedure on consolidation...................................................................... Increase of capital............................................................................. Reduction of capital............................................................................

MEETINGS OF THE COMPANY.................................................................................. 40. 41. 42. 43. 44. 45. Annual General Meeting.......................................................................... Special General Meeting......................................................................... Meeting called on requisition................................................................... Quorum.......................................................................................... Validity of meeting called on short notice...................................................... Power to adjourn General Meeting................................................................

VOTING AT MEETINGS....................................................................................... 46. 47. 48. 49. 50. 51. Voting rights................................................................................... Joint holders................................................................................... Instrument appointing proxy to be in writing.................................................... Delivery of proxy............................................................................... Method of determining questions................................................................. Voting on poll..................................................................................

DIRECTORS................................................................................................ 52. 53. 54. 55. 56. 57. Number and appointment of Directors............................................................. Qualification of Directors...................................................................... When office of Director to be vacated........................................................... General powers of Company vested in Directors................................................... Appointment of attorney......................................................................... Power to fill casual vacancies..................................................................

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58. 59. 60. 61. 62. 63. 64. 65. 66. 67. 68. 69. 70. 71. 72.

Power to appoint Chief Executive Officer........................................................ Remuneration of Chief Executive Officer......................................................... Powers of Chief Executive Officer............................................................... Power to appoint supervisor of financial affairs................................................ Duties of Directors............................................................................. Power to delegate to committees................................................................. Directors' interests............................................................................ Remuneration of Directors....................................................................... Meetings of Directors........................................................................... Quorum.......................................................................................... Proceedings of committee........................................................................ Validity of acts where appointment defective.................................................... Resolution without meeting...................................................................... Removal of Director............................................................................. Alternate Directors.............................................................................

MINUTES.................................................................................................. 73. Minutes to be recorded..........................................................................

OFFICERS OTHER THAN DIRECTORS............................................................................ 74. 75. 76. Officers........................................................................................ Who to be chairman of meeting................................................................... Duties of Secretary.............................................................................

DIVIDENDS................................................................................................ 77. 78. 79. 80. 81. 82. 83. Declaration..................................................................................... Revenue reserves................................................................................ Declaration and payment according to amounts paid or credited as paid on shares; apportionment.. Cash dividends to be payable in pounds Sterling or U.S. dollars or other currencies............. Deduction from dividends........................................................................ Payment otherwise than in cash.................................................................. Unclaimed dividends.............................................................................

CAPITALISATION OF PROFITS AND RESERVES................................................................... 84. 84A. 84B. 85. 86. 87. Power to capitalise............................................................................. Power to effect a capitalisation issue with a cash option....................................... Power to grant scrip dividend options........................................................... Powers incidental thereto....................................................................... Powers to borrow and issue securities........................................................... Specific mortgages to trustees..................................................................

ACCOUNTS.................................................................................................

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88. 89. 90.

Proper accounts to be kept...................................................................... Statement of income to be laid before Members................................................... Balance sheet...................................................................................

AUDIT.................................................................................................... 91. 92. 93. 94. Auditors........................................................................................ Remuneration of Auditors........................................................................ Vacancies in office of Auditors................................................................. Duty to examine books, etc......................................................................

NOTICES.................................................................................................. 95. 96. 97. 98. 98A. How notice to be served......................................................................... Notices to joint holders........................................................................ When deemed delivered........................................................................... Members resident abroad......................................................................... Notices served on non-Members...................................................................

WINDING UP............................................................................................... 99. SEAL 100. 100A. 100B. Distribution IN SPECIE.......................................................................... ................................................................................................ Custody of Seal................................................................................. Overseas Seal................................................................................... Securities Seal.................................................................................

ALTERATION OF BYE-LAWS................................................................................... 101. Alteration of Bye-Laws..........................................................................

INDEMNITY................................................................................................ 102. Indemnity.......................................................................................

INDIVIDUAL RESPONSIBILITY OF DIRECTORS................................................................... 103. Individual responsibility of Directors..........................................................

TAKE-OVER OFFERS FOR THE COMPANY......................................................................... 104. Take-over offers for the Company................................................................

SCHEDULE.................................................................................................

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EXHIBIT 3.3 BYE-LAWS OF TYCO INTERNATIONAL LTD. (INCORPORATING ALL AMENDMENTS TO 6TH MARCH, 2003) 1. INTERPRETATION In these Bye-Laws, unless there is something in the subject or context inconsistent therewith: "The Companies Acts" means every Bermuda statute from time to time in force concerning companies insofar as the same applies to the Company. "The Company" means ADT Limited(1). "The Directors" means the Directors for the time being of the Company. "Dividend" includes bonus. "Member" means a person or body corporate registered in the Register as the holder of shares in the Company. "Month" means calendar month. "Notice" means written notice unless otherwise specifically stated. "Paid up" includes credited as paid up. "The Register" means the Register of Members and includes any branch or sub-register. "The Registrar" means any person appointed to perform the duties of Registrar and if no such person shall be appointed means the Secretary. "The Seal" means the Common Seal of the Company or any Overseas Seal or any Securities Seal. "Secretary" means the person appointed to perform the duties of the Secretary of the Company and includes any Assistant or Acting Secretary. (1) The name of the Company was changed from ADT Limited to Tyco International Ltd. on 2nd July, 1997.

"Signed" includes a signature or reproduction of a signature affixed by mechanical means and cognate expressions shall be construed accordingly. "Subsidiary" means any company or other legal entity which is for the time being controlled by the Company. For the purposes of this definition, control includes the right or power of the Company, whether directly or through some other company or legal entity which is so controlled: (i) to receive more than one-half of all distributions, whether of capital or revenue, at any time made by the Company or entity; or (ii) to cast more than one-half of all the votes capable of being cast at any general meeting of such company or entity (but excluding any votes which are only exercisable upon the occurrence of any contingency); or (iii) to control the composition of the Board of Directors, Board of Management or equivalent executive body (or, if there is more than one such Board or body, any one of them) of, or otherwise to direct the management or policies of, such company or entity. "In writing" and "written" include printing, lithography, photography and other modes of representing or reproducing words in visible form. "May" shall be construed as permissive. "Shall" shall be construed as imperative. References in these Bye-Laws to shares or other securities being listed on a stock exchange shall include their being quoted or publicly traded on a stock exchange or other securities market, unless the context otherwise requires. References in these Bye-Laws to any statute or statutory provision shall include any statute or statutory provision which amends, extends, consolidates or replaces the same, or which has been amended, extended, consolidated or replaced by the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute. Words importing the singular number only include the plural number and vice versa. Words importing the masculine gender only include the feminine and neuter genders respectively. Words importing persons include companies or associations or bodies of persons, whether corporate or unincorporate. 2

SHARE CAPITAL AND VARIATION OF RIGHTS 2. SHARE CAPITAL The authorised share capital of the Company shall be in the amount and divided into the classes and having the rights set out in the Schedule to these Bye-Laws (as amended from time to time), which shall be deemed to be incorporated in and form part of this Bye-Law 2. 3. ALTERATION OF RIGHTS If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a resolution passed at a separate General Meeting of the holders of the shares of that class by a majority of three-fourths of such holders voting in person or by proxy. To any such separate General Meeting, all the provisions of these Bye-Laws as to Special General Meetings shall MUTATIS MUTANDIS apply but so that: (a) the necessary quorum shall be three or more persons holding or representing by proxy not less than one-third of the issued shares of the class; (b) every holder of shares of the class shall be entitled on a poll to one vote for every share of such class held by him; (c) any holder of shares of the class present in person or by proxy may demand a poll; and (d) at any adjourned meeting two holders of the shares of the class present in person or by proxy (whatever the number of shares held by them) shall be a quorum. 4. EFFECT OF ISSUING SHARES RANKING PARI PASSU WITH EXISTING SHARES The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking PARI PASSU therewith. 4A. ISSUE AND PURCHASE OF OWN SHARES (1) Subject to the rights conferred upon the holders of any class of shares, the Directors may exercise the powers of the Company to purchase its own shares and to allot, grant options over or otherwise dispose of shares which the Directors have been authorised to allot and issue by the Company in General Meeting upon such terms and subject to such conditions as they think fit. 3

(2) The Directors of the Company may, subject to the provisions of the Companies Acts, at any time exercise the power of the Company to purchase its own shares conferred by paragraph (1) of this Bye-Law up to the maximum nominal amount of share capital authorised by resolution of the Company in General Meeting from time to time. The Directors are hereby authorised pursuant to Section 42A of The Companies Act 1981 of Bermuda to take all steps required to effect any such purchase. 4B. REDEEMABLE PREFERENCE SHARES The terms and manner of redemption of any redeemable preference shares of the Company shall be either (a) as the Company may in General Meeting determine or (b) in the event that the Company in General Meeting may have so authorised, as the Directors or any committee thereof may by resolution determine before the allotment of such shares, such resolution to be attached as an appendix to these Bye-Laws. 5. TRUSTS NOT RECOGNISED Save as herein otherwise provided, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and accordingly shall not, except as by statute required, be bound to recognise any equitable or other claim or interest in such share on the part of any other person. 5A. RENUNCIATION ON ALLOTMENT The Directors may at any time after the allotment of any share but before any person has been entered in the Register of Members as the holder recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Directors may think fit to impose. 6. RECEIPTS IN THE CASE OF JOINT HOLDERS If two or more persons are registered as joint holders of any shares, then any one of such joint holders may give effectual receipts for dividends or other monies payable in respect of the shares held by them as joint holders. 7. CERTIFICATES Subject to the Companies Acts and to the conditions of issue of any share or class of shares, every Member shall be entitled to a certificate under the Seal specifying the shares held by him and whether the same are fully paid up and, if not, how much has been paid thereon provided that no certificate shall be issued to any Member who is designated as a nominee of an internationally recognised stock exchange unless such Member shall specifically request the Company to issue the same or to any Member whose shares are of a category designated by the Directors as being uncertificated. No certificate shall be issued representing shares of more than one class. 4

8. NEW CERTIFICATES If any share certificate be worn out or defaced, then, upon production thereof to the Registrar, and on such reasonable indemnity as the Directors deem adequate being given, they shall order the same to be cancelled and shall issue a new certificate in lieu thereof without charge. If any such certificate be lost or destroyed, then upon proof thereof to the satisfaction of the Directors, and on such reasonable indemnity as the Directors deem adequate being given, a new certificate in lieu thereof shall be issued without charge. Subject as provided in ByeLaw 7, a Member who has transferred part of the shares comprised in his registered holding shall be entitled to a certificate for the balance without charge. Any two or more certificates representing shares of any one class held by any Member may at his request be cancelled and a single new certificate for such shares issued in lieu without charge. In the case of shares held jointly by several persons any such request may be made by any one of the joint holders. 9. DELIVERY OF CERTIFICATES The certificate for shares registered in the names of two or more persons shall, unless otherwise directed by them in writing delivered to the Secretary, be delivered to the person first named on the Register. LIEN 10. COMPANY'S LIEN The Company shall have a lien on every share (not being a fully paid share) for all monies (whether presently payable or not) called or payable at a fixed time in respect of that share, and the Company shall also have a lien on all shares (other than fully paid shares) standing registered in the name of a single person, for all monies presently payable by him or his estate to the Company; but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Bye-Law. The Company's lien, if any, on a share shall extend to all dividends payable thereon. 10A. TAXATION Whenever any law for the time being of any country, state or place imposes or purports to impose any immediate or future or possible liability upon the Company to make any payment or empowers any government or taxing authority or government official to require the Company to make any payment in respect of any shares registered in any of the Company's registers as held either jointly or solely by any Member or in respect of any dividends, bonuses or other monies due or payable or accruing due or which may become due or payable to such Member by the Company on or in respect of any shares registered as aforesaid or for or on account or in respect of any Member and whether in consequence of. (a) the death of such Member; 5

(b) the non-payment of any income tax or other tax by such Member; (c) the non-payment of any estate, probate, succession, death, stamp, or other duty by the executor or administrator of such Member or by or out of his estate; (d) any other act or thing; in every such case (except to the extent that the rights conferred upon holders of any class of shares render the Company liable to make additional payments in respect of sums withheld on account of the foregoing): (i) the Company shall be fully indemnified by such Member or his executor or administrator from all liability; (ii) the Company shall have a lien upon all dividends and other monies payable in respect of the shares registered in any of the Company's registers as held either jointly or solely by such Member for all monies paid or payable by the Company in respect of such shares or in respect of any dividends or other monies as aforesaid thereon or for or on account or in respect of such Member under or in consequence of any such law together with interest at the rate of fifteen per cent per annum thereon from date of payment to date of repayment and may deduct or set off against such dividends or other monies payable as aforesaid any monies paid or payable by the Company as aforesaid together with interest as aforesaid; (iii) the Company may recover as a debt due from such Member or his executor or administrator wherever constituted any monies paid by the Company under or in consequence of any such law and interest thereon at the rate and for the period aforesaid in excess of any dividends or other monies as aforesaid then due or payable by the Company; (iv) the Company may if any such money is paid or payable by it under any such law as aforesaid refuse to register a transfer of any shares by any such Member or his executor or administrator until such money and interest as aforesaid is set off or deducted as aforesaid or in case the same exceeds the amount of any such dividends or other monies as aforesaid then due or payable by the Company until such excess is paid to the Company. Subject to the rights conferred upon the holders of any class of shares nothing herein contained shall prejudice or affect any right or remedy which any law may confer or purport to confer on the Company and as between the Company and every such Member as aforesaid, his executor, administrator and estate wheresoever constituted or situate, any right or remedy which such law shall confer or purport to confer on the Company shall be enforceable by the Company. 11. POWER OF SALE The Company may sell, in such manner as the Directors may think fit, any shares on which the Company has a lien, but no sale shall be made unless some sum in 6

respect of which the lien exists, is presently payable, nor until the expiration of fourteen days after a notice stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the shares, or the person entitled thereto by reason of his death or bankruptcy. 12. TRANSFER ON SALE UNDER LIEN To give effect to such sale the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. 13. APPLICATION OF PROCEEDS OF SALE The net proceeds of the sale after payment of the costs of such sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before sale) be paid to the persons entitled to the shares at the date of the sale. CALLS ON SHARES 14. CALLS The Directors may from time to time make calls upon the Members in respect of any monies unpaid on their shares and not by the conditions of the allotment thereof made payable at fixed times. A call may be revoked or postponed as the Directors may determine. 15. WHEN CALLS DEEMED TO BE MADE A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be required to be paid by instalments. 16. INTEREST ON CALLS If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding fifteen per cent per annum as the Directors may determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part. 7

17. SUMS PAYABLE ON ALLOTMENT DEEMED TO BE CALLS Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date shall for the purposes of these Bye-Laws be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable, and in case of non-payment all the relevant provisions of these Bye-Laws as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. 18. DIFFERENTIATION BETWEEN MEMBERS The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment. 19. PAYMENT IN ADVANCE The Directors may, if they think fit, receive from any Member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him, and upon all or any of the monies so advanced may pay interest at such rate not exceeding fifteen per cent per annum as may be agreed between the Directors and the Member paying such sum in advance. 20. LIABILITY OF JOINT HOLDERS The joint holders of any share shall be jointly and severally liable to pay all calls in respect thereof. REGISTRATION OF MEMBERS 21. REGISTRATION OF MEMBERS The Directors shall cause to be entered in the Register the particulars required by law and the Register shall be kept in such manner as to show at all times the Members for the time being and the shares respectively held by them. The Register shall be open for inspection at the office of the Registrar between 10.00 a.m. and 12.00 noon on every working day. TRANSFER AND TRANSMISSION OF SHARES 22. EXECUTION OF TRANSFER Subject to the Companies Acts and these Bye-Laws, a share may be transferred in any manner which the Directors may approve. The Directors may require a transfer to be effected by an instrument signed by the transferor and, in the case of a partly paid share, also by the transferee. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof. 8

23. FORM OF TRANSFER The instrument of transfer shall be in writing and in the usual common form or in any other form which the Directors may approve. The instrument of transfer may be on the back of the share certificate. 24. IN WHAT CASES DIRECTORS MAY DECLINE TO REGISTER TRANSFERS (1) The Directors may decline to register any transfer of shares upon which the Company has a lien, and in the case of shares not fully paid up, may refuse to register a transfer to a transferee of whom they do not approve. (2) The Directors may decline to register any transfer of shares by a transferor or to a transferee on whom the Company has duly served a notice under Bye-Law 46 or under Bye-Law 104 (not being a transfer in compliance with such notice) during a period of suspension of voting and other rights in respect of such shares under ByeLaw 46. 25. TRANSFER TO BE LEFT AT OFFICE AND EVIDENCE TO BE GIVEN Unless otherwise determined by the Directors, either generally or in such cases as they may specify, every instrument of transfer shall be left at the office of the Registrar for registration, accompanied by the certificate of the shares to be transferred, and such other evidence as the Registrar may require to prove the title of the transferor, or his right to transfer the shares. 26. JOINT HOLDERS Without prejudice to the generality of the provisions of Bye-Law 24, the Directors may refuse to register any transfer of shares (whether fully paid or not) in favour of more than four persons jointly. 27. NOTICE OF REFUSAL If the Directors refuse to register a transfer they shall within two months after the date on which the transfer was lodged with the Company send to the transferee a notice of refusal. 28. RECOGNITION OF LEGAL PERSONAL REPRESENTATIVES OF DECEASED :MEMBER In the case of the death of a Member the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing in this Bye-Law contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with any other person. 9

29. RIGHTS ON DEATH Any person becoming entitled to shares in consequence of the death of a Member, upon producing such evidence as the Directors may deem sufficient, may be registered as a Member in respect of such shares, or may, subject to Bye-Law 24, transfer such shares to some other person by executing an instrument of transfer in accordance with Bye-Law 23 above. 29A. DESTRUCTION OF RECORDS The Company shall be entitled to destroy all instruments of transfer which have been registered at any time after the expiration of six years from the date of registration thereof and all dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording thereof and all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation thereof and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made and every instrument of transfer so destroyed was a valid and effective certificate duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that: (a) the provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant; (b) nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Bye-Law; (c) references herein to the destruction of any document include references to the disposal thereof in any manner. 29B. UNTRACED SHAREHOLDERS The Company shall be entitled to sell at the best price reasonably obtainable at the time of sale the shares of a Member or the shares to which a person is entitled by virtue of the transmission on death or bankruptcy if and provided that: (i) during the period of six years prior to the date of the publication of the advertisement referred to in paragraph (ii) below no dividend (or cash option duly exercised in relation to a capitalisation issue) in respect of those shares has been claimed and all share certificates for shares issued under a capitalisation issue or 10

under a scrip dividend option for which an election has duly been made have been returned to the Company unclaimed provided that at least two payments of dividends and/or capitalisation issues and/or scrip dividend issues have taken place in relation to the shares in question during such six year period; and (ii) the Company shall on expiry of the said period of six years have inserted an advertisement in a newspaper circulating in the area of the address at which service of notices upon such Member or other person may be effected in accordance with these Bye-Laws, giving notice of its intention to sell the said shares; and (iii) during the said period of six years and the period of three months following the publication of the said advertisement the Company shall have received indication neither of the whereabouts nor of the existence of such Member or person; and (iv) notice shall have been given to any stock exchange upon which the shares in question are listed for the time being of its intention to make such sale. To give effect to any such sale the Company may appoint any person to execute as transferor an instrument of transfer of the said shares and such instrument of transfer shall be as effective as if it had been executed by the registered holder of or person entitled by transmission to such shares and the title of the transferee shall not be affected by any irregularity. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former Member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former Member or other person in the books of the Company as a creditor for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments as the Directors may from time to time think fit. FORFEITURE OF SHARES 30. IF CALL OR INSTALMENT NOT PAID NOTICE MAY BE GIVEN If any Member fails to pay any call or instalment on or before the day appointed for payment of the same, the Directors may at any time thereafter, during such time as the call or instalment remains unpaid, serve a notice on such Member requiring him to pay the same, together with any interest that may have accrued, and all expenses that may have been incurred by the Company by reason of such non-payment. 31. FORM OF NOTICE The notice shall name a day (not less than fourteen days from the date of the notice), and a place on and at which such call or instalment and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event 11

of non-payment at or before the time and at the place appointed, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited. 32. IF NOTICE NOT COMPLIED WITH, SHARES MAY BE FORFEITED If the requisitions of any such notice as aforesaid are not complied with, any shares in respect of which such notice has been given may, at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by resolution of the Directors to that effect. Such forfeiture shall include all dividends declared or accruing in respect of the forfeited shares, and not actually paid before forfeiture. 33. NOTICE OF FORFEITURE When any share shall have been so forfeited, notice of the resolution shall be given to the person in whose name it stood immediately before the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register. 34. FORFEITED SHARE TO BECOME PROPERTY OF COMPANY Any share so forfeited shall be deemed to be the property of the Company, and the Directors may sell, re-allot, or otherwise dispose of the same in such manner as they think fit. A statutory declaration in writing that the declarant is a Director or the Secretary of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. Such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the share certificate delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if the same be required) constitute good title to the share and the person to whom the share is sold, reallotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share. 35. POWER TO ANNUL FORFEITURE The Directors may, at any time before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit. 12

36. ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE Any person whose shares have been forfeited shall, notwithstanding, be liable to pay, and shall forthwith pay to the Company, all calls, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture, together with interest thereon from the time of forfeiture until payment at seven per cent per annum, and the Directors may enforce the payment thereof if they think fit. ALTERATION OF CAPITAL 37. CONSOLIDATION AND SUB-DIVISION OF CAPITAL Subject to the provisions of the Companies Acts, the Company in General Meeting may by resolution: (a) consolidate and divide its share capital into shares of a larger par value than that fixed by the Company's Memorandum of Association; (b) sub-divide its shares into shares of a smaller par value than that fixed by the Company's Memorandum of Association; (c) cancel shares which, at the date of the passing of such resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled. 37A. PROCEDURE ON CONSOLIDATION Upon any consolidation of fully-paid shares into shares of larger amount the Directors may settle any difficulty which may arise with regard thereto and in particular may as between the holders of shares so consolidated determine which shares are consolidated into each consolidated share and in the case of any shares registered in the name of one holder (or joint holders) being consolidated with shares registered in the name of another holder (or joint holders) may make such arrangements for the allocation, acceptance or sale of the consolidated share and for the distribution among the persons entitled thereto of any monies received in respect thereof as may be thought fit and for the purpose of giving effect thereto may appoint some person to transfer the consolidated share or any fractions thereof and to receive the purchase price thereof and any transfer executed in pursuance thereof shall be effective and after such transfer has been registered no person shall be entitled to question its validity. 38. INCREASE OF CAPITAL Subject to the provisions of the Companies Acts, the Company in General Meeting may by resolution increase its share capital to such sum as the resolution shall prescribe. 13

39. REDUCTION OF CAPITAL Subject to the provisions of the Companies Acts, the Company in General Meeting may by resolution reduce its share capital to such sum not less than the minimum share capital prescribed by the Company's Memorandum of Association as the resolution shall prescribe. MEETINGS OF THE COMPANY 40. ANNUAL GENERAL MEETING The Annual General Meeting of the Company shall be held once at least in every calendar year at such place as may be designated in the notice of meeting and a notice of such meeting shall be given by mail, telex or cable to each Member at his address as shown in the Register, at least five days before the meeting takes place, stating the time, date and place and, as far as practicable, the objects of the meeting. 41. SPECIAL GENERAL MEETING The Directors may convene a Special General Meeting of the Company at such place as may be designated in the notice of meeting whenever in their judgment such a meeting is necessary and such meeting shall be convened by notice in like manner as the Annual General Meeting, at least five days before the meeting takes place. Such notice shall state the time, date and place, and as far as practicable, the objects of the meeting. 42. MEETING CALLED ON REQUISITION A Special General Meeting of the Company called on the written requisition of Members holding at the date of the deposit of the requisition not less than one-tenth part in value of the paid-up capital of the Company as at the date of the deposit carries the right of voting at General Meetings of the Company shall be convened by notice in like manner as the Annual General Meeting. 43. QUORUM At any General Meeting of the Company not less than two holders of Common Shares present either in person or by proxy, shall form a quorum for the transaction of business and if a quorum does not assemble within half an hour after the time appointed for the meeting, the meeting, if convened on the requisition of Members, shall be dissolved and in any other case shall be adjourned to a future date as determined by the Directors. The Directors shall give notice of the adjourned meeting in such manner as they consider expedient. 14

44. VALIDITY OF MEETING CALLED ON SHORT NOTICE A meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in Bye-Laws 40 and 41, be deemed to have been duly called if it is agreed (a) in the case of a meeting called as the Annual General Meeting, by all the Members entitled to attend and vote thereat and (b) in the case of any other meeting, by a majority in number of the Members having a right to attend and vote thereat, being a majority together holding not less than ninety-five per cent in nominal value of the shares giving the right to attend and vote at the meeting. 45. POWER TO ADJOURN GENERAL MEETING The chairman of the meeting may, with the consent of the meeting, and shall, if so directed by the meeting or (prior to or at the meeting) by the Board of Directors (or a duly authorised committee thereof), adjourn the meeting, from time to time and from place to place as the chairman of the meeting shall determine (subject to any directions from the Board of Directors or a duly authorised committee thereof). Whenever a meeting is adjourned for more than five days, the Directors shall give notice of the adjourned meeting in such manner as they consider expedient. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place. VOTING AT MEETINGS 46. VOTING RIGHTS (1) Subject to any rights or restrictions attached to any class of shares, at any meeting of the Company, each Member present in person shall be entitled to one vote on any question to be decided on a show of hands and each Member present in person or by proxy shall be entitled on a poll to one vote for each share held by him. Provided that no Member shall be entitled (save as proxy for another Member) to be present or vote at any meeting, either personally or by proxy, or to exercise any privilege in relation to meetings of the Company conferred by membership, or be reckoned in a quorum: (A) in respect of any share held by him (whether alone or jointly with any other person) on which there shall not have been paid all calls for the time being due and payable, together with interest and expenses (if any); or (B) in respect of any shares held by him in relation to which he or any person appearing to be interested in such shares has been duly served with a notice under paragraph (2) of this Bye-Law which: (i) requires him or such other person to give information to the Company in accordance with such paragraph; and 15

(ii) contains a statement to the effect that upon failure to supply such information before the expiry of a period specified in such notice (being such reasonable period as the Directors shall determine from the date of service of such notice) the registered holder of such shares shall not be entitled to vote or otherwise exercise the rights referred to in this Bye-Law and the person on whom such notice was served fails to supply such information within the period so specified. Provided that: (a) the Company shall be entitled to serve a notice under paragraph (2) of this Bye-Law which fulfils sub-subparagraphs (1) and (ii) above on a person who is not the registered holder of shares in the Company only if the registered holder of the shares in question has previously been, or is simultaneously with the service of such a notice, served by the Company with a notice under paragraph (2) of this Bye-Law; and (b) the disqualification provisions of this sub-paragraph (B) shall take effect only upon the service on the registered holder of the shares in question of a notice to the effect that he has thereby become subject to the said disqualification for so long as the information requested pursuant to this sub-paragraph (B) has not been supplied to the Company and for a period of ninety days thereafter; and (c) for the purpose of this sub-paragraph (B) a person shall be treated as appearing to be interested in any shares if (after taking into account any information supplied in response to any notice under paragraph (2) of this ByeLaw and any other information) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares. (C) in respect of any shares held by him in relation to which he or any person appearing to be interested in such shares has been duly served with a notice under Bye-Law 104 which: (i) requires him or such other person to make an offer in accordance with, or otherwise comply with the terms of, such Bye-Law; and (ii) contains a statement to the effect that upon failure to make such an offer before the expiry of a period specified in such notice (being not less than twenty-eight days from the date of service of such notice) or, having made such an offer or acquired such shares in contravention of a notice served under that Bye-Law, otherwise fails to comply with the provisions of Bye-Law 104 the registered holder of such shares shall not be entitled to vote or otherwise exercise the rights referred to in this Bye-Law 16

and the person on whom such notice was served fails to make such an offer within the period so specified or fails to remedy such non-compliance. Provided that: (a) the Company shall be entitled to serve a notice under paragraph (2) of this Bye-Law which fulfils sub-subparagraphs (1) and (ii) above on a person who is not the registered holder of shares in the Company only if the registered holder of the shares in question has previously been, or is, simultaneously with the service of such a notice, served by the Company with a notice under Bye-Law 104; and (b) the disqualification provisions of this sub-paragraph (C) shall take effect only upon the service on the registered holder of the shares in question of a notice to the effect that he has thereby become subject to the said disqualification and shall subsist until an offer is made in accordance with Bye-Law 104 and such offer becomes or is declared unconditional in all respects in accordance with its terms. (D) in respect of any shares in relation to which he and any person specified in paragraph (3) of this Bye-Law has been duly served with a notice under paragraph (3) which remains in effect. (2) (A) The Company may by notice in writing require any person whom the Company knows or has reasonable cause to believe to be interested in shares in the Company to indicate whether or not it is the case and, where that person holds any interest in any such shares, to give such further information as may be required in accordance with sub-paragraph (B) below. (B) Any such notice may require the person to whom it is addressed to give particulars of his own present interests in shares in the Company. (C) The particulars referred to above include particulars of the identity of persons interested in the shares in question and of whether persons interested in the same shares are parties to any agreement or arrangement relating to the exercise of any of the rights conferred by the holding of the shares. (D) A notice under this Bye-Law shall require any information given in response to the notice to be given in writing within such reasonable time as the Directors may determine and is specified in the notice. (E) For the purposes of this Bye-Law, a person who is interested in a right to subscribe for or convert into shares in the Company shall be deemed to be interested in shares in the Company and references to interests in shares shall include any interest whatsoever in such shares including, without limitation, a right to control directly or indirectly the exercise of any right conferred by the holding of shares alone or in conjunction with a person deemed to be acting in 17

concert for the purposes of Bye-Law 104 and the interest of any person shall be deemed to include the interest of any other person deemed to be acting in concert as aforesaid. (F) A notice which has taken effect under this Bye-Law shall remain in effect in accordance with its terms following a transfer of the shares to which it relates unless and until the Directors determine otherwise and notify the registered holder accordingly. (G) The right to receive payments of income or capital which become due or payable in respect of any share during a period of disqualification applicable to such share under this Bye-Law shall be suspended during such period of disqualification without any liability of the Company to the Member for late payment or non-payment and the Company may retain such sums for its own use and benefit during such period of suspension and the holders of such shares may, in the discretion of the Directors, be excluded from participation in any further issue of shares by reference to an existing holding of shares at a point in time during such period of suspension. No trust shall be created in respect of any such debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on such amount, which may be employed in the business of the Company or invested in such investments as the Directors may from time to time think fit. (3) (A) Where any person whether alone or in circumstances where for the purposes of Bye-Law 104 he is acting in concert with other persons acquires or has acquired interests in shares which (including the interests of persons with whom he is acting in concert as aforesaid) amount to three per cent or more of the issued share capital of any class of the Company he shall within two days following the date on which he became aware (or ought reasonably to have become aware) of the acquisition of such an interest notify the Company of the existence of such interest and shall in making such notification to the Company also supply the particulars referred to in sub-paragraphs (2)(B) and (2)(C) above and so long as his interest as aforesaid amounts to three per cent or more of the issued share capital of any class of the Company he shall notify the Company of any change in his interests (including the interests of persons with whom he is acting in concert as aforesaid) amounting to one per cent or more of the issued share capital of any class of the Company within two days following the date on which he became aware (or ought reasonably to have become aware) of such change. (B) If any person has failed to make a notification in accordance with sub-paragraph (3)(A) above (notwithstanding that such notification has been made after the said period of two days) the Directors may serve a notice on such person stating that the registered holder of the shares in which that person is interested shall not be entitled to vote or otherwise exercise the rights referred to in this Bye-Law in respect of any shares or a number of shares specified in the notice held by that registered holder during the one hundred and eighty days following the service of such notice provided that the registered holder of such shares has previously been, 18

or is simultaneously with the service of such a notice, served with a notice under this sub-paragraph. (C) If the Directors resolve that they have reasonable cause to believe that a person is or may be interested in shares of the Company or that any such shares are or may be shares in which any person is interested and that they have made reasonable enquiries to establish whether a person is so interested, or whether they are such shares, as the case may be, such person shall for the purposes of this Bye-Law be deemed to be interested in shares or, as the case may be, such shares shall be deemed to be shares in which such person is interested, from the date of such resolution until any such time as the Directors resolve otherwise. (D) Any belief, resolution or decision of the Directors which is held or made in pursuance or purported pursuance of any of the provisions of this Bye-Law shall be conclusive, final and binding on all persons concerned, and the validity of any act or thing which is done or caused to be done by the Directors in pursuance or purported pursuance of any of such provisions shall not be capable of being impeached by anyone on the ground that there was not any basis or reasonable basis on which the Directors could have arrived at any such belief or made any such resolution or decision, or on the ground that any conclusion of fact on which the Directors relied or might have relied for the purposes of arriving at any such belief or making any such resolution or decision was incorrect, or on any other ground whatsoever. (E) In calculating the number of days allowed for any notification to be made under this Bye-Law 46(3), any day which is a Saturday or Sunday shall be disregarded. 47. JOINT HOLDERS When there are joint holders of any shares any one of such persons may exercise such voting rights as may attach to such shares, either personally or by proxy, as if he were solely entitled thereto; and if more than one of such joint holders be present at any General Meeting, personally or by proxy, that one of the said persons whose name stands first on the Register in respect of such shares shall alone be entitled to exercise the voting rights in respect thereof. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Bye-Law be deemed joint holders thereof. 48. INSTRUMENT APPOINTING PROXY TO BE IN WRITING (1) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney, or, if such appointer is a company, either under the hand of any duly appointed director or officer of such company or under its common seal. The instrument appointing a proxy shall be in any usual or common form or any other form which the Directors shall from time to time approve or accept. No person shall be appointed a proxy who is not a Member. 19

(2) The provisions of paragraph (1) of this Bye-Law 48 are in addition to and not in derogation of any other statutory or other provision enabling a company (wherever incorporated) which is a Member in this Company to authorise a person to act as its representative at a meeting of the Members of this Company. 49. DELIVERY OF PROXY An instrument either appointing a proxy or evidencing an authorisation made in the manner referred to in paragraph (2) of Bye-Law 48 shall be left with the Registrar (or such other person or persons as may be stated in the form of proxy circulated with the notice of meeting) not less than 24 hours, or such shorter time as may be stated in the form of proxy circulated with the notice of the meeting, before the holding of the meeting or adjourned meeting, as the case may be, at which the person named in such instrument proposes to vote. 50. METHOD OF DETERMINING QUESTIONS (1) Subject to the provisions of paragraph (3) of this Bye-Law 50, any question proposed for consideration of the Members at any meeting shall be decided on a show of hands and in such case, but subject to Bye-Law 46, every Member present in person at such meeting shall be entitled to one vote and shall cast such vote by raising his hand. (2) At any meeting of the Members a declaration by the chairman that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously or by a particular majority or lost then, an entry to that effect in the minute book shall, subject to the provisions of paragraph (3) of this Bye-Law 50, be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour or against such question. (3) Notwithstanding the provisions of paragraph (l) of this Bye-Law 50 but subject to Bye-Law 46, at any General Meeting of the Company it shall be lawful, in respect of any question proposed for consideration of the Members (whether before or on the declaration of a show of hands as provided for in paragraph (2) of this ByeLaw 50) for a poll to be demanded by any of the following persons: (a) the Chairman of such meeting; or (b) at least three Members present in person or represented by proxy; or (c) any Member or Members present in person or represented by proxy holding shares in the Company conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all such shares conferring such rights. 51. VOTING ON POLL Where a poll has been demanded, such poll shall be taken in the manner provided by the Companies Acts. 20

DIRECTORS 52. NUMBER AND APPOINTMENT OF DIRECTORS (A) The number of Directors shall be such number not less than two as the Company in General Meeting may from time to time determine. (B) No person other than a Director retiring at the meeting shall, unless recommended by the Directors, be eligible for election to the office of Director at any general meeting unless, not less than six and not more than twenty-eight clear days before the day appointed for the meeting, there has been given to the Secretary notice in writing by some Member (not being the person to be proposed) entitled to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected. 53. QUALIFICATION OF DIRECTORS The qualification of a Director shall be the holding of one share of the Company. 54. WHEN OFFICE OF DIRECTOR TO BE VACATED The office of a Director shall IPSO FACTO be vacated: (1) if he ceases to be a Member; (2) if by notice in writing to the Company he resigns his office; (3) if he shall be removed from office pursuant to the provisions of Bye-Law 71. 55. GENERAL POWERS OF COMPANY VESTED IN DIRECTORS The business of the Company shall be managed outside the United Kingdom by the Directors, who may pay all expenses incurred in promoting and incorporating the Company, and who, in addition to the powers and authorities by these Bye-Laws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed to be exercised or done by the Company in General Meeting subject nevertheless to the provisions of any statute, and of these Bye-Laws. 56. APPOINTMENT OF ATTORNEY The Directors may from time to time and at any time by power of attorney appoint any person to be the attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in the Directors) and for such period and subject to such conditions as they may think fit, and such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorneys as the Directors may 21

think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him. 57. POWER TO FILL CASUAL VACANCIES The Directors shall have power from time to time and at any time to appoint any qualified person to fill a casual vacancy in the Board of Directors who shall hold office until the next following Annual General Meeting, and the continuing Directors may act notwithstanding any vacancy in their number. 58. POWER TO APPOINT CHIEF EXECUTIVE OFFICER The Directors may, from time to time, appoint one or more of their body to be a Chief Executive Officer of the Company, either for a fixed term or without any limitation as to the period for which he or they is or are to hold such office, and may from time to time remove or dismiss him or them from office and appoint another or others in his or their place or places. 59. REMUNERATION OF CHIEF EXECUTIVE OFFICER The remuneration of a Chief Executive Officer shall from time to time be fixed by the Directors, and may be by way of salary, or commission, or participation in profits, or by any or all of those modes. 60. POWERS OF CHIEF EXECUTIVE OFFICER The Directors may from time to time entrust to and confer upon a Chief Executive Officer for the time being such of the powers exercisable by the Directors as they think fit, and may confer such powers for such time, and to be exercised for such objects and purposes, and upon such terms and conditions, and with such restrictions as they think expedient; and they may confer such powers, either collaterally with, or to the exclusion of, and in substitution for, all or any of the powers of the Directors in that behalf; and may from time to time revoke, withdraw, alter, or vary all or any of such powers. 61. POWER TO APPOINT SUPERVISOR OF FINANCIAL AFFAIRS The Directors may from time to time appoint a person to exercise a general supervision over the financial affairs of the Company in accordance with and subject to the directions of the Directors. Such person shall submit all accounts and vouchers to the Directors and/or to the Auditors whenever so required and shall conform to such regulations and directions as the Directors shall prescribe. Such person shall give to the Company such security for the faithful performance of his duties in such manner as the Directors shall from time to time require. 22

62. DUTIES OF DIRECTORS The Directors shall exercise a general supervision over the financial affairs of the Company and shall be responsible for the correct keeping of the books and for the safe keeping of all monies and securities of the Company, and shall submit their accounts and vouchers to the Auditors whenever required so to do. 63. POWER TO DELEGATE TO COMMITTEES The Directors may delegate any of their powers to committees consisting of two or more of the Directors and (if thought fit) one or more other persons co-opted as hereinafter provided but every such committee shall conform to such directions as the Directors shall impose on them. Any such directions may provide for or authorise the co-option to the committee of persons other than Directors and for such co-opted members to have voting rights as members of the committee but so that (a) the number of co-opted members shall be less than one half of the total number of members of the committee and (b) no resolution of the committee shall be effective unless a majority of the members of the committee present at the meeting are Directors. 64. DIRECTORS' INTERESTS (1) A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may from time to time determine. (2) Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director, provided that nothing herein contained shall authorise a Director or his firm to act as Auditor to the Company. (3) A Director of the Company may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested, and shall not be liable to account to the Company or the Members for any remuneration, profit or other benefit received by him as a director or officer of or from his interest in such other company. The Director may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company. (4) A Director shall not vote or be counted in the quorum on any resolution of the Directors concerning his own appointment as the holder of any office or place of profit with the Company or any other company in which the Company is interested (including the arrangement or variation of the terms thereof, or the termination thereof). 23

(5) Where arrangements are under consideration concerning the appointment (including the arrangement or variation of the terms thereof, or the termination thereof) of two or more Directors to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director and in such case each of the Directors concerned shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment (or the arrangement or variation of the terms thereof, or the termination thereof) and except (in the case of an office or place of profit with any such other company as aforesaid) where the other company is a company in which the Director owns one per cent or more. (6) Subject to the laws of Bermuda and to the next paragraph of this Bye-Law, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established (7) A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Directors at which the question of entering into the contract or arrangement is first taken into consideration, if he knows his interest then exists, or in any other case at the first meeting of the Directors after he knows that he is or has become so interested. A general notice to the Directors given by a Director to the effect that he is a member of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with such company or firm shall be sufficient declaration of interest under this Bye-Law in relation to any contract or arrangement so made; provided that no such notice shall be effective unless either it is given at a meeting of the Directors or the Director giving the same takes reasonable steps to secure that it is brought up and read at the next meeting of the Directors after it is given. (8) Save as otherwise provided by these Bye-Laws, a Director shall not vote (nor be counted in the quorum) on any resolution of the Directors in respect of any contract or arrangement in which he is to his knowledge materially interested, and if he shall do so his vote shall not be counted, but this prohibition shall not apply to any of the following matters namely: (i) any contract or arrangement for giving to such Director any security or indemnity in respect of money lent by him or obligations undertaken by him at the request of or for the benefit of the Company or any Subsidiary; 24

(ii) any contract or arrangement for the giving by the Company of any security to a third party in respect of a debt or obligation of the Company or any Subsidiary which the Director has himself guaranteed or secured in whole or in part; (iii) any contract or arrangement by a Director to subscribe for shares, debentures or other securities of the Company issued or to be issued pursuant to any offer or invitation to shareholders or debenture holders of the Company or any class thereof or to the public or any section thereof, or to underwrite any shares, debentures or other securities of the Company; (iv) any contract or arrangement in which he is interested by virtue of his interest in shares or debentures or other securities of the Company or by reason of any other interest in or through the Company; (v) any contract or arrangement concerning any other company (not being a company in which the Director owns one per cent or more) in which he is interested directly or indirectly whether as an officer, shareholder, creditor or otherwise howsoever; (vi) any proposal concerning the adoption, modification or operation of a superannuation fund or retirement, death or disability benefits scheme which relates both to Directors and employees of the Company or of any of its Subsidiaries and does not accord to any Director as such any privilege or advantage not generally accorded to the employees to which such scheme or fund relates; and (vii) any arrangement for the benefit of employees of the Company or of any of its Subsidiaries under which the Director benefits in a similar manner as the employees and does not accord to any Director as such any privilege or advantage not generally accorded to the employees to whom such arrangement relates. (9) A company shall be deemed to be a company in which a Director owns one per cent or more if and so long as (but only if and so long as) he is (either directly or indirectly) the holder of or beneficially interested in one per cent or more of any class of the equity share capital of such company or of the voting rights available to members of such company. For the purpose of this paragraph there shall be disregarded any shares held by a Director as bare or custodian trustee and in which he has no beneficial interest, any shares comprised in a trust in which the Director's interest is in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director is interested only as a unit holder. (10) Where a company in which a Director holds one per cent or more is materially interested in a transaction, then that Director shall also be deemed materially interested in such transaction. (11) If any question shall arise at any meeting of the Directors as to the materiality of the interest of a Director (other than the chairman of the meeting) or as to the entitlement of 25

any Director (other than such chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director concerned as known to such Director has not been fairly disclosed to the Directors. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the Directors (for which purpose such chairman shall be counted in the quorum but shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the Directors. (12) The Company may by resolution suspend or relax the provisions of this Bye-Law to any extent or ratify any transaction not duly authorised by reason of a contravention of this Bye-Law. 65. REMUNERATION OF DIRECTORS (1) Each Director shall be entitled to receive such fees for his or her services as a Director, if any, as the Directors may from time to time determine, either in addition to or in lieu of any remuneration payable to that Director in respect of any executive office or employment. Each Director shall be paid or reimbursed for all expenses properly and reasonably incurred by him or her in the conduct of the Company's business or in the discharge of his or her duties as a Director. (2) The Directors may from time to time determine that, subject to the requirements of the Companies Acts, all or part of any fees or other remuneration payable to any Director shall be provided in the form of shares or other securities of the Company or any subsidiary of the Company, or options or rights to acquire such shares or other securities, on such terms as the Directors may decide. (3) The Directors may grant special remuneration to any Director who, being called upon, shall perform any special or extra services for or at the request of the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration (if any) as a Director, and may be made payable by a lump sum or by way of salary, or commission on the dividends or profits of the Company or of any other company in which the Company is interested or other participation in any such profits or otherwise, or by any or all or partly by one and partly by another or other of those modes. 66. MEETINGS OF DIRECTORS (1) The Directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings, as they think fit provided that no meeting of the Directors may be held in the United Kingdom and any decision reached or resolution passed at a meeting held in the United Kingdom shall be void. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the motion shall be 26

deemed to have been lost. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. Notice of meetings of the Directors may be by telephone or otherwise. (2) Subject to paragraph (1) above and to Bye-Law 64, a Director may participate in a meeting of the Directors by telephone or any other form of communications equipment which allows him to hear each of the other Directors addressing the meeting and to address the other Directors himself and a Director so participating may be counted in the quorum and shall be entitled to vote. 67. QUORUM The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two. 68. PROCEEDINGS OF COMMITTEE The meetings and proceedings of any committee of the Directors appointed under Bye-Law 63 shall be governed by the provisions of these Bye-Laws for regulating the meetings and proceedings of the Directors, so far as the same are applicable thereto. Without prejudice to the generality of the foregoing no meeting of a committee may be held in the United Kingdom and any decision reached or resolution passed at a meeting held in the United Kingdom shall be void. 69. VALIDITY OF ACTS WHERE APPOINTMENT DEFECTIVE All acts done by any meeting of the Directors or by any committee of Directors, or by any person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director. 70. RESOLUTION WITHOUT MEETING A resolution in writing signed by all the Directors or any written resolution as is referred to in paragraph (b) of Bye-Law 71, shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. 71. REMOVAL OF DIRECTOR Any Director may at any time be removed from office as a Director of the Company: (a) by resolution of the Members to that effect; 27

(b) upon a written resolution specifying that a Director has been so removed signed by all the other Directors of the Company for the time being having been deposited at the registered office of the Company for the time being. Any person who may have been appointed to be an Alternate Director of the Company to a Director who has been removed from office as hereinbefore provided, shall cease to be an Alternate Director immediately upon the removal of such Director as aforesaid. If appointment to an executive office thereby automatically terminates, such removal shall be deemed to be an act of the Company and shall have effect without prejudice to any claim for damages for breach of any contract of service between such Director and the Company. 72. ALTERNATE DIRECTORS (1) At any General Meeting of the Company there may be elected a person or persons to act as Alternate Directors to designated Directors and the Company may at any such meeting authorise the Directors for the time being in office to appoint such Alternate Directors. (2) Any person appointed to be an Alternate Director shall have all the rights and powers of the Directors to whom he is an alternate, save that he shall not be entitled to attend and vote at any meeting of the Directors otherwise than in the absence of such Director. MINUTES 73. MINUTES TO BE RECORDED (1) The Directors shall cause minutes to be duly entered in books provided for the purpose: (a) of all appointments of officers; (b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors; (c) of all orders made by the Directors and committees of Directors; and (d) of all resolutions and proceedings of General Meetings and of meetings of the Directors and committees. (2) Any such minutes of any meeting of the Directors, or of any committee, or of the Company, if purporting to be signed by the chairman of that meeting, or by the chairman of any succeeding meeting, shall be receivable as PRIMA FACIE evidence of the matters stated in such minutes. 28

OFFICERS OTHER THAN DIRECTORS 74. OFFICERS (1) The officers of the Company shall consist of a President, one or more Vice-Presidents, a Secretary and such other officers as the Directors may from time to time determine. (2) The Directors shall as soon as conveniently may be after the election of Directors choose or elect one of their number to be the President of the Company, another to be the Vice-President of the Company and such other person or persons to hold any other offices (including one or more additional Vice-Presidencies) which the Directors may from time to time determine as herein provided. If more than one person is proposed for any of these offices, the election shall be by ballot or such manner as the Directors may determine. (3) The Secretary shall be appointed or elected by the Directors and shall hold office during the pleasure of the Directors. (4) A Treasurer may be appointed or elected by the Directors and if so appointed or elected shall hold office during the pleasure of the Directors. (5) The same person may hold the offices of Secretary and Treasurer. A Vice-President may also be the Secretary or the Treasurer or the Secretary-Treasurer. 75. WHO TO BE CHAIRMAN OF MEETING The Chairman of the Board (if any) shall act as chairman at all meetings of the Members or of the Directors at which he is present. In his absence the President, if present, shall be chairman and, in the absence of both of them, a Vice-President shall be appointed or elected as chairman by those present at the meeting; if none of these is present a chairman shall be appointed or elected by those present at the meeting. 76. DUTIES OF SECRETARY The Secretary shall attend all meetings of the Company and of the Directors to keep correct minutes of such meetings and enter the same in proper books provided for the purpose. He shall perform such other duties as are prescribed by the Companies Acts or these Bye-Laws, or as shall be prescribed by the Directors. The Secretary shall receive such salary as the Directors shall from time to time determine. DIVIDENDS 77. DECLARATION The Directors may from time to time declare dividends but no dividend shall be payable except out of the profits of the Company available for the purpose. 29

78. REVENUE RESERVES The Directors may from time to time before declaring a dividend set aside out of the profits of the Company such sum as they think proper as a reserve fund to be used to meet contingencies or for equalising dividends or for any other special purpose. 79. DECLARATION AND PAYMENT ACCORDING TO AMOUNTS PAID OR CREDITED AS PAID ON SHARES; APPORTIONMENT Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on shares in advance of calls shall be treated for the purposes of this Bye-Law as paid on the shares. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any shares are issued on terms providing that they shall rank for dividend as from a particular date such shares shall rank for dividend accordingly. 80. CASH DIVIDENDS TO BE PAYABLE IN POUNDS STERLING OR U.S. DOLLARS OR OTHER CURRENCIES (1) All cash dividends (which in this Bye-Law are referred to as "dividends") in respect of every class of share of the Company shall be declared in U.S. dollars. (2) Unless a Member with a registered address in the United Kingdom of Great Britain and Northern Ireland (who in these Bye-Laws is referred to as a "U.K. Member") shall have elected by notice in writing to the Company in such form as the Company may from time to time require to receive payment of dividends in U.S. dollars, all dividends shall be paid to such U.K. Member in pounds Sterling in accordance with the following provisions of this Bye-Law. (3) Subject always to the rights or restrictions attaching to any class of shares, where a dividend or other cash distribution is payable to a Member whose registered address is outside the United States of America and the United Kingdom, the Directors may, in their discretion, determine that such dividend or other cash distribution be paid in the currency of the country in which such Member has his registered address and the amount of such payment shall be determined in accordance with the following provisions of this Bye-Law. (4) Subject always to any rights or restrictions attached to any class of shares and to the provisions of paragraph (3) above, unless a Member with a registered address outside the United Kingdom of Great Britain and Northern Ireland (who in these Bye-Laws is referred to as a "non-U.K. Member") shall have elected by notice in writing to the Company in such form as the Company may from time to time require to receive 30

payment of dividends in pounds Sterling, all dividends shall be paid to such non-U.K. Member in U.S. dollars in accordance with the following provisions of this Bye-Law. (5) Where any dividends are payable in a currency other than U.S. dollars pursuant to the preceding provisions of this Bye-Law then the amount of dividends payable shall be equal to the amount of dividends otherwise payable in U.S. dollars translated into such other currency at such rate and calculated on such date as the Directors may, in their discretion, consider appropriate. 81. DEDUCTION FROM DIVIDENDS The Directors may deduct from the dividends payable to any Member all monies due by him to the Company on account of calls or otherwise in relation to shares of the Company. 82. PAYMENT OTHERWISE THAN IN CASH The Directors may direct payment of a dividend in whole or in part by the distribution of specific assets (and in particular of paid up shares or debentures of any other company), provided always that no distribution shall be made which would amount to a reduction of capital except in the manner appointed by law. Where any difficulty, including, without limitation, any legal or practical problem under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory, arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates, may fix the value for distribution of such specific assets or any part thereof, may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Directors. 83. UNCLAIMED DIVIDENDS All unclaimed dividends may be invested or otherwise made use of by the Directors as they shall think fit, until the same be claimed and so that the Company shall not thereby be constituted as a trustee in respect thereof and any dividend unclaimed after a period of twelve years from the date for payment of such dividend shall be forfeited and shall revert to the Company. CAPITALISATION OF PROFITS AND RESERVES 84. POWER TO CAPITALISE The Directors may resolve that it is desirable to capitalise such sum as they may determine out of any undistributed profits of the Company not required for paying the dividends on any shares carrying a fixed preferential dividend and any profits or surpluses carried and standing to the credit of any reserve or reserves or other special account and any other amounts lawfully available for such purpose and that such sum be capitalised and appropriated to the Members in the proportions 31

in which such sum would have been divisible amongst them had the same been applied in paying dividends instead of being capitalised and that such sum be applied on their behalf, either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by such Members respectively or in paying up in full unissued shares, debentures or securities of the Company of a nominal amount equal to such profits to be allotted and distributed credited as fully paid up to and amongst such Members in the proportions aforesaid, or partly in the one way and partly in the other. 84A. POWER TO EFFECT A CAPITALISATION ISSUE WITH A CASH OPTION (1) Where the Directors resolve that a capitalisation issue of Common Shares be made under Bye-Law 84 they may also resolve that such capitalisation issue be made with cash option whereunder, subject as herein provided and to the provisions of The Companies Acts, each Common Shareholder may elect to forego his entitlement under such capitalisation issue (or such part thereof as the Directors may determine) and to receive instead a payment in cash to the extent and within the limits and on the terms and conditions set out in this Bye-Law. The Directors shall cause an announcement to be made of any resolution by them pursuant to this paragraph (1) and shall send to the Common Shareholders affected thereby notices of election as soon as practicable. (2) If the Directors resolve as in paragraph (1) above, each holder of Common Shares may (by notice in writing to the Company given in such form and within such period as the Directors may from time to time determine) elect to receive a payment in cash of an amount fixed by the Directors and specified in the notice in lieu of each additional Common Share to which he would otherwise be entitled, provided that the Directors may fix a limit on the extent to which such an election shall be effective, whether by reference to a part of any Common Shareholder's total entitlement to additional Common Shares or to the total number of additional Common Shares in respect of which all such elections may be made on any occasion. Subject to any such limits, any such election on the part of a Common Shareholder shall be irrevocable. (3) Payments to those Common Shareholders who elect to receive cash instead of their entitlement to Common Shares under such a capitalisation issue ("Cash Electors") may be made either (a) out of profits of the Company available for the payment of dividends or (b) out of the net proceeds of sale of the Common Shares to which the Cash Electors would have been entitled under such capitalisation issue but for their election to receive cash, or partly in one way and partly in the other, as the Directors determine. To the extent that the Directors determine that payment is to be made as in (b) above, the Directors shall be entitled to sell the additional Common Shares to which the Cash Electors would have been entitled, to appoint some person to execute a transfer of those shares in the names of the Cash Electors and to receive and deliver documents of title to those shares. Any such transfer shall be as effective as if it had been executed by the registered holder of such shares. The net proceeds of sale shall be applied in or towards payment of the amounts due to Cash Electors in respect of their cash entitlement and, to the extent that they exceed that entitlement, may be retained by the Company for its benefit. 32

(4) The Directors may on occasion determine that Common Shareholders resident in territories where, in the opinion of the Directors, compliance with local laws or regulations would be unduly onerous if the shareholders were to receive additional Common Shares shall be deemed to have exercised rights of election to receive cash. (5) Unless a U.K. Member shall have served and not withdrawn such notice as is referred to in paragraph (2) of Bye-Law 80, any cash sum to be paid to such U.K. Member pursuant to this Bye-Law shall be paid in pounds Sterling. Subject always to the provisions of paragraph (3) of Bye-Law 80 which shall apply, MUTATIS MUTANDIS, to this Bye-Law unless a non-U.K. Member shall have served and not withdrawn such notice as is referred to in paragraph (4) of Bye-Law 80, any cash sum to be paid to such non-U.K. Member pursuant to this Bye-Law shall be paid in U.S. dollars. (6) For the purpose of resolving the calculation referred to in this Bye-Law, the Directors may convert U.S. Dollars to pounds Sterling and VICE VERSA at such rate and calculated on such date as the Directors may, in their discretion, consider appropriate. 84B. POWER TO GRANT SCRIP DIVIDEND OPTIONS (1) The Directors may, subject as herein provided and to the provisions of The Companies Acts, resolve (at the same time as they resolve to declare a dividend in cash on the Common Shares) that each Common Shareholder may irrevocably elect to forego his right to participate in such dividend (or such part thereof as the Directors may determine) and to receive instead an allotment of further Common Shares to the extent and within the limits and on the terns and conditions set out in this Bye-Law. The Directors shall announce any such decision as aforesaid in conjunction with any announcement of the relevant dividend and shall send to the Common Shareholders affected thereby notices of election as soon as practicable. (2) If the Directors resolve as in paragraph (1) above, each holder of Common Shares may (by notice in writing to the Company given in such form and within such period as the Directors may from time to time determine) irrevocably elect to forego the dividend in cash which otherwise would have been paid (but only to the extent determined by the Directors under paragraph (1) above) on all or so many of his Common Shares as he shall specify in the notice of election and to receive in lieu such number of further Common Shares to be allotted to him credited as fully paid as is equal to the number resulting from resolving the following fraction (but taking any fraction of a further Common Share to the next higher whole number) AXB C where A equals the number of Common Shares in respect of which such election has been made; where B equals the amount per share of the dividend in cash foregone (expressed in terms of U.S. dollars and cents); and 33

where C equals the average of the middle market quotations for the Common Shares on any securities market selected by the Directors and on which those shares are listed for the five business days immediately prior to the day on which the Directors' decision is announced after deducting from that average the amount per share of the dividend declared expressed in terms of U.S. dollars and cents, fractions of a cent being rounded to the nearest whole cent and 0.5 cents being rounded downwards. (3) Following the receipt of a notice or notices of election the Directors shall capitalise and appropriate out of the profits of the Company available for distribution in accordance with The Companies Acts an amount equal to the aggregate nominal value of the number of further Common Shares required to be allotted to the holders of Common Shares who have given notice of election as aforesaid and shall apply such amount in paying up in full such number of further Common Shares. (4) No scrip dividend option shall be made available unless the Company has sufficient unissued shares and undistributed profits or reserves or such other sums as may be lawfully applied for such purpose to give effect to any elections which could be made thereunder. (5) The Directors shall have power to authorise any person on behalf of the electing Common Shareholders to enter into an agreement with the Company providing for the allotment to them respectively of the Common Shares to which they are entitled in lieu of their rights to the dividend so foregone by them respectively and any agreement made under such authority shall be effective and binding on the Common Shareholders concerned. (6) The Directors may on any occasion determine that rights of election hereunder shall not be made available, to, or (as the case may be) shall be deemed to have been exercised by, Common Shareholders resident in territories where, in the opinion of the Directors, compliance with local laws and/or regulations would be unduly onerous. (7) Unless a U.K. Member shall have served and not withdrawn such notice as is referred to in paragraph (2) of Bye-Law 80, any cash sum to be paid to such U.K. Member pursuant to this Bye-Law shall be paid in pounds Sterling. Subject always to the provisions of paragraph (3) of Bye-Law 80 which shall apply, MUTATIS MUTANDIS, to this Bye-Law, unless a non-U.K. Member shall have served and not withdrawn such notice as is referred to in paragraph (4) of Bye-Law 80, any cash sum to be paid to such non-U.K. Member pursuant to this Bye-Law shall be paid in U.S. dollars. (8) For the purpose of resolving the calculation referred to in this Bye-Law, the Directors may convert U.S. dollars to pounds Sterling and vice versa at such rate and calculated on such date as the Directors may, in their discretion, consider appropriate. 85. POWERS INCIDENTAL THERETO Whenever such a resolution as aforesaid whereunder a capitalisation issue is or is to be made under Bye-Laws 84 to 84B (inclusive) shall have been passed, the 34

Directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares, debentures or securities, if any, and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provision by the rounding up of fractions to the nearest whole number of such shares, debentures or securities, by the issue of fractional certificates or by payment in cash or otherwise as they think fit for the case of shares, debentures or securities becoming distributable in fractions, and also to authorise any person to enter on behalf of all the Members entitled thereto into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalisation or (as the case may require) for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such Members. BORROWING POWERS 86. POWERS TO BORROW AND ISSUE SECURITIES The Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and to issue debentures, bonds, notes and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. 87. SPECIFIC MORTGAGES TO TRUSTEES The Directors may, for the purpose of securing the payment of any such bonds, debentures, or other securities as aforesaid, or the payment with interest of any money so borrowed as aforesaid or payable under contract or otherwise, make and carry into effect any arrangement which they may deem expedient by assigning or conveying any property of the Company, including its uncalled capital, to trustees. ACCOUNTS 88. PROPER ACCOUNTS TO BE KEPT The Directors shall cause proper records of account to be kept of all transactions of the Company in such manner as to show the assets and liabilities of the Company for the time being and the records of account shall at all times be kept at the office of the Company or at such place as the Directors may from time to time determine and shall always be open to the inspection of the Directors subject always to the provisions of the Companies Acts. 35

89. STATEMENT OF INCOME TO BE LAID BEFORE MEMBERS At the Annual General Meeting in each year, the Directors shall lay before the Members a Statement of Income. 90. BALANCE SHEET The Directors shall cause to be made out in every calendar year and to be laid before the Company in General Meeting a Balance Sheet as at the date to which the Statement of Income is made up. Every Balance Sheet laid before the Company in General Meeting shall be signed on behalf of the Board by two of the Directors and the Auditors' Report shall be attached to the Balance Sheet and the Auditors' Report shall be read to the meeting and will be delivered or sent by post to the registered address of every Member at such time as the Directors may determine, being not less than seven days prior to the Annual General Meeting at which they are to be considered. AUDIT 91. AUDITORS At the Annual General Meeting or at a subsequent Special General Meeting in each year an independent representative of the Members shall be appointed by them as Auditors of the accounts of the Company and such Auditors shall hold office until the Members shall appoint other Auditors. Such Auditors may be Members but no Directors or officers of the Company shall, during their continuance in office, be eligible as Auditors. 92. REMUNERATION OF AUDITORS The remuneration of the Auditors shall be fixed by the Members at the time of their appointment or subsequently and they may delegate this duty to the Directors. 93. VACANCIES IN OFFICE OF AUDITORS The Directors may fill any casual vacancy in the office of Auditors. 94. DUTY TO EXAMINE BOOKS, ETC. (1) The Auditors shall examine such books, accounts and vouchers as may be necessary for the performance of their duties. (2) The Auditors shall make a report to the Members in respect of the accounts examined by them and on every Balance Sheet laid before the Company in General Meeting during their tenure of office, and the report shall state:36

(a) whether or not they have obtained all the information and explanations they have required; and (b) whether in their opinion the Balance Sheet referred to in the report is properly drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review. (3) REPORT TO BE READ The report of the Auditors shall be read at the General Meeting at which the Balance Sheet is submitted. (4) AUDITORS TO BE FURNISHED WITH LIST OF BOOKS ETC. The Auditors of the Company shall be furnished with a list of all books kept by the Company and shall at all times have the right of access to the books and accounts and vouchers of the Company, and shall be entitled to require from the Directors and officers of the Company such information and explanations as may be necessary for the performance of their duties. (5) RIGHT TO ATTEND MEETINGS The Auditors of the Company shall be entitled to attend any General Meeting of the Company at which any accounts which have been examined or reported on by them are to be laid before the Company and to make any statement or explanations they may desire with respect to the accounts, and notices of every such meeting shall be given to the Auditors in the manner prescribed for Members. NOTICES 95. HOW NOTICE TO BE SERVED A notice may be served by the Company on any Member either personally or by sending it through the post prepaid in an envelope addressed to such Member at his address as registered in the Register. 96. NOTICES TO JOINT HOLDERS Any notice required to be given to the Members shall with respect to any shares held jointly by two or more persons be given to the person whose name appears first in the Register. 97. WHEN DEEMED DELIVERED Any notice served by post shall be deemed to have been served at the expiration of twenty-four hours after the envelope containing it was posted and, in proving 37

such service, it shall be sufficient to prove that the envelope containing the notice was properly addressed and prepaid and the time when it was posted. 98. MEMBERS RESIDENT ABROAD All notices being posted to addresses overseas shall so far as may be practicable be forwarded by air mail. 98A. NOTICES SERVED ON NON-MEMBERS Any notice served on non-Members under Bye-Law 46 or 104 may be served at the last known address of the non-Member concerned and otherwise in accordance with the provisions of Bye-Laws 95 to 98 inclusive. WINDING UP 99. DISTRIBUTION IN SPECIE If the Company shall be wound up the liquidator may, with the sanction of the Company in General Meeting divide amongst the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same nature or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability. SEAL 100. CUSTODY OF SEAL (A) The Directors shall provide for the safe custody of the Seal, which shall only be used by the authority of the Directors or a committee of the Directors authorised by the Directors in that behalf, and every instrument to which the Seal shall be affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose, provided that the Secretary or any Director may affix the Seal of the Company over his signature only to any authenticated copies of these Bye-Laws, the Minutes of meetings or any other documents required to be authenticated by him. (B) Every certificate for shares or loan stock or representing any other form of security of the Company (other than letters of allotment, receipts for securities or certificates of deposit) shall be issued under the Seal or under any official seal kept by the Company pursuant to Bye-Law 100B. 38

(C) Each certificate to which the Seal shall be affixed shall bear the autographic signatures of at least one Director and the Secretary or other person acting in the place of the Secretary, provided that the Directors may by resolution determine (either generally or in any particular case or cases) that such signatures shall be dispensed with, or shall be affixed by means of some method or system of mechanical signature. 100A. OVERSEAS SEAL (1) The Company may have for use in any territory, district, or place elsewhere than in Bermuda an official seal (in these Bye-Laws referred to as an "Overseas Seal"), which seal shall be a facsimile of the Seal. (2) A deed or other document to which the Overseas Seal is duly affixed shall bind the Company as if it had been sealed with the Seal. (3) The Company having an Overseas Seal for use in any such territory, district or place may, by writing under its Seal, authorise any person or persons appointed for the purpose as its agent or agents in that territory, district or place to affix the Overseas Seal to any deed or other document to which the Company is party in that territory, district or place. (4) As between the Company and the person dealing with such an agent or agents, the authority of such agent or agents continues during the period (if any) mentioned in the instrument conferring the authority, or if no period is there mentioned, then until notice of the revocation or determination of the authority of such agent or agents has been given to the person dealing with him. (5) The person affixing the Overseas Seal shall certify in writing on the deed or other instrument to which the Overseas Seal is affixed the date on which it is affixed. (6) The powers referred to in this Bye-Law shall be vested in the Directors and whenever in these Bye-Laws reference is made to the Seal the reference shall, when and so far as may be applicable, be deemed to include any Overseas Seal and any Securities Seal (as defined in Bye-Law 100B below). 100B. SECURITIES SEAL (1) The Company may have, for use for sealing securities issued by the Company and for sealing documents creating or evidencing securities so issued, an official seal (in these Bye-Laws referred to as a "Securities Seal") which is a facsimile of the Seal with the addition on its face of the word "Securities". (2) Each certificate to which the Securities Seal shall be affixed need not bear any signature. 39

ALTERATION OF BYE-LAWS 101. ALTERATION OF BYE-LAWS The Directors may from time to time revoke, alter, amend or add to these Bye-Laws provided that no such revocation, alteration, amendment or addition shall be operative unless and until it is confirmed at a subsequent General Meeting of the Company. INDEMNITY 102. INDEMNITY Every Director, Secretary and other officer of the Company shall be indemnified by the Company against, and it shall be the duty of the Directors out of the funds of the Company to pay, all costs, losses and expenses which any such officer may incur or become liable to by reason of any contract entered into, or act or thing done by him as such officer, or in any way in the discharge of his duties Provided always that the indemnity contained in this Bye-Law shall not extend to any matter which would render it void pursuant to the Companies Acts. INDIVIDUAL RESPONSIBILITY OF DIRECTORS 103. INDIVIDUAL RESPONSIBILITY OF DIRECTORS No Director, Secretary or other officer of the Company shall be liable for the acts, receipts, neglects, or defaults of any other Director or officer, or for joining in any receipt or other act for conformity, or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person with whom any monies, securities, or effects shall be deposited, or for any loss occasioned by any error of judgment, omission, default, or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in relation to the execution of the duties of his office or in relation thereto, unless the same happen through his own willful negligence, willful default, fraud or dishonesty. TAKE-OVER OFFERS FOR THE COMPANY 104. TAKE-OVER OFFERS FOR THE COMPANY (1) (A) Where any person is or becomes interested, whether as a result of transactions over a period of time or not, in shares in the capital of the Company in circumstances in which he would be obliged to make or extend an offer or offers to shareholders or holders of other securities or rights referred to in paragraph (4) below of the Company under the Rules for the time being of the City Code on 40

Take-overs and Mergers of the United Kingdom of Great Britain and Northern Ireland (the "City Code", which expression shall include any revision or modification thereof) issued by the Panel on Take-overs and Mergers ("the Panel", which expression shall include any body which succeeds to the functions of the said Panel) if the Company was a company incorporated in the United Kingdom of Great Britain and Northern Ireland to which the City Code applied, the Directors may serve upon that person a notice requiring him to make or extend an offer or offers in writing in accordance with the requirements of the City Code in all respects as if the City Code did apply to the Company but so that references in the City Code to the Panel shall be construed, for the purposes of this Bye-Law, as if they were references to the Board of Directors of the Company. (B) Where any person has acquired, is in the process of acquiring, or appears to the Directors likely to acquire an interest in shares in the capital of the Company in circumstances in which he would be subject to the Rules Governing Substantial Acquisitions of Shares (the "SARs", which expression shall include any revision or modification thereof) issued by the Panel, if the Company was a company incorporated in the United Kingdom of Great Britain and Northern Ireland to which the SARs applied, the Directors may serve upon that person a notice requiring him to comply with the provisions of the SARs in relation to any acquisition made (after the date of adoption of this paragraph (1)(B)) or proposed to be made by him and if that person has made (after the date of adoption of this paragraph (I)(B)) or subsequently makes any acquisition in contravention of the provisions of the SARs such a notice or a further notice issued by the Directors may require that person to dispose or to procure the disposal by any person with whom he has acted in concert of any interest in shares so acquired within twentyeight days of the date of such notice. (C) If a notice served under paragraph (1)(B) requiring a disposal of shares is not complied with in accordance with its terms and has not been withdrawn, the Directors may, so far as they are able, dispose of the shares to which such notice relates at the best price reasonably obtainable in all the circumstances in which case they shall give written notice of such disposal to the person or persons on whom such notice was served. Except as hereinafter provided such a disposal shall be completed as soon as reasonably practicable after the giving of a notice under this paragraph (1)(C) as may in the opinion of the Directors be consistent with obtaining the best price reasonably obtainable and in any event within thirty days of expiry of such notice provided that a disposal under this paragraph (1)(C) shall be suspended during the period when dealings by the Directors in the Company's shares are not permitted either by law or by the regulations of any stock exchange upon which those shares of the Company which are to be disposed of are listed, but any disposal under this paragraph which is suspended as aforesaid shall be completed within thirty days after expiry of the period of such suspension and provided further that neither the Company nor the Directors shall be liable to any holder or any person having an interest in any share or other person for failing to obtain the best price so long as the Directors act in good faith within the period specified above. 41

(D) For the purpose of effecting any disposal under paragraph (1)(c) above, the Directors may authorise in writing any officer or employee of the Company to execute any necessary transfer on behalf of any holder and may issue a new certificate to the purchaser. The net proceeds of such disposal shall be received by the Company, whose receipt shall be a good discharge for the purchase money, and shall be paid (without any interest being payable thereon) to the former holder upon surrender by him of the certificate in respect of the shares sold and formerly held by him. (E) The provisions of these Bye-Laws relating to the protection of purchasers of shares sold under a lien or upon forfeiture shall apply MUTATIS MUTANDIS to disposals under this Bye-Law. (2) Any notice served under paragraph (1) above may also require the person on whom it is served to execute an undertaking under seal in favour of the Directors (as trustees for all the holders of shares in the capital of the Company) and in a form satisfactory to the Directors to observe and perform the rules and requirements of the City Code or the SARs as the case may be as if the same were applicable to the Company and in the manner prescribed in paragraph (1) above. (3) Where any person is interested, whether as a result of a series of transactions over a period of time or not, in Common Shares which (taken together with shares held or acquired by persons acting in concert with him) represent 30 per cent or more of all the Common Shares for the time being in issue and the Directors determine that it is not expedient to serve a notice under paragraph (1)(A) above or if any person upon whom such a notice is served fails within thirty days to comply with the same, the Directors may serve upon that person a notice requiring him to make an offer in writing (the "Offer"), within 30 days of the date of such notice on the basis set out in the following paragraphs, to the holders of every class of share capital of the Company (whether voting or non-voting) to purchase all such shares for cash on terms that payment in full therefor will be made within 21 days of the Offer becoming or being declared unconditional in all respects. (4) Where the Directors serve a notice upon any person in accordance with paragraph (3) above, they may also include in that notice a requirement that such person shall make an appropriate offer or proposal in writing to the holders of every class of securities convertible into, or of rights to subscribe for, share capital of the Company (whether such share capital is voting or non-voting). Such appropriate offer or proposal is referred to in this ByeLaw as a "Convertible Offer". The Convertible Offer shall be made at the same time as the Offer. The terms of the Convertible Offer shall be such terms as the Directors, in their absolute discretion, consider to be fair and reasonable having regard to the terms of the Offer and the Directors shall notify such terms to the person specified in paragraph (3) above (the "Offeror"). The Convertible Offer shall be conditional only upon the Offer becoming or being declared unconditional in all respects. (5) In addition to the Offeror, the Directors may require, in their absolute discretion, each of the principal members of a group of persons acting in concert with him and who appear 42

to be interested in any shares in, or convertible securities of, the Company to make the Offer and/or the Convertible Offer. For the purposes of this Bye-Law, persons shall be deemed to be acting in concert if, pursuant to an agreement or understanding (whether formal or informal) they actively co-operate in acquiring or seeking to acquire shares in, or convertible securities of, the Company. (6) Unless the Directors otherwise agree, an offer made under paragraphs (3), (4) or (5) of this Bye-Law must, in respect of each class of share capital or convertible securities involved, be in cash or be accompanied by a cash alternative offer at not less than the highest price paid by the Offeror or any person acting in concert with it for shares or convertible securities of that class within the preceding 12 months. If such price cannot be ascertained by the Directors or if such shares or convertible securities have been acquired other than for cash pursuant to a bargain made on any recognised stock exchange or if the Directors consider that such highest price is, for any reason, inappropriate, unfair or unreasonable having regard to the size and timing of the relevant purchases, the relationship (if any) between the seller and purchaser of such shares or convertible securities or the number of shares or convertible securities purchased in the preceding 12 months, the Directors may, in any such case, fix the price at which the Offer, the Convertible Offer or the cash alternative offer is to be made. The cash Offer, the cash Convertible Offer or the cash alternative offer must, in each case, remain open for not less than 14 days after the date on which the Offer or the Convertible Offer, as the case may be, has become or is declared to be unconditional as to acceptances. (7) Any person who makes or is about to make or who is or can be required to make an offer under this ByeLaw or who has made such an offer which has lapsed, shall observe and shall procure that any persons acting in concert with him shall observe the rules and requirements of the City Code both in letter and in spirit prior to, during the pursuit of and, if applicable, after the failure of such an offer. (8) For the purposes of this Bye-Law, any questions or disputes arising out of the grant of consent by the Directors, the comparability of offers, the terms of offers, any question as to whether any person shall be regarded as acting in concert with another, any question regarding the interpretation or application of the City Code and the meaning of any terms or phrases used in this Bye-Law or the City Code shall be determined by the Directors in their absolute discretion. 43

SCHEDULE (1) The authorised share capital of the Company is U.S. $925,000,000 divided into 4,000,000,000 Common Shares of the nominal value of U.S. $0.20 each ("Common Shares") and 125,000,000 Preference Shares of the nominal value of U.S. $1.00 each (the "Preference Shares"). (2) The rights attaching to the Preference Shares shall be as follows: (i) Each Preference Share shall have attached to it such preferred, qualified or other rights and be subject to such restrictions whether in regard to dividend, return of capital, redemption, conversion into Common Shares or voting or otherwise as the Directors may determine on or before its allotment. The Directors may allot the Preference Shares in more than one series and, if they do so, may designate each series in such manner as they deem appropriate to reflect the particular rights and restrictions attached to that series, which may differ in all or any respects from any other series of Preference Shares. The particular rights and restrictions attached to any Preference Share shall be recorded in a resolution of the Directors. The Directors may AT ANY TIME before the allotment of any Preference Share by further resolution in any way amend such rights and restrictions or vary or revoke its designation. A copy of any such resolution or amending resolution for the time being in force shall be annexed as an appendix to (but shall not form part of) these Bye-Laws A Preference Share shall not have attached to it any right or restriction which is inconsistent with the special rights and privileges attached to any other class of preference share for the time being in issue. (3) For the avoidance of doubt, the provisions of the Bye-Laws shall have effect subject to the provisions of this Schedule and to such rights and restrictions as may be attached to any of the Preference Shares. (4) Any resolution of the Directors designating the rights attaching to any Preference Shares which is in effect at the date on which the provisions of this Schedule become EFFECTIVE SHALL BE deemed to have been made pursuant to paragraph (2) of this Schedules. This Schedule was substituted for the previous version on 27th. March, 1998, amended on 1st. April, 1999 and further amended on 6th. March, 2003.

APPENDIX TO THE BYE-LAWS OF TYCO INTERNATIONAL LTD. Extract from the minutes of a Meeting of the Board of Directors of Tyco International Ltd.

held on March 27, 2001 relating to the creation of a series of Preference Shares

(as defined in the Bye-Laws of the Company) "1T WAS RESOLVED THAT, subject to the consummation of the merger transaction (the "CIT Merger") contemplated by that certain Agreement and Plan of Merger, dated as of 12 March 2001, by and between The CIT Group, Inc. ("CIT") and Tyco Acquisition Corp. XIX (NV) (the "CIT Agreement"), executed in accordance with the resolution of the board of directors of that same date, and subject to the powers of the directors of the Company or any duly authorized committee of the board of directors of the Company to revoke this resolution or in any way amend the rights and restrictions attached by this resolution to the Special Voting Preference Share (as so designated) at any tune before the allotment of such share: (1) one of the Preference Shares be and is hereby designated as the Special Voting Preference Share of US$1 and shall have attached to it the rights and shall be subject to the restrictions set out in Exhibit A and Exhibit A shall be attached to these minutes for the purpose of recording the same in these minutes; (2) in accordance with paragraph (2)(iii) of the Schedule to the Bye-Laws of the Company, a copy of this resolution and Exhibit A be annexed as an appendix to the bye-laws of the Company; and (3) in accordance with the CIT Agreement, upon consummation of the CIT Meager, the Special Voting Preference Share, designated as the Special Voting Preference Share in Exhibit A, shall be issued to the holder of the Special Voting Share of CIT, credited as fully paid, in exchange for that share. EXHIBIT A The rights attaching to the Special Voting Preference Share shall be as follows: (a) Designation. The Special Voting Preference Share shall be designated as the "Special Voting Preference Share" series. The number of shares constituting the Special Voting Preference Share series shall be one. (b) Ranking. Tine Special Voting Preference Share shall, with respect to sights on liquidation, winding-up and dissolution, rank; in order of priority (i) senior to all classes of common shares of the Company, and (ii) junior to any other class or series of preference shares of the Company. 45

(c) Dividends. The Special Voting Preference-Share shall not confer on the holder any right to receive any dividend or other distribution out of the income or assets of the Company, except on liquidation, dissolution or winding-up of the Company. (d) Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company, if the Special Voting preference Share is then in issue, the holder thereof shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders, an amount equal to US$10.00 before any distribution is made on the Common Shares or on any other share of the Company ranking junior to the Special Voting Preference Share as to distribution of assets on liquidation, dissolution or winding-up. After payment of the full amount of the liquidation preference of the issued Special Voting Preference Share, the Special Voting Preference Share shall not confer on the holder any entitlement to any further participation in any distribution of assets of the Company. (ii) For the purposes of this paragraph (d), neither the sale, conveyance, exchange or transfer (for cash, shares, securities or other consideration) of all or of all or substantially all of the property or assets of the Company nor the amalgamation or other consolidation or merger of the Company with or into one or more other entities shall be deemed to be a liquidation, dissolution or winding-up of the Company. (e) Voting Rights. (i) The holder of the Special Voting Preference Share, except as otherwise required under applicable law or as set forth in subparagraph (ii) below, shall not be entitled to vote on any matter required or permitted to be voted upon by the - shareholders of the Company. (ii) Subject to the Companies Acts, at any General Meeting of the Company, the holder of the Special Voting Preference Share, if present in person or by proxy, shall be entitled to one vote on any question to be decided on a show of hands and such holder, if present in person or by proxy, shall be entitled on a poll to such number of votes as is equal to the number of Common Shares for which the outstanding Exchangeable Shares of CIT Exchangeco Inc., (the "Exchangeable Shares") a limited liability company existing under the laws of the Province of Nova Scotia ("Exchangeco"), may be exchanged in accordance with the Voting and Exchange Trust Agreement entered into among the Company, as CIT Successor, Exchangeco and the trustee thereunder, but disregarding any Exchangeable Shares (A) that are owned by the Company or its affiliates or (B) as to which the holder of the Special Voting Preference Share has not timely received voting instructions from the holders of such Exchangeable Shares outstanding as of any applicable record date in accordance with such Voting and Exchange Trust Agreement. The holder of the Special Voting Preference Share shall be entitled to demand a poll on any matter on which the holder is entitled to vote. (f) Conversion or Exchange. The Special Voting Preference Share shall not confer on the holder any right to convert such share into, or exchange such share for, shares of any other series or class of shares of the Company (g) Redemption by the Company. Subject to the Companies Acts, at such time as no Exchangeable Shares (other than Exchangeable Shares owned by the Company and its affiliates) shall be outstanding, the Company shall redeem the Special Voting 46

Preference Share for a cash consideration of US$ 10.00. At the written request of the Company made on or after that time the holder shall be bound to deliver to the Company, at such place as the Company may specify for the purpose, the certificate in respect of the Special Voting Share and the Company shall pay the amount due on redemption to the holder. On redemption, the Special Voting Preference Share shall be automatically reclassified as a Preference Share, undesignated as to series, and may be redesignated and reissued as part of any series of Preference Shares. (h) Restrictions. The Special Voting Preference Share shall be deemed to comprise a separate class from any other series or class of shares of the Company. So long as any Exchangeable Shares (other than Exchangeable Shares owned by the Company or its affiliates) shall be outstanding, the number of shares comprising the Special Voting Preference Share series shall not be increased or decreased and no special right or restriction attached to the Special Voting Preference Share shall be amended, except with the written consent of the holder of the issued Special Voting Preference Share. The rights conferred upon the holder of the Special Voting Preference Share shall not be deemed to be varied by the creation or issue of any other class or series of preference shares ranking in order of priority before, PARI PASSU with or after the Special Voting Preference Share or having attached any special voting or other rights. So long as the Special Voting Preference Share is in issue, the Company shall (i) fully comply with all terms of the Exchangeable Shares applicable to the Company and with all contractual obligations of the Company associated with such Exchangeable Shares and (ii) not amend, alter, change or repeal this paragraph. (i) except with the written consent of the holder of the issued Special Voting Preference Share. (i) Interpretation. Terms defined in the Bye-Laws (including the Schedule) of the Company shall have the same meanings in this resolution of the Directors attached as an Appendix to the Bye-Laws. 47

EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated as of August 12, 2002 (the "Effective Date") between Tyco International Ltd., a Bermuda corporation (the "Company"), and Eric M. Pillmore (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive as Senior Vice President, Corporate Governance of the Company; WHEREAS, the Company and the Executive desire to enter into the Agreement as to the terms of his employment by the Company; NOW THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. POSITION/DUTIES. (a) During the Employment Term (as defined in Section 2 below), the Executive shall serve as the Senior Vice President, Corporate Governance of the Company. In this capacity, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the Board of Directors of the Company (the "Board") shall designate that are consistent with the Executive's position as Senior Vice President, Corporate Governance of the Company. The Executive shall report to the Chairman, President and Chief Executive Officer of the Company, the Nominating and Governance Committee, and the Chair of the Audit Committee of the Board of Directors. (b) During the Employment Term, the Executive shall devote substantially all of his business time (excluding periods of vacation and other approved leaves of absence) to the performance of his duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Board, serving on the board of directors or advisory boards of other companies; and (ii) managing his and his family's personal investments so long as such activities do not materially interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Board, conflict with the Executive's fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Board. Service on the boards of directors or advisory boards disclosed by the Executive to the Company on which he is serving as of the Effective Date are hereby approved. (c) The Executive further agrees to serve without additional compensation as an officer and/or director of any of the Company's subsidiaries and agrees that any amounts received from such corporation may be offset against the amounts due hereunder. In addition, it

is agreed that the Company may assign the Executive to one of its subsidiaries for payroll purposes. 2. EMPLOYMENT TERM. The Executive's term of employment under this Agreement (such term of employment, as it may be extended or terminated, is herein referred to as the "Employment Term") shall be for a term commencing on the Effective Date and, unless terminated earlier as provided in Section 7 hereof, ending on the third anniversary of the Effective Date (the "Original Employment Term"), provided that the Employment Term shall be automatically extended, subject to earlier termination as provided in Section 7 hereof, for successive additional one (1) year periods (the "Additional Terms"), unless, at least 30 days prior to the end of the Original Employment Term or the then Additional Term, the Company or the Executive has notified the other in writing that the Employment Term shall terminate at the end of the then current term. 3. BASE SALARY. The Company agrees to pay the Executive a base salary (the "Base Salary") at an annual rate of not less than US $475,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Executive's Base Salary shall be subject to annual review by the Board (or a committee thereof) and may be increased, but not decreased, from time to time by the Company. No increase to Base Salary shall be used to offset or otherwise reduce any obligations of the Company to the Executive hereunder or otherwise. The base salary as determined herein from time to time shall constitute "Base Salary" for purposes of this Agreement. 4. BONUSES. (a) SIGN-ON BONUS. The Company has paid the Executive a one-time lump sum net cash payment in the amount of US $100,000 (the "Sign-On Bonus"). (b) ANNUAL BONUS. Commencing with the Company's fiscal year ending September 30, 2003 and thereafter during the Employment Term, the Executive shall be eligible to participate in the Company's bonus and other incentive compensation plans and programs for the Company's senior executives at a level commensurate with his position. The Executive shall have the opportunity to earn an annual target bonus measured against objective financial criteria to be determined by the Board (or a committee thereof) of at least 100% of Base Salary. (c) PRO-RATED FISCAL YEAR 2002 BONUS. The Executive shall receive a cash bonus on account of, and subject to, his employment with the Company through the end of the Company's fiscal year ending September 30, 2002 equal to US $475,000 multiplied by a fraction, determined by dividing the number of days from the Effective Date through September 30, 2002 by 365, payable in accordance with the Company's policy for annual bonuses. (d) FISCAL YEAR 2003 BONUS. The Executive shall be entitled to receive a minimum cash bonus, pursuant to Section 4(b) above, on account of, and subject to, his continued employment with the Company through the end of the fiscal year ending September 30, 2003, equal to 100% of Base Salary, payable in accordance with the Company's policy for annual bonuses. 2

5. EQUITY AWARDS. (a) SIGN-ON OPTION GRANT. The Board or the committee of the Board (the "Committee") appointed to administer the Company's Long Term Incentive Plan, as amended May 12, 1999 and as may be amended from time to time (the "Long Term Incentive Plan") has awarded the Executive as of the Effective Date, an option under the Long Term Incentive Plan (the "Sign-On Option") to purchase 300,000 shares of the Company's common stock (the "Common Stock"). The exercise price shall be equal to $12.69 per share. Subject to accelerated vesting as set forth in this Agreement, the Sign-On Option shall vest and become exercisable in three (3) equal amounts on the first, second and third anniversaries of the Effective Date, provided that the Executive is employed on each vesting date. The Sign-On Option shall be for a term of 10 years, subject to earlier termination as provided in the Long Term Incentive Plan and herein. (b) SIGN-ON RESTRICTED SHARES. The Board or the Committee shall award the Executive as of the Effective Date 40,000 restricted shares of Common Stock (the "Restricted Shares") pursuant to the Company's 1994 Restricted Stock Ownership Plan for Key Employees. Subject to accelerated vesting as set forth in this Agreement, the Restricted Shares shall vest in three (3) equal amounts on January 1, 2003, January 1, 2004 and January 1, 2005, respectively, provided that the Executive is employed on each vesting date. (c) 2002/2003 OPTION GRANT. The Board or the Committee has awarded the Executive as of the date equity awards are granted to senior executives generally for the fiscal year ending September 30, 2003, an option under the Long Term Incentive Plan to purchase 225,000 shares of Common Stock (the "2002/2003 Option"). The exercise price per share shall be equal to the fair market value of the Company's Common Stock on the date of grant pursuant to the terms of the Long Term Incentive Plan. Subject to accelerated vesting as set forth in this Agreement, the 2002/2003 Option shall vest and become exercisable in three (3) equal amounts on the first, second and third anniversaries of the Effective Date, provided that the Executive is employed on each vesting date. The 2002/2003 Option shall be for a term of 10 years, subject to earlier termination as provided in the Long Term Incentive Plan and herein. (d) 2002/2003 DEFERRED STOCK UNITS. The Board or the Committee has awarded the Executive as of the date equity awards are granted to senior executives generally for the fiscal year ending September 30, 2003, an award of 30,000 deferred stock units (the "2002/2003 DSUs") pursuant to Section 6(e) of the Long Term Incentive Plan. Subject to accelerated vesting as set forth in this Agreement, the 2002/2003 DSUs shall vest in three (3) equal amounts on the first, second and third anniversaries of the Effective Date, provided that the Executive is employed on each vesting date. (e) FORM OF AWARDS. The Sign-On Option, Sign-On Restricted Share Award, 2002/2003 Option and 2002/2003 DSUs have been granted pursuant to and, to the extent not contrary to the terms of this Agreement, shall be subject to all of the terms and conditions imposed upon such awards granted under the Long Term Incentive Plan. For the avoidance of doubt, the award agreements for the Sign-On Option, Sign-On Restricted Share Award, 2002/2003 Option and 2002/2003 DSUs shall provide for full vesting of such awards and one 3

year continued exercisability for such options in the event of the Executive's termination of employment because of death or Disability (as defined in Section 7(a) hereof). (f) DISCRETIONARY GRANTS. In addition to the equity awards contemplated under this Section 5, at the sole discretion of the Board or the Committee, the Executive shall be eligible for additional annual grants of stock options and other equity awards. (g) ACCELERATION EVENTS. If the Executive's employment by the Company is terminated by the Company other than for Cause or Disability or by the Executive for Good Reason, all then outstanding unvested equity awards granted pursuant to Sections 5(a), 5(b), 5(c) and 5(d) above shall be fully vested and any Company stock option granted pursuant to Section 5(a) or 5(c) hereof then held by the Executive shall remain exercisable for three years following his termination of employment, subject to earlier termination in accordance with the terms of the Long Term Incentive Plan (other than those related to termination of employment). 6. EMPLOYEE BENEFITS. (a) BENEFIT PLANS. The Executive shall be entitled to participate in all employee benefit plans and programs of the Company including, but not limited to, equity, pension, thrift, profit sharing, medical coverage, group life insurance, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executives at a level commensurate with his positions subject to satisfying the applicable eligibility requirements. Such benefits, in the aggregate, shall be no less favorable than the level of benefits in effect on the Effective Date; provided, however, that in the event there is a reduction of employee benefits applicable to senior executives generally, nothing herein shall preclude the Company's ability to reduce the Executive's benefits consistent with such reduction. (b) SUPPLEMENTAL RETIREMENT BENEFIT. (i) Subject to the provisions of this Section 6(b), the Executive shall be entitled to receive an annual supplemental retirement benefit (the "Supplemental Retirement Benefit") payable at the later of age 62 and termination of employment in the form of a single-life annuity equal to 2% multiplied by the number (expressed in whole numbers and fractions) of completed and partial years of service with the Company after the Effective Date times the Executive's Final Average Earnings (as defined below), which product shall be reduced by (A) benefits from any defined benefit pension plans (whether or not tax-qualified) maintained (or formerly maintained) by the Company or its affiliates, and (B) benefits attributable to employer contributions, including, without limitation, matching contributions but not salary reduction contributions, to any defined contribution plans maintained by the Company or its affiliates (whether or not tax qualified), such reduction to be based on (1) actual account balances under such defined contribution plans if paid on or after commencement of the Supplemental Retirement Benefit hereunder, or (2) actual account balances under such defined contribution plans plus theoretical annual earnings after August 12, 2002 equal in each year to the prime rate (as reported in The Wall Street Journal) on the first business day of each year, if paid or commenced to be paid prior to the commencement of such Supplemental Retirement 4

Benefit. For purposes of determining the offset in the immediately preceding sentence, the benefits described in (A) and (B) above shall be converted into the form of a single-life annuity payable at the later of age 62 and termination of employment. The Executive shall provide the Company with any information that it shall reasonably request with respect to benefits payable under the defined benefit plan or plans maintained by his immediately preceding employer. (ii) The Executive shall vest in the benefit payable pursuant to subsection (b)(i) at the rate of 1.66% per month over 60 months commencing on the Effective Date. If the Executive's employment by the Company is terminated by the Company other than for Cause or Disability or by the Executive for Good Reason prior to the first anniversary of the Effective Date, the Executive shall be deemed to be 20% vested in the benefit payable pursuant to subsection (b)(i). (iii) The Executive shall be fully vested in the benefit payable pursuant to subsection (b)(i) upon the occurrence of a Change in Control and shall receive an immediate distribution of such benefit upon the occurrence of a Change in Control. Such distribution shall be actuarially adjusted using the then current PBGC interest rate and mortality table for immediate annuities. Upon such distribution, the Executive shall accrue no further benefits under this Section 6(b). (iv) In the event of the Executive's termination prior to age 62, the benefit payable pursuant to this subsection may, at the Executive's election, commence early, except that the benefit shall be reduced by .25% per month for each month or partial month the commencement date is prior to age 62. The benefit will be paid to the Executive for his lifetime, except as otherwise provided herein. The Executive may elect in writing to receive a distribution of any portion or all of his benefit payable pursuant to subsection (b)(i) or this subsection (b)(iv) in any form permitted under the applicable Company's supplemental retirement plan or, if the Executive elects in the calendar year prior to his termination of employment (at least 6 months prior to such termination), an actuarially equivalent lump sum payment which, in the case of any such alternative form of benefit elected, is cost neutral to the Company as compared to the ordinary form of benefit. (v) In the event of the Executive's death while an employee of the Company prior to the date of commencement of benefits, a benefit shall be paid to the Executive's surviving spouse, if any, when the Executive would have commenced benefits hereunder for her lifetime equal to the benefit which would have been payable to the spouse assuming the Executive had terminated the day preceding the date of death, elected to receive and commenced receiving benefits in the form of a joint and 50% spousal survivor's annuity and then died. (vi) The calculation of the adjustments for the offset or alternative forms of benefits payable pursuant to this Section 6(b) (except as otherwise provided in subsections (iii) and (iv) above) shall be based upon (x) the actuarial assumptions used in the Company's defined benefit plans covering the Executive, (y) if none then exists, those in the last such plan of the Company or its affiliates (if any) which covered the 5

Executive or (z) if no such plan ever existed, those selected by the independent actuary described in the next sentence. If such a plan exists, the calculation shall be made by the actuary for such plan or, if there is no current plan or actuary, by an independent actuary selected by the Company and reasonably acceptable to the Executive. The calculation of the actuary shall be final and binding on all persons provided it was made in good faith. The benefits payable pursuant to this Section 6(b) shall be unfunded and the Executive will not be considered to have received a taxable economic benefit prior to the time at which benefits are actually payable hereunder. Accordingly, the Company or its affiliates shall not be required to segregate any of its assets for the benefit of the Executive and the Executive shall have only a contractual right against the Company for the benefits payable hereunder. The benefits payable pursuant to this Section 6(b) shall not be subject to alienation, transfer, assignment, garnishment, execution or levy of any kind, and any attempt to cause any benefits to be so subjected shall not be recognized and shall be null and void. (vii) "Final Average Earnings" shall mean the Executive's highest average of the sum of the Executive's monthly base salary and actual annual bonus (spread equally over the bonus period for which it is paid) during any consecutive 36 month period (or lesser period of actual employment) during the period of 60 complete months (or lesser period of actual employment) immediately preceding the Executive's termination of employment, but in no event less than the sum of the Executive's initial Base Salary and initial target bonus. (viii) In the event that the Executive become entitled either to credit for additional years of service for purposes of his Supplemental Retirement Benefit pursuant to the provisions of Section (8)(d) or becomes eligible for a cash payment in respect of his Supplemental Retirement Benefit pursuant to the provisions of Section (8)(e), for purposes of calculating the Supplemental Retirement Benefit (in Section (8)(d)) or determining the amount of the cash payment (for purposes of Section (8)(e)), the Executive shall be deemed to have remained employed by the Company during the two year period (in the case of a termination governed by Section (8)(d)) or three year period (in the case of a termination governed by Section (8)(e)) following termination of employment; and the Executive shall be deemed to have earned compensation ratably over such period equal, in the aggregate, to the amount of severance payments payable to the Executive calculated by reference to the Executive's Base Salary and annual bonus. (c) VACATIONS. The Executive shall be entitled to an annual paid vacation in accordance with the Company's policy applicable to senior executives, but in no event less than four weeks per year (as prorated for partial years), which vacation may be taken at such times as the Executive elects with due regard to the needs of the Company. (d) PERQUISITES AND FRINGE BENEFITS. The Company shall provide to the Executive, at the Company's cost, all perquisites and fringe benefits which other senior executives of the Company who report directly to the CEO are generally entitled to receive, including without limitation, an automobile in accordance with the Company's automobile policy applicable to senior executives. To the extent that the Executive's permanent residence is outside of New York and to the extent that the Executive becomes subject to New York 6

City or New York State taxes because of temporary assignment or other performance of his duties, the Company shall gross-up the Executive for tax purposes so that he is in the same position as if he were not subject to such taxes. (e) BUSINESS AND ENTERTAINMENT EXPENSES. Upon presentation of appropriate documentation, the Executive shall be reimbursed in accordance with the Company's expense reimbursement policy for all reasonable and necessary business and entertainment expenses incurred in connection with the performance of his duties hereunder. (f) RELOCATION. If the Company and the Executive agree that the Executive will relocate to the vicinity of the Company's principal U.S. headquarters, then the Executive shall be entitled to relocation benefits in a manner consistent with the Company's relocation policy and such additions thereto as mutually agreed to by the Executive and the Board (or a committee thereof), including purchase of his current residence at the appraised value (based on the average of three independent appraisals) by a relocation company in accordance with its standard procedures and a relocation allowance in an amount equal to one month's Base Salary. The Executive's right to have his current residence purchased as described in the preceding sentence shall be effective until September 1, 2004. In addition, the Company shall reimburse the Executive for the reasonable cost of travel between the Executive's current residence and the Company's principal U.S. headquarters and, prior to the Executive's relocation, the Company shall provide suitable temporary housing for the Executive's use when he is at the Company's principal U.S. headquarters plus living expenses, as mutually agreed to by the Executive and the Board (or a committee thereof). The Company shall gross up for tax purposes any deemed income arising pursuant to the payment or benefits provided under this Section 6(g) (other than any profit resulting from any sale of the Executive's residence), so that the economic benefit is the same to the Executive as if such payment or benefits were provided on a non-taxable basis to the Executive. All amounts payable under this Section 6(g) shall be subject to the Executive's presentment to the Company of appropriate documentation. (g) FINANCIAL COUNSELING AND TAX PREPARATION. The Company shall reimburse executive for personal financial counseling and tax preparation fees and expenses with a provider selected by the Executive, up to a maximum of US$ 20,000 per year. 7. TERMINATION. The Executive's employment and the Employment Term shall terminate on the first of the following to occur: (a) DISABILITY. Upon written notice by the Company to the Executive of termination due to Disability, while the Executive remains Disabled. For purposes of this Agreement, "Disability" shall be defined as the inability of the Executive to have performed his material duties hereunder due to a physical or mental injury, infirmity or incapacity for 180 days (including weekends and holidays) in any 365-day period. The existence or nonexistence of a Disability shall be determined by an independent physician selected by the Company and reasonably acceptable to Executive. (b) DEATH. Automatically on the date of death of the Executive. 7

(c) CAUSE. Immediately upon written notice by the Company to the Executive of a termination for Cause. "Cause" shall mean: (i) The Executive shall have been indicted for a felony other than one based on Limited Vicarious Liability, or (ii) The termination is evidenced by a resolution adopted in good faith by at least two-thirds of the members of the Board concluding that Executive: (A) intentionally and continually failed substantially to perform his reasonably assigned duties with the Company (other than a failure resulting from Executive's incapacity due to physical or mental illness or from the assignment to Executive of duties that would constitute Good Reason), which failure has continued for a period of at least 30 days after a written notice of demand for substantial performance, signed by a duly authorized member of the Board, has been delivered to Executive specifying the manner in which Executive has failed substantially to perform, or (B) intentionally engaged in conduct which is demonstrably and materially injurious to the Company; provided, however, that no termination of Executive's employment shall be for Cause as set forth in this subsection (B) until (1) there shall have been delivered to Executive a copy of a written notice, signed by a duly authorized member of the Board, stating that Executive was guilty of the conduct set forth in this subsection (B) and specifying the particulars thereof in detail, and (2) Executive shall have been provided an opportunity to be heard in person by the Board (with the assistance of Executive's counsel if Executive so desires). (iii) Notwithstanding anything in the foregoing to the contrary, if the Executive has been terminated ostensibly for Cause because he has been indicted for a felony (other than one involving Limited Vicarious Liability), and he is not convicted of, nor does he plead guilty or nolo contendere to, such felony or a lesser offense (based on the same operative facts), such termination shall be deemed to be a termination without Cause as of the date of the termination; provided, however, that, in the event that the Executive has been terminated ostensibly for Cause because he has been indicted for a felony (other than one involving Limited Vicarious Liability) (A) the Executive's ability to exercise outstanding stock options shall be suspended and stock options will only be forfeited in the event that the Executive is convicted of or pleads guilty or nolo contendere to a felony or a lesser offense and any vesting shall be suspended until a final determination in such proceeding is reached; (B) unvested restricted shares and deferred stock units shall only be forfeited in the event that the Executive is convicted of or pleads guilty or nolo contendere to a felony or a lesser offense and any vesting or distribution shall be suspended until a final determination in such proceeding is reached; (C) any cash payments shall be paid after a final determination in such proceeding is reached; and (D) the Company will pay the Executive an amount equal to the value of health and welfare benefits that would otherwise been provided to the Executive as a result of the termination, if any, after a final determination in such proceeding is reached. The 8

Company shall gross up for tax purposes the amount paid pursuant to subsection (D) hereof, so that the economic benefit is the same to the Executive as if such payment or benefits were provided on a non-taxable basis to the Executive. (iv) For purposes of the foregoing, the term "Limited Vicarious Liability" shall mean any liability which is based on acts of the Company for which Executive is responsible solely as a result of his office(s) with the Company; provided that (A) he was not directly involved in such acts and either had no prior knowledge of such intended actions or, upon obtaining such knowledge, promptly acted reasonably and in good faith to attempt to prevent the acts causing such liability or (B) after consulting with the Company's outside counsel, he reasonably believed that no law was being violated by such acts. (d) WITHOUT CAUSE. Upon written notice by the Company to the Executive of an involuntary termination without Cause, other than for death or Disability. (e) GOOD REASON. Upon written notice by the Executive to the Company of a termination for Good Reason, unless such events are corrected in all material respects by the Company within 30 days following written notification by the Executive to the Company that he intends to terminate his employment hereunder for one of the reasons set forth below. "Good Reason" shall mean, without the express written consent of the Executive, the occurrence of any of the following events: (i) assignment to the Executive of any duties inconsistent in any material respect with the Executive's position (including titles and reporting relationships), authority, duties or responsibilities as contemplated by this Agreement, or any other action by the Company which results in a significant diminution in such position, authority, duties or responsibilities, or any other action by the Company which, in the opinion of the Executive's outside counsel, would cause him to violate his legal, ethical or professional obligations (after written notice of such opinion has been provided by the Executive to the Board and the Company has not cured such action within the 15 day period following such notice); (ii) any failure by the Company to comply with any of the material provisions regarding Executive's Base Salary, bonus, annual equity incentive, benefits and perquisites, retirement benefit, relocation, and other benefits and amounts payable to Executive under this Agreement; (iii) the Executive being required to relocate to a principal place of employment more than 60 miles from his principal place of employment with the Company once it is established; (iv) the delivery by the Company of a notice of non-renewal pursuant to Section 2 hereof; (v) any breach of the Company's representations set forth in Section 23 hereof which has a material adverse impact on the Company or 9

(vi) any termination by the Executive during the 30-day period immediately following the fifteen-month anniversary of the date of any Change in Control. (f) WITHOUT GOOD REASON. Upon 30 days' prior written notice by the Executive to the Company of the Executive's voluntary termination of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date). 8. CONSEQUENCES OF TERMINATION. Any termination payments made and benefits provided under this Agreement to the Executive shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Company or its affiliates. Subject to Section 9, the following amounts and benefits shall be due to the Executive. (a) DISABILITY. Upon such termination, the Company shall pay or provide the Executive (i) any unpaid Base Salary through the date of termination and any accrued vacation in accordance with Company policy; (ii) any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination; (iii) reimbursement for any unreimbursed expenses incurred through the date of termination; and (iv) all other payments, benefits or fringe benefits to which the Executive may be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (collectively, "Accrued Amounts"). (b) DEATH. In the event the Employment Term ends on account of the Executive's death, the Executive's estate shall be entitled to any Accrued Amounts. (c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If the Executive's employment is terminated (i) by the Company for Cause, or (ii) by the Executive without Good Reason, the Company shall pay to the Executive any Accrued Amounts. (d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Executive's employment by the Company is terminated by the Company other than for Cause (other than a termination for Disability) or by the Executive for Good Reason, in addition to the acceleration provisions of Section 5(g), the Company shall pay or provide the Executive with (i) Accrued Amounts; (ii) a pro-rata portion of the Executive's annual bonus for the performance year in which the Executive's termination occurs at the time that annual bonuses are paid to other senior executives (determined by multiplying the amount the Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365); (iii) a lump sum in cash in an amount equal to the product of (A) the sum of (1) the then Base Salary and (2) the then target annual bonus or, if higher, the most recent annual bonus payment multiplied by (B) two; (iv) two additional years of service for purposes of calculating his Supplemental Retirement Benefit under Section 6(b) above, and (v) subject to the Executive's continued copayment of premiums, continued participation for two years in all health and welfare plans which cover the Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of the 10

Executive's continued employment) in effect on the date of termination. In the event the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular health or welfare plan, such continuation of coverage by the Company for such similar or improved benefit under such plan under this subsection shall immediately cease. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons (e.g., disability benefits) or because of the tax impact on the Executive, the Company shall pay the Executive an amount equal to the amount the Executive has to pay for comparable benefits (but in no event greater than two times the amount the Company would have paid for such benefits on behalf of the Executive if the benefits were provided to him as an employee) and gross-up for tax purposes any deemed income arising pursuant to the payments or benefits provided under this sentence, so that the economic benefit is the same to the Executive as if such payment or benefits were provided on a non-taxable basis to the Executive. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"). (e) TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. If, in anticipation of or within the sixteen-month period immediately following the occurrence of a Change in Control, the Executive's employment by the Company is terminated by the Company other than for Cause (other than a termination for Disability) or by the Executive for Good Reason, in addition to the acceleration provisions of Section 5(g) and Section 6(b)(iii), (i) the Company shall pay or provide the Executive with (A) Accrued Amounts and (B) a cash lump sum payment in an amount equal to the product of (1) the sum of (a) the then Base Salary and (b) the then target annual bonus or, if higher, the most recent annual bonus payment multiplied by (2) three, (ii) the Executive shall receive a lump sum cash payment representing the present value of the increase in the Supplemental Retirement Benefit that the Executive would have accrued under Section 6(b) assuming he had been credited with an additional three years of service for purposes of calculating such benefit (taking into account, as applicable, the provisions of under Section 6(b)(viii)), and (iii) all of the Executive's then outstanding equity awards shall be fully vested and any stock option then held by the Executive shall remain exercisable for the remainder of its stated term. The provision of the Accrued Amounts and cash payments described in clause (i) of the preceding sentence shall be in lieu of the corresponding payments to which the Executive would otherwise be entitled upon such termination pursuant to Section 8(d)(i) and (iii) hereof and the payment under clause (ii) of the preceding sentence shall be in lieu of any additional Supplemental Retirement Benefit the Executive would otherwise be entitled to under Section 8(d)(iv) hereof. 9. RELEASE. Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond Accrued Amounts shall only be payable if the Executive delivers to the Company (and does not revoke) a general release of all claims of the Executive occurring up to the release date in the form of Exhibit B hereto (with such changes therein as may be necessary to make it valid and encompassing under applicable law, the "Release") within 21 days of presentation thereof by the Company to the Executive. 10. EXCISE TAX. In the event that the Executive becomes entitled to payments and/or benefits which would constitute "parachute payments" within the meaning of Section 280G(b)(2) of the Code, the provisions of Exhibit C shall apply. 11

11. (a) CONFIDENTIALITY. The Executive agrees that he shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive's assigned duties and for the benefit of the Company, either during the period of the Executive's employment or at any time thereafter, any nonpublic, proprietary or confidential information, knowledge or data relating to the Company, any of its subsidiaries, affiliated companies or businesses, which shall have been obtained by the Executive during the Executive's employment by the Company. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and reasonably cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Notwithstanding clauses (i) and (ii) of the preceding sentence, the Executive's obligation to maintain such disclosed information in confidence shall not terminate where only portions of the information are in the public domain. (b) NONSOLICITATION. During the Executive's employment with the Company and for the one year period thereafter, the Executive agrees that he will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce (i) any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee or (ii) any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (c) NONCOMPETITION. The Executive acknowledges that he performs services of a unique nature for the Company that are irreplaceable, and that his performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Executive's employment hereunder and for the one year period thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business of the same type as any business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have proposed, on or prior to such date, to be engaged in on or after such date and in which the Executive has been involved to any extent (other than de minimus) at any time during the 12-month period ending with the date of termination, in any locale of any country in which the Company conducts business. This Section 11(c) shall not prevent the Executive from owning not more than one percent of the total shares of all classes of stock outstanding of any publicly held entity engaged in such business, nor will it restrict the Executive from rendering services to charitable organizations, as such term is defined in Section 501(c) of the Code. 12

(d) NONDISPARAGEMENT. Each of the Executive and the Company (for purposes hereof, the Company shall mean only the executive officers and directors thereof and not any other employees) agrees not to make any public statements that disparage the other party, or in the case of the Company, its respective affiliates, employees, officers, directors, products or services. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this Section 11(d). (e) EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the provisions of this Section would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. (f) REFORMATION. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 11 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state. (g) SURVIVAL OF PROVISIONS. The obligations contained in this Section 11 shall survive the termination or expiration of the Executive's employment with the Company and shall be fully enforceable thereafter. 12. ATTORNEY'S FEES. (a) In the event of any dispute arising out of or under this Agreement or the Executive's employment with the Company, if the arbitrator or court of competent jurisdiction, whichever is hearing the matter, determines that the Executive has prevailed on the issues in the arbitration or court proceeding, as the case may be, the Company shall, upon presentment of appropriate documentation, at the Executive's election, pay or reimburse the Executive for all reasonable legal and other professional fees, costs of arbitration and other reasonable expenses incurred in connection therewith by the Executive. (b) The Company shall promptly pay the Executive's reasonable costs of entering into this Agreement, including the reasonable fees and expenses of his counsel and other professionals, up to a maximum of US $25,000 (based on such counsel's and professionals' standard hourly rates). The Company shall gross up for tax purposes any deemed income to the Executive arising pursuant to the payments provided under this Section 12(b), so that the economic benefit is the same to the Executive as if such payments were provided on a non-taxable basis to the Executive. 13

13. NO ASSIGNMENTS. (a) This Agreement is personal to each of the parties hereto. Except as provided in Section 13(b) below, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. (b) The Company may assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company provided the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. 14. NOTICE. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if delivered by hand, (ii) on the date of transmission, if delivered by confirmed facsimile, (iii) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (iv) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: At the address (or to the facsimile number) shown on the records of the Company If to the Company: Tyco International Ltd. The Zurich Centre Second Floor 90 Pitts Bay Road Pembroke, HMO8, Bermuda Attention: Corporate Secretary with a copy to: Tyco International Ltd. One Town Center Road P.O. Box 5035 Boca Raton, Florida 33486 Attention: Chief Executive Officer or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 15. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms 14

of this Agreement and any form, award, plan or policy of the Company, the terms of this Agreement shall control. 16. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity of unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. 17. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 18. ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement, other than injunctive relief under Section 11(e) hereof or the Release or damages for breach of Section 11, shall be settled exclusively by arbitration, conducted before a single arbitrator in New York, New York in accordance with the J*A*M*S/ENDISPUTE Streamlined Arbitration Rules and Procedures or J*A*M*S/ENDISPUTE Comprehensive Arbitration Rules and Procedures, as applicable, but expressly excluding Rule 28 of the J*A*M*S/ENDISPUTE Streamlined Rules (Final Offer (or Baseball) Arbitration Option) and Rule 33 of the J*A*M*S/ENDISPUTE Comprehensive Rules (Final Offer (or Baseball) Arbitration Option), as the case may be (or any successor provisions). The arbitrator will be a former or retired judge selected from a list of those affiliated with J*A*M*S/ ENDISPUTE. The arbitrator will have the authority to permit discovery and to follow the procedures that he or she determines to be appropriate. The arbitrator will have no power to award consequential (including lost profits), punitive or exemplary damages. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator's award in any court having jurisdiction. Subject to Section 12, each party shall bear its own legal fees and costs and equally divide the forum fees and costs of the arbitrator. 19. INDEMNIFICATION. The Company hereby agrees to indemnify the Executive and hold him harmless to the fullest extent permitted by law and under the by-laws of the company against and in respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney's fees), losses, and damages resulting from the Executive's good faith performance of his duties and obligations with the Company. The Company shall cause the entities listed on Exhibit D hereto to execute indemnity commitments in the form of Exhibit E hereto. 20. LIABILITY INSURANCE. The Company shall cover the Executive under directors and officers liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its other officers and directors. 21. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or 15

subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York without regard to its conflicts of law principles. 22. FULL SETTLEMENT. Except as set forth in this Agreement, the Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including without limitation, set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others, except to the extent any amounts are due the Company or its subsidiaries or affiliates pursuant to a judgment against the Executive. In no event shall the Executive be obliged to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by another employer. 23. REPRESENTATIONS. (a) The Company represents and warrants that, as of the Effective Date, all financial statements for each quarter and fiscal year since October 1, 1999 fairly present in all material respects results of operations, financial position and cash flows of the Company in conformity with Generally Accepted Accounting Principles as of the applicable reporting dates except as reported in the notes to those financial statements. (b) The Executive represents and warrants to the Company that he has the legal right to enter into this Agreement and to perform all of the obligations on his part to be performed hereunder in accordance with its terms and that he is not a party to any agreement or understanding, written or oral, which could prevent him from entering into this Agreement or performing all of his obligations hereunder. 24. WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. 16

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. TYCO INTERNATIONAL LTD.
By: /s/ John A. Krol --------------------------Name: ------------------------Title: -----------------------ERIC M. PILLMORE /s/ Eric M. Pillmore ------------------------------

17

EXHIBIT A DEFINITION OF CHANGE IN CONTROL "Change in Control" shall mean the first to occur of any of the following events: (a) any "person" (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), excluding for this purpose, (i) the Company or any subsidiary of the Company, or (ii) any employee benefit plan of the Company or any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan which acquires beneficial ownership of voting securities of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of securities of the Company representing more than 30% of the combined voting power of the Company's then outstanding securities; provided, however, that no Change in Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company; or (b) persons who, as of the 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 the Company subsequent to the 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% of the Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election 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 intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or (c) consummation of a reorganization, merger or consolidation or sale or other disposition of at least 80% of the assets of the Company (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 the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% 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 the Company or all or substantially all of the Company'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 the Company; or (d) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. A-1

EXHIBIT B FORM OF RELEASE AGREEMENT AND GENERAL RELEASE Tyco International Ltd., its affiliates, subsidiaries, divisions, successors and assigns and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to throughout this Agreement as "Employer") and Eric M. Pillmore, his heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as "Employee") agree: 1. LAST DAY OF EMPLOYMENT. Employee's last day of employment with Employer is DATE. In addition, effective as of DATE, Employee resigns from his position as Senior Vice President, Corporate Governance of Tyco International Ltd. and will not be eligible for any benefits or compensation after DATE, other than as specifically provided in Sections 5 and 8 of the employment agreement between Tyco International Ltd. and Employee dated as of August 12, 2002 (the "Employment Agreement"), subject to the Employee's executing, delivering and not revoking Appendix 1 hereto. Employee further acknowledges and agrees that, after DATE, he will not represent himself as being a director, employee, officer, trustee, agent or representative of the Employer for any purpose and will not make any public statements relating to the Employer, other than general statements relating to his position, title or experience with the Employer, subject to the confidentiality provision under Section 11(a) of the Employment Agreement and in no event will the Employee make any statements as an agent or representative of the Employer. In addition, effective as of DATE, Employee resigns from all offices, directorships, trusteeships, committee memberships and fiduciary capacities held with, or on behalf of, the Employer or any benefit plans of the Employer. These resignations will become irrevocable as set forth in Section 3 below. 2. CONSIDERATION. The parties acknowledge that this Agreement and General Release is being executed in accordance with Section 9 of the Employment Agreement. 3. REVOCATION. Employee may revoke this Agreement and General Release for a period of seven (7) calendar days following the day he executes this Agreement and General Release. Any revocation within this period must be submitted, in writing, to Tyco and state, "I hereby revoke my acceptance of our Agreement and General Release." The revocation must be personally delivered to SENIOR VICE PRESIDENT OF HUMAN RESOURCES' NAME, or her designee, or mailed to Tyco, One Tyco Park, Exeter, New Hampshire, 03833 and postmarked within seven (7) calendar days of execution of this Agreement and General Release. This Agreement and General Release shall not become effective or enforceable until the revocation period has expired. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in New York, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday. 4. GENERAL RELEASE OF CLAIM. Employee knowingly and voluntarily releases and forever discharges Employer from any and all claims, causes of action, demands, fees and liabilities of any kind whatsoever, whether known and unknown, against Employer, B-1

Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: - The National Labor Relations Act, as amended; - Title VII of the Civil Rights Act of 1964, as amended; - The Civil Rights Act of 1991; - Sections 1981 through 1988 of Title 42 of the United States Code, as amended; - The Employee Retirement Income Security Act of 1974, as amended; - The Immigration Reform and Control Act, as amended; - The Americans with Disabilities Act of 1990, as amended; - The Age Discrimination in Employment Act of 1967, as amended; - The Older Workers Benefit Protection Act of 1990; - The Worker Adjustment and Retraining Notification Act, as amended; - The Occupational Safety and Health Act, as amended; - The Family and Medical Leave Act of 1993; - The STATE Civil Rights Act, as amended; - The STATE Minimum Wage Law, as amended; - Equal Pay Law for STATE, as amended; - Any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance; - Any public policy, contract, tort, or common law; or - Any allegation for costs, fees, or other expenses including attorneys' fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) the Employee's rights of indemnification and directors and officers liability insurance coverage to which he was entitled immediately prior to DATE with regard to his service as an officer of the Employer (including, without limitation, under Sections 19 and 20 of the Employment Agreement); (ii) the Employee's rights under any tax-qualified pension or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Employer or under COBRA; (iii) the Employee's rights B-2

under the provisions of the Employment Agreement which are intended to survive termination of employment; or (iv) the Employee's rights as a stockholder. 5. NO CLAIMS PERMITTED. Employee waives his right to file any charge or complaint against Employer arising out of his employment with or separation from Employer before any federal, state or local court or any state or local administrative agency, except where such waivers are prohibited by law. This Agreement, however, does not prevent Employee from filing a charge with the Equal Employment Opportunity Commission, any other federal government agency, and/or any government agency concerning claims of discrimination, although Employee waives his right to recover any damages or other relief in any claim or suit brought by or through the Equal Employment Opportunity Commission or any other state or local agency on behalf of Employee under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 as amended, the Americans with Disabilities Act, or any other federal or state discrimination law, except where such waivers are prohibited by law. 6. AFFIRMATIONS. Employee affirms he has not filed, has not caused to be filed, and is not presently a party to, any claim, complaint, or action against Employer in any forum or form. Employee further affirms that he has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which he may be entitled and no other compensation, wages, bonuses, commissions and/or benefits are due to him, except as provided in Sections 5 and 8 of the Employment Agreement. Employee also affirms he has no known workplace injuries. 7. CONFIDENTIALITY; COOPERATION; RETURN OF PROPERTY. Employee agrees not to disclose any information regarding the circumstances surrounding the cessation of his employment, or the existence, terms, or conditions of this Agreement and General Release, to any person or entity whatsoever, including without limitation, any members of the media (including, but not limited to, print journalists, newspapers, radio, television, cable, satellite programs, or Internet media) or any Internet web page or "chat room," or any other entity or person, with the exception of Employee's spouse, accountant, tax advisor, and/or attorneys. Notwithstanding the aforementioned provision, nothing herein shall preclude, Employee from divulging any information to any agency of the federal, state, or local government pursuant to an official request by such government agency or pursuant to court order (provided that the Executive provides the Employer with prior notice of the contemplated disclosure and reasonably cooperates with the Employer at its expense in seeking a protective order or other appropriate protection of such information). Employee agrees to reasonably cooperate with the Employer and its counsel in connection with any investigation, administrative proceeding or litigation relating to any matter that occurred during his employment in which he was involved or of which he has knowledge. The Employer will reimburse the Employee for any reasonable pre-approved out-of-pocket travel, delivery or similar expenses incurred in providing such service to the Employer. Employee represents that he has returned to the Employer all property belonging to the Employer, including but not limited to any leased vehicle, laptop, cell phone, keys, access cards, phone cards and credit cards. 8. GOVERNING LAW AND INTERPRETATION. This Agreement and General Release shall be governed and conformed in accordance with the laws of the State of New York without regard to its conflict of laws provision. In the event Employee or Employer B-3

breaches any provision of this Agreement and General Release, Employee and Employer affirm either may institute an action to specifically enforce any term or terms of this Agreement and General Release. Should any provision of this Agreement and General Release be declared illegal or unenforceable by any court of competent jurisdiction and should the provision be incapable of being modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement and General Release in full force and effect. Nothing herein, however, shall operate to void or nullify any general release language contained in the Agreement and General Release. 9. NONADMISSION OF WRONGDOING. Employee agrees neither this Agreement and General Release nor the furnishing of the consideration for this Release shall be deemed or construed at any time for any purpose as an admission by Employer of any liability or unlawful conduct of any kind. 10. AMENDMENT. This Agreement and General Release may not be modified, altered or changed except upon express written consent of both parties wherein specific reference is made to this Agreement and General Release. 11. ENTIRE AGREEMENT. This Agreement and General Release sets forth the entire agreement between the parties hereto and fully supersedes any prior agreements or understandings between the parties; provided, however, that notwithstanding anything in this Agreement and General Release, the provisions in the Employment Agreement which are intended to survive termination of the Employment Agreement, including but not limited to those contained in Section 11 thereof, shall survive and continue in full force and effect. Employee acknowledges he has not relied on any representations, promises, or agreements of any kind made to him in connection with his decision to accept this Agreement and General Release. EMPLOYEE HAS BEEN ADVISED THAT HE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE. EMPLOYEE AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE EMPLOYMENT AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST EMPLOYER. B-4

IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Agreement and General Release as of the date set forth below: Tyco International Ltd.
By: ------------------------------SENIOR VICE PRESIDENT OF HUMAN RESOURCES' NAME Date: -----------------------------

----------------------------------------ERIC M. PILLMORE

Date: ------------------------------------

B-5

MR. ERIC M. PILLMORE Re: Agreement and General Release Dear Eric: This letter confirms that on DATE, I personally sent to you the enclosed Agreement and General Release. You have until DATE to consider this Agreement and General Release, in which you waive important rights, including those under the Age Discrimination in Employment Act of 1967. To this end, we advise you to consult with an attorney of your choosing prior to executing this Agreement and General Release. Regards, SENIOR VICE PRESIDENT OF HUMAN RESOURCES' NAME Tyco International Ltd. B-6

APPENDIX 1 SENIOR VICE PRESIDENT OF HUMAN RESOURCES' NAME Tyco International Ltd. Re: Agreement and General Release Dear NAME, On __________ [date] I executed an Agreement and General Release between Tyco International Ltd. and me. I was advised by Tyco International Ltd., in writing, to consult with an attorney of my choosing, prior to executing this Agreement and General Release. More than seven (7) calendar days have expired since I executed the above-mentioned Agreement and General Release. I have at no time revoked my acceptance or execution of that Agreement and General Release and hereby reaffirm my acceptance of it. Therefore, in accordance with the terms of our Agreement and General Release, I request payment of the monies and benefits described in Sections 5 and 8 of the Employment Agreement. Regards, Signed: ERIC M. PILLMORE Appendix-1

EXHIBIT C GROSS-UP PROVISIONS (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that the Executive shall become entitled to payments and/or benefits provided by this Agreement or any other amounts in the "nature of compensation" (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company or any affiliate, any person whose actions result in a change of ownership or effective control of the Company covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control of the Company (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive 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 Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of paragraph (c), all determinations required to be made under this Exhibit C, 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 a nationally recognized accounting firm (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. The Accounting Firm shall be jointly selected by the Company and the Executive and shall not, during the two years preceding the date of its selection, have acted in any way on behalf of the Company or its affiliated companies. If the Company and the Executive cannot agree on the firm to serve as the Accounting Firm, then the Company and the Executive shall each select a nationally recognized accounting firm and those two firms shall jointly select a nationally recognized accounting firm to serve as the Accounting Firm. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Exhibit C, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion, based upon "substantial authority" (within the meaning of Section 6230 of the Code), that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive, absent manifest error. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph (c) hereof and the Executive thereafter is required to make a payment of any Excise Tax, the C-1

Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this paragraph (c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided the Executive shall not be required by the Company to agree to any extension of the statute of limitations relating to the payment of taxes for the C-2

taxable year of the Executive with respect to which such contested amount is claimed to be due unless such extension is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. Notwithstanding anything contained in this subsection (c) to the contrary, if at the time that the Company would otherwise advance an amount to the Executive with direction to pay any such claim and sue for a refund, the Executive is an executive officer of the Company and such advancement would be prohibited under applicable law, then the Company shall contest the claim in lieu of directing the Executive to pay such claim and sue for a refund. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to paragraph (c) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to paragraph (f) hereof and subject to the Company's complying with the requirements of paragraph (c) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to paragraph (c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) If, pursuant to regulations issued under Section 280G or 4999 of the Code, the Company and the Executive were required to make a preliminary determination of the amount of an excess parachute payment and thereafter a redetermination of the Excise Tax is required under the applicable regulations, the parties shall request the Accounting Firm to make such redetermination. If as a result of such redetermination an additional Gross-Up Payment is required, the amount thereof shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. If the redetermination of the Excise Tax results in a reduction of the Excise Tax, the Executive shall take such steps as the Company may reasonably direct in order to obtain a refund of the excess Excise Tax paid. If the Company determines that any suit or proceeding is necessary or advisable in order to obtain such refund, the provisions of paragraph (c) hereof relating to the contesting of a claim shall apply to the claim for such refund, including, without limitation, the provisions concerning legal representation, cooperation by the Executive, participation by the Company in the proceedings and indemnification by the Company. Upon receipt of any such refund, the Executive shall (subject to paragraph (f) hereof) promptly pay the amount of such refund to the Company. If the amount of the income taxes otherwise payable by the Executive in respect of the year in which the Executive makes such payment to the Company is reduced as a result of such payment, the Executive shall, no later than the filing of his income tax return in respect of such year, pay the amount of such tax benefit to the Company (subject to paragraph (f) hereof). In the event there is a subsequent redetermination of the Executive's income taxes resulting in a reduction of such tax benefit, the Company shall, promptly after receipt of notice of such reduction, pay to the Executive the amount of such reduction. If the Company objects to the calculation or C-3

recalculation of the tax benefit, as described in the preceding two sentences, the Accounting Firm shall make the final determination of the appropriate amount. The Executive shall not be obligated to pay to the Company the amount of any further tax benefits that may be realized by him as a result of paying to the Company the amount of the initial tax benefit. (f) Each provision of this Exhibit C shall be interpreted in a manner consistent with the overall intent of this Exhibit C, which is to make the Executive whole, on an after-tax basis, from any imposition of (or claim to impose) the Excise Tax, it being acknowledged and understood that the reversal of any advance made by the Company pursuant to paragraph (c) hereof, or the correction of any other type of overpayment of a Gross-Up Payment to the Executive by the Company, may result in the Executive paying to the Company an amount which is less than the related advance or other overpayment by the Company. In particular and not by way of limitation, any other provision of this Exhibit C notwithstanding, the Executive shall not in any event be obligated, in connection with repaying any refund as described in paragraphs (d) and (e) hereof, to pay the Company an amount greater than the net after-tax portion of any advance or other type of Gross-Up Payment that he has retained or has recovered as a refund from the applicable taxing authorities; but the Executive shall not be relieved of his obligation hereunder to recover certain amounts as a refund or credit. C-4

EXHIBIT D INDEMNIFIERS Tyco International (US) Inc. D-1

EXHIBIT E INDEMNITY COMMITMENT August 12, 2002 Mr. Eric M. Pillmore c/o Tyco International Ltd. One Towne Center Road Boca Raton, Florida 33486 Dear Eric: Reference is made to Section 19 of the employment agreement (the "Agreement"), dated as of August 12, 2002, between you and Tyco International Ltd. The purpose of this letter is to confirm that Tyco International (US) Inc. will indemnify you and hold you harmless to the fullest extent permitted by law and under the by-laws of the company against and in respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney's fees), losses, and damages resulting from the good faith performance of your duties and obligations under the Agreement. TYCO INTERNATIONAL (US) INC. By: Name: Title: E-1

EXHIBIT 10.2 CONFORMED COPY

U.S.$1,500,000,000 364-DAY REVOLVING CREDIT AGREEMENT DATED AS OF JANUARY 31, 2003 AMONG TYCO INTERNATIONAL GROUP S.A., BORROWER TYCO INTERNATIONAL LTD., SENSORMATIC ELECTRONICS CORPORATION SCOTT TECHNOLOGIES, INC. INNERDYNE, INC., PARENT SUBSIDIARY GUARANTORS BANK OF AMERICA, N.A., ADMINISTRATIVE AGENT MORGAN STANLEY SENIOR FUNDING, INC., SYNDICATION AGENT JPMORGAN CHASE BANK, DOCUMENTATION AGENT AND BANC OF AMERICA SECURITIES LLC MORGAN STANLEY SENIOR FUNDING, INC., JOINT LEAD ARRANGERS

TABLE OF CONTENTS
PAGE -------ARTICLE 1 DEFINITIONS Definitions................................... Accounting Terms and Determinations........... Types of Loans and Borrowings................. Letter of Credit Amounts...................... Times of Day.................................. Currency Equivalents Generally................

Section Section Section Section Section Section

1.01. 1.02. 1.03. 1.04. 1.05. 1.06.

1 27 28 28 28 28

ARTICLE 2 THE CREDITS Section 2.01. Commitments to Lend........................... Section 2.02. Notice of Borrowing........................... Section 2.03. Notice to Banks; Funding of Loans............. Section 2.04. Letters of Credit............................. Section 2.05. Promissory Notes.............................. Section 2.06. Maturity of Loans............................. Section 2.07. Interest Rates; Market-Based Premium.......... Section 2.08. Fees.......................................... Section 2.09. Optional Termination or Reduction of Commitments............................................... Section 2.10. Mandatory Termination of Commitments.......... Section 2.11. Prepayments................................... Section 2.12. General Provisions as to Payments............. Section 2.13. Funding Losses................................ Section 2.14. Computation of Interest and Fees.............. Section 2.15. Regulation D Compensation..................... Section 2.16. Method of Electing Interest Rates............. ARTICLE 3 CONDITIONS Section 3.01. Effectiveness................................. Section 3.02. Borrowings.................................... ARTICLE 4 REPRESENTATIONS AND WARRANTIES Section 4.01. Corporate Existence and Power................. Section 4.02. Corporate and Governmental Authorization; No Contravention............................................. Section 4.03. Binding Effect................................ Section 4.04. Financial Information......................... Section 4.05. Litigation.................................... Section 4.06. Compliance with ERISA......................... Section 4.07. Environmental Matters......................... Section 4.08. Taxes......................................... Section 4.09. Subsidiaries.................................. Section 4.10. Not an Investment Company..................... Section 4.11. Full Disclosure............................... Section 4.12. Obligations to Be Pari Passu.................. Section 4.13. Ownership of Property......................... Section 4.14. Intellectual Property; Licenses, Etc.......... Section 4.15. Casualty, Etc................................. Section 4.16. Subsidiary Guarantors.........................

28 29 29 30 37 38 38 38 39 39 39 40 42 42 42 42

44 45

46 46 47 47 47 47 48 48 48 49 49 49 49 49 49 50

PAGE -------ARTICLE 5 COVENANTS Section 5.01. Information................................... Section 5.02. Payment of Obligations........................ Section 5.03. Maintenance of Property; Insurance............ Section 5.04. Conduct of Business and Maintenance of Existence................................................. Section 5.05. Compliance with Laws.......................... Section 5.06. Inspection of Property, Books and Records..... Section 5.07. Limitation on Restrictions on Subsidiary Dividends and Other Distributions......................... Section 5.08. Debt.......................................... Section 5.09. Financial Covenants........................... Section 5.10. Restrictions on Liens......................... Section 5.11. Consolidations, Mergers and Sales of Assets... Section 5.12. Transactions with Affiliates.................. Section 5.13. Restricted Payments........................... Section 5.14. Subsidiary Guarantors; Covenant to Give Guarantee and Pari Passu Guarantees....................... Section 5.15. Use of Proceeds............................... Section 5.16. Limitations on Sale and Leaseback Transactions.............................................. Section 5.17. Investments................................... Section 5.18. Five-Year Credit Agreement.................... Section 5.19. Negative Pledge............................... ARTICLE 6 DEFAULTS Events of Default............................. Remedies upon Event of Default................ Application of Funds.......................... Notice of Default.............................

50 51 52 52 53 53 53 54 55 56 57 58 59 59 60 60 60 60 60

Section Section Section Section

6.01. 6.02. 6.03. 6.04.

60 63 64 65

ARTICLE 7 THE AGENTS Section 7.01. Appointment and Authorization of the Agents... Section 7.02. Delegation of Duties.......................... Section 7.03. Liability of Agents........................... Section 7.04. Reliance by Agents............................ Section 7.05. Notice of Default............................. Section 7.06. Credit Decision; Disclosure of Information by Agent..................................................... Section 7.07. Indemnification of Agents..................... Section 7.08. Agents in Their Individual Capacity........... Section 7.09. Successor Administrative Agent................ Section 7.10. Administrative Agent May File Proofs of Claim..................................................... Section 7.11. Guarantee Matters............................. Section 7.12. Other Agents; Arrangers and Managers.......... ARTICLE 8 CHANGE IN CIRCUMSTANCES Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair................................................. Section 8.02. Illegality.................................... Section 8.03. Increased Cost and Reduced Return............. Section 8.04. Taxes......................................... Section 8.05. Base Rate Loans Substituted for Euro-Dollar Loans.....................................................

65 66 66 66 67 67 67 68 68 69 70 70

71 71 72 73 74

ii

Section 8.06. Substitution of Bank.......................... ARTICLE 9 MISCELLANEOUS Section 9.01. Notices and Other Communications; Facsimile Copies.................................................... Section 9.02. No Waivers.................................... Section 9.03. Expenses; Indemnification..................... Section 9.04. Sharing of Set-Offs; Payments Set Aside....... Section 9.05. Amendments and Waivers........................ Section 9.06. Successors and Assigns........................ Section 9.07. Collateral.................................... Section 9.08. Governing Law................................. Section 9.09. Counterparts; Integration..................... Section 9.10. Waiver of Jury Trial.......................... Section 9.11. Judgment Currency............................. Section 9.12. Judicial Proceedings.......................... Section 9.13. Loans and Unreimbursed Drawings............... Section 9.14. Confidentiality............................... Section 9.15. No Challenges................................. ARTICLE 10 GUARANTEE Section 10.01. The Guarantee................................ Section 10.02. Guarantee Unconditional...................... Section 10.03. Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances.................... Section 10.04. Waivers and Acknowledgments by the Guarantors................................................ Section 10.05. Subrogation.................................. Section 10.06. Stay of Acceleration.........................

PAGE -------74

75 76 76 77 78 79 83 83 83 83 83 84 85 85 86

86 87 88 89 89 90

SCHEDULES
Schedule Schedule Schedule Schedule Schedule I II III 4.05 9.01 -----Pricing Commitments Existing Letters of Credit Existing Litigation Administrative Agent's Office, Certain Addresses for Notices

iii

EXHIBITS
Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit A B-1 B-2 C-1 C-2 D E F G-1 G-2 H I J K --------------Promissory Note Notice of Borrowing Notice of Issuance Opinion of General Counsel of the Parent Opinion of Special New York Counsel to the Parent and the Borrower Opinion of Special Counsel for the Borrower Opinion of Special Counsel for the Parent Assignment and Assumption Agreement Form of Subsidiary Guarantee Form of Borrower Subsidiary Guarantee Form of Cash Collateral Account Agreement Form of Joinder Agreement Form of L/C Report Form of Opinion of Counsel(s) to Subsidiary Guarantor(s)

iv

364-DAY REVOLVING CREDIT AGREEMENT This CREDIT AGREEMENT is entered into as of January 31, 2003 among TYCO INTERNATIONAL GROUP S.A., as Borrower, TYCO INTERNATIONAL LTD., SENSORMATIC ELECTRONICS CORPORATION, SCOTT TECHNOLOGIES, INC. and INNERDYNE, INC., as Parent Subsidiary Guarantors, the BANKS listed on the signature pages hereof and BANK OF AMERICA, N.A., as Agent and initial L/C Issuer. The Borrower has requested that the Banks provide a revolving credit facility in an aggregate principal amount of U.S.$1,500,000,000, and the Banks are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE 1 DEFINITIONS Section 1.01. DEFINITIONS. The following terms, as used herein, have the following meanings: "ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME" on any date means the amount of "Accumulated Other Comprehensive (Loss) Income" of the Parent and its Subsidiaries as of the end of the most recently completed fiscal quarter of the Parent prior to such date of determination determined on a consolidated basis in accordance with GAAP. "ADDITIONAL SUBSIDIARY GUARANTOR" has the meaning set forth in SECTION 5.14(B). "ADMINISTRATIVE AGENT" means Bank of America, N.A. in its capacity as administrative agent for the Banks under the Financing Documents, any successor agent that becomes the Administrative Agent pursuant to SECTION 7.09, and the respective corporate successors of the foregoing acting in such capacity. "ADMINISTRATIVE AGENT'S OFFICE" means the Administrative Agent's address, and, as appropriate, account as set forth on SCHEDULE 9.01, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Banks. "ADMINISTRATIVE QUESTIONNAIRE" means, with respect to each Bank, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Bank. "AFFILIATE" means (i) any Person that directly, or indirectly through one or more intermediaries, controls the Parent (a "CONTROLLING PERSON") or (ii) any Person (other than the Parent or a Subsidiary) which is controlled by or is under common control with a Controlling Person. As used herein, the term "CONTROL" means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The fact that an Affiliate of a Person is a member of a law firm that renders services to such Person or its Affiliates does not mean that the law firm is an Affiliate of such Person. "AFFILIATE TRANSACTIONS" has the meaning set forth in SECTION 5.12. "AGENTS" means the Administrative Agent, MSSF, in its capacity as syndication agent hereunder and JPMorgan Chase Bank, in its capacity as documentation agent hereunder, and their respective successors and assigns. "AGENT-RELATED PERSONS" means the Administrative Agent and MSSF, in its capacity as syndication agent, together with their respective Affiliates (including, in the case of Bank of America in its capacity 1

as the Administrative Agent, BAS), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. "ALPHA" means Tyco International Finance Alpha GmbH, a Swiss corporation. "APPLICABLE LENDING OFFICE" means, with respect to any Bank, (i) in the case of its Base Rate Loans, its Domestic Lending Office and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office. "APPROVED FUND" means any Fund that is administered or managed by (i) a Bank, (ii) an affiliate of a Bank or (iii) an entity or an affiliate of an entity that administers or manages a Bank. "ASSIGNEE" means (i) a Bank; (ii) a Bank Affiliate; (iii) an Approved Fund; and (iv) any other Person (other than a natural person) approved by (a) the Administrative Agent and (b) the L/C Issuers (each such approval not to be unreasonably withheld or delayed); PROVIDED that notwithstanding the foregoing, "Assignee" shall not include the Borrower or any of the Borrower's Affiliates or Subsidiaries. "ASSIGNMENT AND ASSUMPTION AGREEMENT" has the meaning set forth in SECTION 9.06(b). "ATTORNEY COSTS" means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel. "ATTRIBUTABLE DEBT" shall mean, as of the date of its determination, the present value (discounted at an interest rate implicit in the terms of the lease) of the obligation of a lessee for rental payments pursuant to any Sale and Leaseback Transaction during the remaining term of such Sale and Leaseback Transaction (including any period for which the lease relating thereto has been extended), such rental payments not to include amounts payable by the lessee for maintenance and repairs, insurance, taxes, assessments and similar charges and for contingent rents (such as those based on sales). "AUTO-RENEWAL LETTER OF CREDIT" has the meaning set forth in SECTION 2.04(b)(III). "AVAILABILITY PERIOD" means the period from and including the Effective Date to the earliest of (i) the Termination Date, (ii) the date of termination of the Commitments pursuant to SECTION 2.09 or 2.10, and (iii) the date of termination of the commitment of each Bank to make Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to SECTION 6.02. "AVERAGE TRADING PRICE" means the average of the trading prices that are obtained by the Co-Agents from the trading desks of SSB, Morgan Stanley and BAS for the Benchmark Notes for the period of ten consecutive trading days ending on the third Business Day prior to a Quarterly Payment Date; PROVIDED, HOWEVER, that in the event no trading in the Benchmark Notes is reported for any of such ten trading days, the Co-Agents shall utilize the average of the "bid" and "ask" quotes as of 10:00 a.m. on such day obtained by the Co-Agents from the trading desks of SSB, Morgan Stanley and BAS for each such day in determining the Average Trading Price as of such Quarterly Payment Date. "BANK" means each financial institution listed on the signature pages hereof, each Assignee which becomes a Bank pursuant to SECTION 9.06(B), and the respective corporate successors of the foregoing. "BANK AFFILIATE" means, with respect to any Agent or any Bank, any Person controlling, controlled by or under common control with such Agent or such Bank, as the case may be. "BANK OF AMERICA" means Bank of America, N.A. and its successors. "BANK PARENT" means, with respect to any Bank, any Person controlling such Bank. "BANKRUPTCY LAW" means Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief

2

laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. "BAS" means Banc of America Securities LLC. "BASE RATE" means for any day a fluctuating rate per annum equal to the higher of (i) the Federal Funds Rate PLUS 1/2 of 1% and (ii) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate." The "prime rate" is a rate set by Bank of America based upon various factors including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. "BASE RATE LOAN" means a Loan which bears interest at the Base Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate Election or the provisions of SECTION 2.07(A) or ARTICLE 8. "BASE RATE MARGIN" has the meaning specified in the Pricing Schedule. "BENCHMARK NOTES" means the Borrower's Senior Notes due February 15, 2006. "BERMUDA COMPANIES LAW" means every Bermuda statute from time to time in force concerning companies insofar as the same applies to the Parent. "BORROWER" means Tyco International Group S.A., a Luxembourg company, and its successors. "BORROWER SUBSIDIARY GUARANTEE" means the Guarantee made by the Borrower Subsidiary Guarantors in favor of the Agents, the L/C Issuers and the Banks substantially in the form of EXHIBIT G-2 hereto as it may be amended, restated, supplemented or otherwise modified from time to time. "BORROWER SUBSIDIARY GUARANTEE SUPPLEMENT" means the guarantee supplement attached as Exhibit A to the Borrower Subsidiary Guarantee pursuant to which, upon the execution and delivery thereof by a Subsidiary of the Borrower, such Person shall become a party to the Borrower Subsidiary Guarantee and a Borrower Subsidiary Guarantor thereunder. "BORROWER SUBSIDIARY GUARANTORS" means ADT Security Services, Inc., Tyco Plastics LP, SimplexGrinnell LP, Tyco Electronics Corporation, Mallinckrodt Inc., Tyco Healthcare Retail Group, Inc., Tyco Healthcare Group LP, Alpha and Tyco Group S.a.r.l. "BORROWER'S DEBT SECURITIES" means the Borrower's senior unsecured long-term debt securities without third-party credit enhancement. "BORROWING" has the meaning set forth in SECTION 1.03. "BUSINESS DAY" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state where the Administrative Agent's Office is located and, if such day relates to any Euro-Dollar Loan, means any such day on which dealings in U.S. dollar deposits are conducted by and between banks in the London interbank eurodollar market. "CASH COLLATERAL ACCOUNT" means a blocked, non-interest-bearing deposit account (deposits in which account may be invested from time to time in U.S. dollar-denominated Cash Equivalents) at Bank of America (or another commercial bank or financial institution consented to by the L/C Issuer of the Letter of Credit in respect of which cash collateral is required to be delivered hereunder) for the benefit of such L/C Issuer and the Banks in the name of the Borrower and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to such 3

L/C Issuer, and shall include the securities account through which such U.S. dollar-denominated Cash Equivalents on deposit are invested. "CASH COLLATERAL ACCOUNT AGREEMENT" has the meaning specified in SECTION 2.04(G). "CASH COLLATERALIZE" has the meaning specified in SECTION 2.04(G). "CASH EQUIVALENTS" means any of the following types of Investments, to the extent owned by the Parent or any of its Subsidiaries free and clear of all Liens (other than Liens created or permitted under the Financing Documents): (i) readily marketable obligations issued or directly and fully guaranteed or insured by (A) the United States of America or any agency or instrumentality thereof having remaining terms to maturity of not more than three years from the date of acquisition thereof or (B) in the case of an Investment of funds held in the ordinary course of business by the Borrower or a Subsidiary outside the United States, the government of the country in which such funds are held (or any political subdivision thereof) which obligations have a rating from S&P of at least "AA-" or at least "Aa3" from Moody's, or in the event such obligations are not rated by S&P or Moody's, such government or such political subdivision thereof has a rating from S&P of at least "AA-" or at least "Aa3" from Moody's, in each case with a remaining term to maturity of not more than three years from the date of acquisition thereof; (ii) time deposits with, or certificates of deposit or bankers' acceptances of, any commercial bank or other depository institution that (i) is a Bank or (ii) has a rating from S&P of at least "A" or at least "A2" from Moody's, in each case with a remaining term to maturity of not more than one year from the date of acquisition thereof; (iii) repurchase obligations with respect to any security described in clause (i) above entered into with any entity described in clause (ii) above and with a remaining term to maturity of not more than 30 days from the date of acquisition thereof; (iv) commercial paper having a rating at the time of acquisition thereof of at least "A-1" from S&P or "Prime-1" from Moody's, in each case with a maturity of not more than 270 days from the date of issuance thereof; (v) corporate debt securities having a rating at the time of acquisition thereof of at least "AA-" from S&P or at least "Aa3" from Moody's, in each case with a remaining term to maturity of not more than three years from the date of acquisition thereof; (vi) asset-backed debt securities having a rating at the time of acquisition thereof of at least (a) "AAA-" from S&P or at least "Aaa" from Moody's in the case of long-term asset-backed debt securities; PROVIDED that the weighted average life of all such securities shall be not more than three years at any time or (b) "A-1" from S&P or at least "Prime-1" from Moody's in the case of asset-backed commercial paper, in each case with a remaining term to maturity of not more than 270 days, and in each case that are publicly registered or eligible for private placement under Rule 144A, Regulation D or Regulation S, respectively, under the Securities Act of 1933, as amended, or are otherwise exempt from or not subject to the registration requirements of the Securities Act of 1933, as amended; (vii) mortgage-backed securities having a rating at the time of acquisition thereof of at least "AAA" from S&P or at least "Aaa" from Moody's; PROVIDED that the weighted average life of all such securities shall be not more than three years at any time and such securities are publicly registered or eligible for private placement under Rule 144A, Regulation D or Regulation S, respectively, under the Securities Act of 1933, as amended, or are otherwise exempt from or not subject to the registration requirements of the Securities Act of 1933, as amended; 4

(viii) tax-exempt bonds having a rating at the time of acquisition thereof of at least "A-1" from S&P or at least "MIG1" from Moody's, in each case with a remaining term to maturity of not more than three years from the date of acquisition thereof; (ix) Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market funds which, in the case of Investments of assets held in the United States, are registered under the Investment Company Act of 1940, as amended, and operate under Rule 2a-7 of that Act, and which, in the case of Investments of assets held in the ordinary course of business outside the United States, follow policies (consistent with local law, custom and practice) similar to those followed by United States based money market funds that operate under said Rule 2a-7, which funds in either case (a) have portfolios limited solely to Investments of the character, quality and maturities described in clauses (i), (ii), (iii) and (iv) of this definition or (b) are rated, with a rating of at least "AAA" from S&P or at least "Aaa" from Moody's (or, in the case of assets held outside the United States, have a rating of at least "AAA" from S&P or at least "Aaa" from Moody's or, if not rated by either S&P or Moody's, have a rating of at least "AAA" from Fitch Ratings or, if not rated by any of S&P, Moody's or Fitch Ratings, such rating as may be equivalent thereto) except that (A) up to 15% of the portfolio of any such fund may be Investments of the type described in clause (iv) but having a rating of at least "A-2" from S&P or at least "Prime-2" from Moody's (or, in the case of assets held outside the United States, have a rating of at least "A-2" from S&P or at least "Prime-2" from Moody's or, if not rated by either S&P or Moody's, have a rating of at least "A-2" from Fitch Ratings or, if not rated by any of S&P, Moody's or Fitch Ratings, such rating as may be equivalent thereto) and (B) maturities of individual Investments of any such fund may exceed the otherwise permitted maturities (but may in no event exceed one year) so long as the weighted average maturity of the portfolio does not exceed 120 days at any time; and (x) for a period of three months following the Effective Date, cash equivalents denominated in U.S. dollars and other freely tradable currencies owned on the date hereof and for a period of six months following the Effective Date, all other cash equivalents of the Parent and its Subsidiaries owned on the date hereof that, in each case, would not otherwise be Cash Equivalents. Each reference in this definition to a particular rating category shall be deemed to refer to the then equivalent category if the applicable rating agency's ratings categories have changed after the date hereof. Each Cash Equivalent shall be denominated in U.S. dollars or a freely tradable foreign currency, other than to the extent (a) required by law or (b) that the funds used to make such Investment are already in a currency that is not freely tradable and either (1) may not be readily or economically converted to another freely tradable currency or (2) are reasonably needed in the operations of the business by which such funds were generated. "CO-AGENT" means each of the Administrative Agent and MSSF in its capacity as syndication agent. "COMMITMENT" means, (i) with respect to each Bank listed on the Commitment Schedule, its obligation to make Loans to the Borrower pursuant to SECTION 2.01(a), and purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite the name of such Bank on the Commitment Schedule and (ii) with respect to any Assignee, the amount of the Commitment assumed by it pursuant to SECTION 9.06(b), as the case may be, in each case as such amount may be changed from time to time pursuant to SECTION 2.09, 2.10 or 9.06(b). "COMMITMENT FEE RATE" means a rate per annum equal to 0.50%. 5

"COMMITMENT PERCENTAGE" means, with respect to each Bank, the percentage equivalent of a fraction the numerator of which is the amount of its Commitment and the denominator of which is the aggregate amount of the Commitments of all Banks; PROVIDED that if the commitment of each Bank to make Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to SECTION 6.02, then the Commitment Percentage of each Bank shall be determined based on the Commitment Percentage of such Bank immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. "COMMITMENT SCHEDULE" means the Commitment Schedule attached hereto as SCHEDULE II. "COMPENSATION PERIOD" has the meaning set forth in SECTION 2.12(b)(ii). "CONDUIT" means a special purpose corporation which is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business. "CONDUIT DESIGNATION" has the meaning set forth in SECTION 9.06(g). "CONSENTS" has the meaning set forth in SECTION 4.01. "CONSOLIDATED ASSETS" means, at any time, the total assets of the Parent and its Subsidiaries, determined on a consolidated basis as of such time. "CONSOLIDATED DEBT" means, at any date, all Debt of the Parent and its Subsidiaries (without duplication) as of such date; PROVIDED that (i) if a Permitted Receivables Transaction is outstanding at such date and is accounted for as a sale of accounts receivable under GAAP, Consolidated Debt determined as aforesaid shall be adjusted to include the additional Debt, determined on a consolidated basis as of such date, which would have been outstanding at such date had such Permitted Receivables Transaction been accounted for as a borrowing at such date, (ii) Consolidated Debt shall in any event include any Preferred Stock held by a Person other than the Parent or a Wholly Owned Subsidiary, at the higher of its voluntary or involuntary liquidation value and (iii) Consolidated Debt shall not include (u) Debt in respect of Pari Passu Guarantees, (v) Debt of a joint venture, partnership or similar entity which is Guaranteed by the Parent or a Subsidiary solely by virtue of the joint venture, partnership or similar arrangement with respect to such entity or by operation of applicable law (and not otherwise) so long as the aggregate outstanding principal amount of such excluded Debt at any date does not exceed U.S.$50,000,000, (w) (1) Letters of Credit identified by the L/C Issuer thereof to the Administrative Agent as Performance L/Cs or other letters of credit, bank guarantees and similar instruments that the Borrower has identified to the Administrative Agent as supporting Performance Obligations of the Parent or any of its Subsidiaries and has provided such other information reasonably requested by the Administrative Agent to support such conclusion, (2) letters of credit (or Letters of Credit), bank guarantees or similar instruments to the extent the underlying reimbursement obligation of the Parent or any of its Subsidiaries has been secured by cash or Cash Equivalents and (3) any Letter of Credit or other letter of credit (a "backstop l/c") under which the beneficiary is the issuer of a letter of credit, bank guarantee or similar instrument (an "underlying l/c") to the extent that the underlying l/c is (A) issued for the account of the Parent or a Subsidiary, (B) constitutes Consolidated Debt and (C) is in the same amount as the backstop l/c, (x) Consolidated Debt in respect of Permitted Project Financings in an aggregate amount not to exceed the lesser of U.S.$250,000,000 and the dollar amount of such Permitted Project Financings excluded under the Five-Year Credit Agreement from "Consolidated Debt" as such term is defined in the Five-Year Credit Agreement pursuant to an amendment thereunder to specifically permit such exclusion, (y) Attributable Debt incurred on and after January 1, 2003 to the extent the aggregate amount thereof does not exceed U.S.$200,000,000 and (z) Intercompany Debt. "CONSOLIDATED EBIT" means, for any fiscal period, an amount equal to Consolidated Net Income for such period PLUS the following to the extent deducted in calculating such Consolidated Net Income: 6

(i) Consolidated Interest Expense for such period and (ii) the provision for federal, state, local and foreign income taxes payable by the Parent and its Subsidiaries for such period "CONSOLIDATED EBITDA" means, for any fiscal period, Consolidated EBIT for such period PLUS (a) the amount of depreciation and amortization expense deducted in determining Consolidated Net Income for such period, (b) the amount of rental payments with respect to Synthetic Lease Obligations deducted in determining such Consolidated Net Income, (c) other noncash expenses of the Parent and its Subsidiaries reducing such Consolidated Net Income that do not represent a cash item in such period or any future period and (d) Specified Charges to the extent deducted in determining such Consolidated Net Income MINUS (A) all other noncash items increasing Consolidated Net Income for such period and (B) an amount equal to all losses from the discontinuance of operations and all cash losses of the Parent and its Subsidiaries for such period resulting from the sale, conversion or other disposition of material assets of the Parent or any Subsidiary other than in the ordinary course of business, in each case to the extent eliminated in determining such Consolidated Net Income. "CONSOLIDATED INTEREST EXPENSE" means, for any fiscal period (without duplication), (i) the consolidated interest expense of the Parent and its Subsidiaries for such period MINUS (ii) the consolidated interest income of the Parent and its Subsidiaries for such period to the extent such consolidated interest income is equal to or less than U.S.$5,000,000, MINUS (iii) consolidated interest expense accrued during such period with respect to Permitted Project Financings in an aggregate amount not to exceed the amount of interest expense with respect to Permitted Project Financings that the Five-Year Credit Agreement excludes during such period from "Consolidated Interest Expense" as such term is defined in the Five-Year Credit Agreement pursuant to an amendment thereunder to specifically permit such exclusion, PLUS (iv) if a Permitted Receivables Transaction outstanding during such period is accounted for as a sale of accounts receivable under GAAP, (x) the additional consolidated interest expense that would have accrued during such period had such Permitted Receivables Transaction been accounted for as a borrowing during such period MINUS (y) interest income accrued during such period with respect to interest bearing accounts receivable that are the subject of such Permitted Receivables Transaction, but not to exceed the amount thereof that is deductible during such period from "Consolidated Interest Expense" as such term is defined pursuant to an amendment to the Five-Year Credit Agreement, PLUS (v) the amount of dividends payable (in cash) at the rate stated in the relevant certificate of designation or authorizing documentation during such period with respect to Preferred Stock of the Parent and its Subsidiaries, in each case determined on a consolidated basis. "CONSOLIDATED NET INCOME" means, for any fiscal period, the consolidated net income of the Parent and its Subsidiaries for such period, after eliminating therefrom all Extraordinary Gains and Losses. "CONSOLIDATED NET WORTH" means, at any date, the consolidated shareholders' equity of the Parent and its Subsidiaries as of such date and adjusted so as to exclude (x) the effect of Accumulated Other Comprehensive (Loss) Income as of such date and (y) the effect of Specified Charges for the period from the Effective Date to such date. "CONSOLIDATED TANGIBLE ASSETS" means, at any time, the total assets less all Intangible Assets appearing on the most recently prepared balance sheet of the Parent and its Subsidiaries as of the end of a fiscal quarter of the Parent, prepared on a consolidated basis in accordance with GAAP. "CONVERTIBLE BONDS" has the meaning set forth in SECTION 3.01(e). "CREDIT EXTENSION" means each of the following: (i) a Borrowing and (ii) an L/C Credit Extension. "DEALER ACCOUNTS" means a contract for the provision of fire and/or security alarm monitoring services under which the provider is entitled to a periodic monitoring fee which contract is either (i) generated by a Subsidiary in the fire and security services businesses of the Parent and its Subsidiaries or (ii) is purchased by such Subsidiary from a dealer or security service provider, in each 7

case, in the ordinary course of business consistent with the past practices of Subsidiaries in the fire and security services businesses. "DEBT" of any Person means, at any date, without duplication, (i) the principal amount of all obligations of such Person for borrowed money, (ii) the principal amount of all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services recorded on the books of such Person, except for (a) trade and similar accounts payable and accrued expenses arising in the ordinary course of business, (b) employee compensation and pension obligations, and other obligations arising from employee benefit programs and agreements or other similar employment arrangements and (c) obligations in respect of trade letters of credit supporting trade and similar accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee which are capitalized on the books of such Person in accordance with GAAP, (v) all Debt secured by a Lien on any asset of such Person, whether or not such Debt is otherwise an obligation of such Person, (vi) all direct or contingent obligations of such Person arising under standby letters of credit, bankers' acceptances, bank guarantees and similar instruments, (vii) Synthetic Lease Obligations and (viii) all Debt of others Guaranteed by such Person; it being understood that performance bonds, performance guaranties, letters of credit (including Letters of Credit), bank guaranties and similar instruments shall not constitute Debt of such Person to the extent that the outstanding reimbursement obligations of such Person in respect thereof are collateralized by cash or Cash Equivalents, which cash or Cash Equivalents would not be reflected as assets on a balance sheet of such Person prepared in accordance with GAAP. "DEBT RATING" means a rating of the Borrower's long-term debt that is not secured or supported by a guarantee, letter of credit or other form of credit enhancement. If a Debt Rating by a Rating Agency is required to be at or above a specified level and such Rating Agency shall have changed its system of classifications after the date hereof, the requirement will be met if the Debt Rating by such Rating Agency is at or above the new rating which most closely corresponds to the specified level under the old rating system. "DEFAULT" means any condition or event that constitutes an Event of Default or that with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default. "DEFAULT RATE" means an interest rate equal to (i) the Base Rate PLUS (ii) the Base Rate Margin PLUS (iii) 2% per annum, to the fullest extent permitted by applicable laws. "DEFAULTING BANK" means any Bank that (i) has failed to fund any portion of the Loans or participations in L/C Obligations required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (ii) has otherwise failed to pay over to the Administrative Agent or any other Bank any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (iii) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding. "DESIGNATED OFFICER" means the chairman, president, chief financial officer or treasurer of the Parent or the treasurer of Tyco International (US) Inc. "DESIGNATED SWAP RATE" means, as of any date of determination, the "Bid" rate under the US SPREADS field for the 3-year swap set forth on the Bloomberg Professional Terminal screen "IRSB 18" (or any successor screen thereto) at 10:00 a.m. on such date. "DOMESTIC LENDING OFFICE" means, as to each Bank, its office located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office as such Bank may hereafter designate as its Domestic Lending Office by notice to the Borrower and the Administrative Agent. 8

"DOMESTIC TAXES" has the meaning set forth in SECTION 8.04(A). "EFFECTIVE DATE" means the date this Agreement becomes effective in accordance with SECTION 3.01. "ENVIRONMENTAL LAWS" means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, Hazardous Substances or wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof. "EQUITY INTERESTS" means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the Stock Equivalents of such Person, and all of the other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, Stock Equivalents or other interests are outstanding on any date of determination. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute. "ERISA GROUP" means any Obligor and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with any Obligor, are treated as a single employer under Section 414 of the Internal Revenue Code. "EURO-DOLLAR LENDING OFFICE" means, as to each Bank, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its EuroDollar Lending Office) or such other office, branch or affiliate of such Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice to the Company and the Administrative Agent. "EURO-DOLLAR LOAN" means a Loan that bears interest at a Euro-Dollar Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate Election. "EURO-DOLLAR MARGIN" has the meaning specified in the Pricing Schedule. "EURO-DOLLAR RATE" means for any Interest Period with respect to any Euro-Dollar Loan: (i) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in U.S. dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or (ii) if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in U.S. dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or (iii) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in U.S. dollars for delivery on the first day of such Interest Period in same day funds in the approximate 9

amount of the Euro-Dollar Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America's London Branch to major banks in the London interbank eurodollar market at their request at approximately 4:00 p.m. (London time) two Business Days prior to the first day of such Interest Period. "EURO-DOLLAR RESERVE PERCENTAGE" means, for any day, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion U.S. dollars in respect of "EUROCURRENCY LIABILITIES" (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Euro-Dollar Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Bank to United States residents). "EVENT OF DEFAULT" has the meaning set forth in SECTION 6.01. "EXISTING LETTER OF CREDIT" means each of the letters of credit identified by the Borrower on SCHEDULE III. "EXISTING LITIGATION" has the meaning specified in SECTION 4.05. "EXTRAORDINARY GAINS AND LOSSES" means and includes, for any fiscal period, all extraordinary gains and losses and all other material nonrecurring noncash items of the Parent and its Subsidiaries for such period, determined on a consolidated basis and, in addition, includes, without limitation, gains or losses from the discontinuance of operations and gains or losses of the Parent and its Subsidiaries for such period resulting from the sale, conversion or other disposition of material assets of the Parent or any Subsidiary other than in the ordinary course of business. "FEDERAL FUNDS RATE" means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; PROVIDED that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) quoted to Bank of America on such day on such transactions as determined by the Administrative Agent. "FEE LETTER" means the Fee Letter dated December 20, 2002 among the Borrower, the Parent, Bank of America and the Joint Lead Arrangers, as amended or otherwise supplemented from time to time. "FINANCIAL L/C" means a Letter of Credit issued hereunder that is not a Performance L/C. "FINANCING DOCUMENTS" means (i) this Agreement, (ii) the Fee Letter, (iii) each Letter of Credit Application, (iv) the Subsidiary Guarantees, (v) the Promissory Notes, (vi) the Cash Collateral Account Agreements and (vii) the Commitment Letter dated as of December 20, 2002, as amended or otherwise supplemented from time to time, among the Borrower, the Parent, Bank of America and the Joint Lead Arrangers with respect to those provisions therein that are stated to survive the execution and delivery of this Agreement. "FITCH RATINGS" means Fitch, Inc., or any successor to its business of rating debt securities. "FIVE-YEAR CREDIT AGREEMENT" means the Five-Year Credit Agreement dated as of February 7, 2001 among the Borrower, the Parent, the banks party thereto, JPMorgan Chase Bank (formerly The Chase 10

Manhattan Bank), as agent, and the other agents party thereto, as amended, supplemented or otherwise modified from time to time in accordance with its terms, to the extent permitted under the terms of the Financing Documents. "FUND" means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. "GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. "GROUP OF LOANS" means, at any time, a group of Loans consisting of (i) all such Loans which are Base Rate Loans at such time or (ii) all such Loans which are Euro-Dollar Loans having the same Interest Period at such time, PROVIDED that, if a Loan of any particular Bank is converted to or made as a Base Rate Loan pursuant to ARTICLE 8, such Loan shall be included in the same Group or Groups of Loans from time to time as it would have been in if it had not been so converted or made. "GUARANTEE" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the holder of such Debt of the payment thereof or to protect such holder against loss in respect thereof (in whole or in part), PROVIDED that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. "GUARANTEED OBLIGATIONS" has the meaning specified in SECTION 10.01(a). "GUARANTORS" means, collectively, the Parent, the Parent Subsidiary Guarantors, the Borrower Subsidiary Guarantors and each other Subsidiary party to a Subsidiary Guarantee. "HAZARDOUS SUBSTANCES" means any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics. "HONOR DATE" has the meaning set forth in SECTION 2.04(C)(i). "INDEBTED SUBSIDIARY" has the meaning set forth in SECTION 5.07. "INDEMNIFIED LIABILITIES" has the meaning set forth in SECTION 9.03(b). "INDEMNITEE" has the meaning set forth in Section 9.03(b). "INTANGIBLE ASSETS" means, at any date, the amount (if any) which would be stated under the heading "Goodwill, Net" and "Intangible Assets, Net" or under any other heading relating to intangible assets separately listed, in each case, on the face of a balance sheet of the Parent and its Subsidiaries prepared on a consolidated basis as of such date. "INTERCOMPANY DEBT" means (i) any Debt of the Parent owed to a Subsidiary and (ii) any Debt of a Subsidiary owed to the Parent or to another Subsidiary. 11

"INTEREST PERIOD" means, with respect to each Euro-Dollar Loan, the period commencing on the date of borrowing specified in the Notice of Borrowing or on the date specified in an applicable Notice of Interest Rate Election and ending one, two, three or six months thereafter (or such other period of time as may at the time be mutually agreed by the Borrower and the Banks), as the Borrower may elect in such notice; PROVIDED that: (i) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; and (ii) any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and PROVIDED FURTHER that any Interest Period applicable to any Loan which begins before the Termination Date and would otherwise end after the Termination Date shall end on the Termination Date. "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as amended, or any successor statute. "INVESTMENT" means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (i) the purchase or other acquisition of Equity Interests in or other securities of another Person, (ii) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (iii) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. "JOINDER AGREEMENT" means a Joinder Agreement substantially in the form of EXHIBIT I hereto. "JOINT LEAD ARRANGERS" means BAS and MSSF. "L/C CREDIT EXTENSION" means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof. "L/C ISSUERS" means Bank of America in its capacity as issuer of Letters of Credit hereunder and any other Bank that with the consent of the Co-Agents, agrees to issue Letters of Credit hereunder, and their respective successors as Letter of Credit Issuers hereunder. "L/C MARGIN" means (i) with respect to a Financial L/C, the Euro-Dollar Margin then in effect and (ii) with respect to a Performance L/C, the Euro-Dollar Margin then in effect minus 0.75%. "L/C OBLIGATION" means, as at any date of determination, with respect to a Letter of Credit, the undrawn amount of such Letter of Credit PLUS the aggregate amount of all Unreimbursed Amounts with respect to such Letter of Credit and "L/C Obligations" means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit PLUS the aggregate amount of all Unreimbursed Amounts. "LETTER OF CREDIT" means any standby letter of credit issued hereunder supporting the performance of a Person under a contract or agreement in the ordinary course of business and shall include the Existing Letters of Credit. 12

"LETTER OF CREDIT APPLICATION" means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuers. "LETTER OF CREDIT EXPIRATION DATE" means, with respect to any Letter of Credit issued hereunder, the date that is up to one year after the date of issuance of such Letter of Credit (or, if such day is not a Business Day, the next preceding Business Day) and that is specified in such Letter of Credit (or amendment thereto or extension thereof) as the date on which it expires. "LETTER OF CREDIT SUBLIMIT" means an amount equal to U.S.$1,200,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Commitments. "LIEN" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, the Parent or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement (other than an operating lease) relating to such asset. A bank's right of set-off against a deposit or other account with such bank shall not constitute a "Lien" hereunder unless such deposit or account is maintained as part of an arrangement with the intention of securing Debt or other obligations of the Parent or a Subsidiary (other than fees of such bank for banking services). "LOAN" means a loan made or to be made by a Bank pursuant to SECTION 2.01(a); PROVIDED that, if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term "Loan" shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be. "MAINTENANCE LEVEL" has the meaning set forth in SECTION 5.14(b). "MARKET-BASED PREMIUM" means, for any Quarterly Payment Date or other date of determination, a rate per annum equal to the excess of the Market Spread on the second Business Day prior to such date over the applicable Euro-Dollar Margin then in effect pursuant to the Pricing Schedule; PROVIDED that the MarketBased Premium shall at no time exceed 1.00%; and PROVIDED FURTHER that, if the Benchmark Notes have Debt Ratings of at least (i) BBB- by S&P and Ba1 by Moody's, the Market-Based Premium shall not exceed 0.50% or (ii) BBB- by S&P and Baa3 by Moody's, the Market-Based Premium shall be zero. "MARKET SPREAD" means the difference between the Spread to Treasuries and the Designated Swap Rate, expressed as a percentage; PROVIDED, HOWEVER, that in the event that no "bid" and "ask" quotes for the Benchmark Notes are able to be obtained by the Co-Agents from the trading desks of SSB, Morgan Stanley and BAS for four or more of the ten consecutive trading days ending on the third Business Day prior to a Quarterly Payment Date or other date of determination, the Market Spread for such date shall equal 1.00% above the applicable Euro-Dollar Margin then in effect pursuant to the Pricing Schedule. "MATERIAL ADVERSE EFFECT" means (i) a material adverse effect on the business, assets, liabilities (actual or contingent, other than contingent obligations arising in the ordinary course of business), consolidated financial position or consolidated results of operations or condition (financial or otherwise) of the Parent and its Subsidiaries, considered as a whole, (ii) a material impairment of the ability of the Obligors to perform their obligations under the Financing Documents, or (iii) a material impairment of the rights and remedies of any Agent or any Bank under the Financing Documents. "MATERIAL DEBT" means Debt of the Parent and/or one or more of its Subsidiaries, arising in one or more related transactions, in an aggregate outstanding principal amount exceeding U.S.$50,000,000. "MATERIAL PLAN" means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of U.S.$25,000,000. 13

"MEXICAN PROJECT FINANCING" means up to U.S.$120,000,000 of project financing of assets acquired or constructed after the date hereof by a Subsidiary of Earth Tech Holdings, Inc. organized under the laws of Mexico, which project financing is not Guaranteed by, or otherwise recourse (other than recourse to such acquired or constructed assets) to, the Parent or any Subsidiary. "MOODY'S" means Moody's Investors Service, Inc., or any successor to such corporation's business of rating debt securities. "MORGAN STANLEY" means Morgan Stanley & Co., Incorporated. "MSSF" means Morgan Stanley Senior Funding, Inc. "MULTIEMPLOYER PLAN" means at any time a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA either (i) to which any member of the ERISA Group is then making or accruing an obligation to make contributions or (ii) has at any time within the preceding five plan years been maintained, or contributed to, by any Person who was at such time a member of the ERISA Group for employees of any Person who was at such time a member of the ERISA Group. "NONRENEWAL NOTICE DATE" has the meaning set forth in SECTION 2.04(b)(iii). "NOTICE OF BORROWING" has the meaning set forth in SECTION 2.02. "NOTICE OF INTEREST RATE ELECTION" has the meaning set forth in SECTION 2.16(a). "NOTICE OF ISSUANCE" has the meaning set forth in SECTION 2.04(b)(i). "OBLIGATIONS" means all advances to, and debts, liabilities, obligations, covenants and duties of, any Obligor arising under any Financing Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including, without limitation, those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Obligor of any proceeding under any Bankruptcy Law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Obligors under the Financing Documents include (i) the obligation to pay principal, interest, letter of credit fees, charges, expenses, fees, attorneys' fees and disbursements, indemnities and other amounts payable by any Obligor under any Financing Document and (ii) the obligation of any Obligor to reimburse any amount in respect of any of the foregoing that any Bank, in its sole discretion, may elect to pay or advance on behalf of such Obligor. "OBLIGOR" means, at any time, the Borrower and each Guarantor at such time. "OTHER CURRENCY" has the meaning set forth in SECTION 9.11. "OTHER TAXES" has the meaning set forth in SECTION 8.04(b). "OUTSTANDING AMOUNT" means (i) with respect to Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/ C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date. "PARENT" means Tyco International Ltd., a Bermuda company, and its successors. "PARENT SUBSIDIARY GUARANTORS" means Sensormatic Electronics Corporation, Scott Technologies,

Inc. and Innerdyne, Inc. 14

"PARENT'S 2002 FORM 10-K" means the Parent's annual report on Form 10-K for the fiscal year ended September 30, 2002, as filed with the SEC pursuant to the Securities Exchange Act of 1934. "PARI PASSU GUARANTEES" means Guarantees granted by Subsidiaries (other than the Borrower) in favor of the holders of (i) any of the Borrower's or the Parent's senior unsecured long-term debt securities, (ii) other facilities that the Borrower or the Parent may be required to treat on a PARI PASSU basis with other senior unsecured indebtedness or (iii) the obligations of the Borrower or the Parent under the Five-Year Credit Agreement. "PARTICIPANT" has the meaning set forth in SECTION 9.06(d). "PAYEE" has the meaning set forth in SECTION 9.11. "PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA. "PERFORMANCE L/C" means a Letter of Credit issued hereunder supporting a Performance Obligation. "PERFORMANCE OBLIGATION" means (i) performance obligations under supply, service or construction contracts, including, without limitation, bid and performance bonds or guaranties relating to the foregoing obligations and contracts or (ii) letters of credit or bank guarantees that support the obligations referred to in clause (i). "PERMITTED ACQUIRED DEBT" means Debt of a Person that (i) was existing at the time such Person became a Subsidiary or merged into a Subsidiary, (ii) was not created in contemplation of such event and (iii) remains outstanding no more than 180 days after the date such Person became a Subsidiary or merged into a Subsidiary. "PERMITTED ACQUISITION" means the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property and assets of, any Person that, upon the consummation thereof, will be beneficially wholly owned (except for directors' qualifying shares and investments by foreign nationals mandated by applicable law) directly by the Parent or one or more of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation); PROVIDED that the acquisition of Dealer Accounts in the ordinary course of business shall not constitute, for purposes of this definition of Permitted Acquisition, the acquisition of all or substantially all of the property and assets of a Person; and PROVIDED FURTHER that, with respect to each such purchase or other acquisition: (i) any such newly created or acquired Subsidiary shall comply with the requirements of SECTION 5.11; (ii) the lines of business of the Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of the Parent and its Subsidiaries in the ordinary course; (iii) such purchase or other acquisition could not reasonably be expected to have a Material Adverse Effect (as determined in good faith by the board of directors (or the persons performing similar functions) of the Parent if (x) the board of directors of the Parent is otherwise approving such transaction or (y) the aggregate value of the consideration to be paid by the Parent or a Subsidiary in connection with such purchase or acquisition exceeds U.S.$25,000,000); (iv) on such date of determination, total cash and noncash consideration, when aggregated with the total cash and noncash consideration paid by or on behalf of the Parent and its Subsidiaries for all other purchases and other acquisitions made by the Parent and its Subsidiaries after the Effective Date shall not exceed U.S.$1,250,000,000; PROVIDED that the value of noncash consideration consisting of common stock of the Parent shall be excluded from the calculations under this clause (iv); (v) (a) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (b) immediately after giving effect to such purchase or other acquisition, the Parent and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in SECTION 5.09; and (vi) if the aggregate value of the consideration to be paid by the Parent or a Subsidiary exceeds 15

U.S.$100,000,000, the Parent shall have delivered to the Administrative Agent, on behalf of the Banks, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the foregoing requirements have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition. "PERMITTED BORROWER DEBT" means Debt in an aggregate principal amount not to exceed U.S.$1,000,000,000 incurred by the Borrower and, if so elected by the Borrower, Guaranteed by the Parent or as otherwise permitted under the terms hereof. "PERMITTED DEBT SWAPS" means any exchange of any of the Borrower's or the Parent's publicly traded debt securities for new debt securities that are registered under the Securities Act of 1933, as amended or eligible for private placement under Section 4(2) or Regulation S of such Act or Rule 144A of the Securities Exchange Act of 1934, as amended and that otherwise meet the requirements set forth in the definition of Permitted Refinancing. "PERMITTED INVESTMENTS" means Investments that constitute the following: (i) cash or Cash Equivalents, (ii) trade accounts receivable created or made in the ordinary course of business, (iii) Permitted Acquisitions, (iv) Investments in Permitted Project Financings in an aggregate amount not to exceed U.S.$200,000,000, (v) Investments consisting of noncash consideration received in connection with any sale, lease, assignment or other disposition of property or assets permitted hereunder, (vi) promissory notes received by the Parent or any Subsidiary from customers for the sale of goods or services in the ordinary course of business, (vii) Intercompany Debt and Investments by the Parent or any Subsidiary in any Subsidiary; PROVIDED that loans to and other Investments pursuant to this clause (vii) after the Effective Date in Subsidiaries that are not Wholly Owned Subsidiaries shall be in an aggregate amount not to exceed U.S.$50,000,000 outstanding at any time, (viii) Investments in foreign local bank accounts not inconsistent with the cash management policies of the Parent on the date hereof, Investments that no longer constitute Cash Equivalents as a result of the conversion or other modification of Investments that previously constituted Cash Equivalents, solely to the extent such conversion or modification has been mandated by operation of any law, regulation or governmental order in the jurisdiction in which such Investment is held and such other Investments required by applicable law in a jurisdiction in which a Subsidiary does business, (ix) the acquisition of Dealer Accounts in the ordinary course of business, (x) Investments existing on the date hereof; PROVIDED that the total cash and noncash consideration paid by or on behalf of the Parent and its Subsidiaries after the Effective Date in connection with such Investments under earn-outs, holdbacks and similar arrangements for all purchases and other acquisitions made prior to the Effective Date shall not exceed U.S.$500,000,000, (xi) Venture Capital Investments made (A) pursuant to commitments in existence on the date hereof in an aggregate amount not to exceed U.S.$20,000,000 and (B) after the Effective Date, (xii) Investments in and by a Permitted Rabbi Trust to the extent made prior to the date hereof or required to be made pursuant to documents in effect on the date hereof that govern such Permitted Rabbi Trust and other Investments in Permitted Rabbi Trusts in an aggregate amount not to exceed U.S.$50,000,000 and Investments thereof by such Permitted Rabbi Trusts and (xiii) other Investments (in addition to those set forth above) in an aggregate amount, together with Investments under clauses (iii) and (xi)(B) hereof, not to exceed U.S.$1,500,000,000; PROVIDED that, with respect to each Investment made pursuant to this clause (xiii): (a) the making of such Investment could not reasonably be expected to have a Material Adverse Effect (as determined in good faith by the board of directors (or persons performing similar functions) of the Parent if (x) the board of directors of the Parent is otherwise approving such transaction or (y) the aggregate value of the consideration to be paid by the Parent or a Subsidiary in connection with such Investment or acquisition exceeds U.S.$25,000,000); (b) such Investment shall be in property and assets that are part of, or in lines of business that are, substantially the same lines of business as one or more of the 16

principal businesses of the Parent and its Subsidiaries (excluding Venture Capital Investments made pursuant to clause (xi)(B) above); and (c) no Default shall occur as a result thereof. "PERMITTED LIENS" means each of the following as to which no execution or foreclosure shall have been commenced: (i) Liens for taxes, assessments or charges of any governmental authority for claims not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ii) statutory Liens of landlords and carriers', warehousemen's, mechanics', materialmen's, repairmen's, bankers or other like Liens or Liens imposed by law and arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (iii) Liens incurred and pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) easements, rights-of-way, covenants, consents, charges, restrictions and other similar encumbrances (whether or not recorded) affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (v) building restrictions, zoning laws and other similar statutes, laws, rules, regulations, ordinances and restrictions; (vi) leases or subleases of real property granted in the ordinary course of business to others not materially interfering with the business of the applicable Person, and consistent with past practices; (vii) Liens securing judgments for the payment of money not constituting an Event of Default or securing appeal or other surety bonds related to such judgments in an amount with respect to each such bond not to exceed U.S.$30,000,000; (viii) the rights of a lessor of property leased to the Parent or a Subsidiary under a lease that is not required to be capitalized under GAAP; and (ix) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods. "PERMITTED PROJECT FINANCINGS" means (i) the Mexican Project Financing and (ii) project financings of assets acquired or constructed after the date hereof by a corporation or other limited liability entity that either is not a Subsidiary or is a Subsidiary the sole assets of which consist of the project assets or Investments in the entity that owns the project assets (such Subsidiary being an "SPV"), which project financing is not Guaranteed by, or otherwise recourse to, the Parent or any Subsidiary other than an SPV and which project financing does not create a risk of material liabilities to the Parent and the Subsidiaries other than an SPV; PROVIDED, HOWEVER, that, for purposes of the foregoing definition, a limited recourse pledge of the Equity Interests held by the Parent or a Subsidiary in an SPV to secure Debt of such SPV otherwise permitted hereunder shall not be considered to constitute recourse to the Parent or such Subsidiary. 17

"PERMITTED RABBI TRUSTS" means a "rabbi trust" or similar arrangement consistent with the Parent and the Subsidiaries' past practices. "PERMITTED RECEIVABLES TRANSACTION" means any sale or sales of, refinancing of and/or financing secured by, any accounts receivable of the Parent and/or any of its Subsidiaries (the "RECEIVABLES") pursuant to which the Parent and its Subsidiaries realize aggregate net proceeds of not more than U.S.$1,000,000,000 at any one time outstanding, including, without limitation, any revolving purchase(s) of Receivables where the maximum aggregate uncollected purchase price (exclusive of any deferred purchase price) for such Receivables at any time outstanding does not exceed U.S.$1,000,000,000. "PERMITTED REFINANCINGS" means Permitted Borrower Debt, Permitted Debt Swaps and any refinancings, refundings, renewals or extensions of any Debt, in each case to the extent that (i) the amount of the new Debt permitted hereunder as a Permitted Refinancing does not exceed (x) the amount of the original Debt plus (y) an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, for such refinancing, (ii) other than in the case of a Permitted Debt Swap, the original Debt matures prior to December 31, 2004, (iii) in the case of a Permitted Debt Swap, the maturity of the new Debt shall not be earlier than the original Debt, (iv) other than in the case of Permitted Borrower Debt, there are no obligors or issuers of the new Debt other than (x) the obligors and issuers party to the original Debt prior to such refinancing, refunding, renewal or extension and (y) the Parent and any Subsidiary of which any of the obligors or issuers of the original Debt are Subsidiaries; (v) no Liens are granted to the holders of the new Debt in addition to those granted to the holders of the original Debt and (vi) the Borrower confirms to the Administrative Agent at the time of incurrence of the new Debt that its proceeds are intended to be applied to a Permitted Refinancing and such proceeds are applied (x) other than in the case of Permitted Borrower Debt, to repay, repurchase or defease the original Debt upon or within three months after the incurrence of such new Debt or (y) to reimburse the Parent or the relevant Subsidiary for repayments, repurchases or defeasances of original Debt after the Effective Date and, other than in the case of Permitted Borrower Debt, within three months prior to the incurrence of such new Debt. "PERMITTED SECURITIZATIONS" means securitizations of Dealer Accounts effected by transfer of such Dealer Accounts and the receivables, payment intangibles and general intangibles associated therewith to a corporation or other limited liability entity that either is not a Subsidiary or is a Subsidiary the assets of which consist of Dealer Accounts and rights and obligations related thereto (such Subsidiary being a "SECURITIZATION VEHICLE") and the sale by such Securitization Vehicle of Dealer Accounts and the receivables, payment intangibles and general intangibles associated therewith, or interests therein, or the borrowing by such Securitization Vehicle against the value of such Dealer Accounts and the receivables, payment intangibles and general intangibles associated therewith, the payment of principal and interest of which is not Guaranteed by, and which securitization is not otherwise recourse to, the Parent or any Subsidiary other than a Securitization Vehicle; PROVIDED, HOWEVER, that, for purposes of the foregoing definition, a limited recourse pledge of the Equity Interests held by the Parent or a Subsidiary in a Securitization Vehicle to secure Debt or other obligations of such Securitization Vehicle otherwise permitted hereunder shall not be considered to constitute recourse to the Parent or such Subsidiary; and PROVIDED FURTHER that the obligation of the Parent or a Subsidiary to perform customary servicing activities and monitoring activities in respect of transferred Dealer Accounts and customary representations and warranties as to the nature and existence of the Dealer Accounts (but not as to their performance or collectibility) by the transferor Subsidiary shall not constitute recourse for purposes of this definition. "PERSON" means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. 18

"PLAN" means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group. "PREFERRED STOCK" means any issue of capital stock of the Parent or any Subsidiary that is entitled to any preference or priority over any other class of the issuer's capital stock. "PRICING SCHEDULE" means the Pricing Schedule attached hereto as SCHEDULE I. "PROMISSORY NOTES" means promissory notes of the Borrower, substantially in the form of EXHIBIT A hereto, evidencing the obligation of the Borrower to repay the Loans, and "PROMISSORY NOTE" means any one of such promissory notes issued hereunder. "PROPERTY" means any interest of any kind in any property or assets, whether real, mixed or personal and whether tangible or intangible. "QUARTERLY PAYMENT DATES" means each March 31, June 30, September 30 and December 31 or, if any such date is not a Business Day, the next succeeding Business Day. "RATING AGENCY" means S&P or Moody's. "RATINGS UPGRADE" means the Borrower's Debt Securities obtaining Debt Ratings of at least BBB- from S&P and Baa3 from Moody's, stable outlook from each. "RECIPIENTS" has the meaning set forth in SECTION 9.14. "REFINANCING" has the meaning set forth in SECTION 5.07 (and the term "REFINANCED" has a correlative meaning). "REGISTER" has the meaning set forth in SECTION 9.06(c). "REGULATION U" means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time. "REMARKETABLE SECURITIES" means the U.S.$750,000,000 6 1/4% Dealer Remarketable Securities due 2013 issued by the Borrower and guaranteed by the Parent. "REQUIRED BANKS" means at any time Banks having at least 51% of the sum of (i) the Total Outstandings (with the aggregate amount of each Bank's risk participation and funded participation in L/C Obligations being deemed "held" by such Bank for purposes of this definition) and (ii) the aggregate unused Commitments; PROVIDED that the portion of the Total Outstandings and unused Commitments held or deemed held by any Defaulting Bank shall be excluded for purposes of making a determination of Required Banks. "REQUIRED CURRENCY" has the meaning set forth in SECTION 9.11. "RESPONSIBLE OFFICER" means any of the following: (i) the chairman, president, chief financial officer, treasurer or secretary of the Parent, (ii) the treasurer of Tyco International (US) Inc. or (iii) a director or managing director of the Borrower. "RESTRICTED PAYMENT" means (i) any dividend or other distribution on any shares of the Parent's or any Subsidiary's capital stock or other Equity Interest (except to the extent such dividends and distributions are payable (x) in shares of its capital stock or Stock Equivalents or (y) to the Parent or any Subsidiary), (ii) any payment (except to the extent payable (x) in shares of the Parent's or such Subsidiary's capital stock or Stock Equivalents

or (y) to the Parent or any Subsidiary) on account of the 19

purchase, redemption, retirement or acquisition of (a) any shares of the Parent's or such Subsidiary's capital stock or other Equity Interest or (b) any option, warrant or other right to acquire shares of the Parent's or such Subsidiary's capital stock or other Equity Interest or (iii) at all times prior to a Ratings Upgrade, any payment (except (1) to the extent payable to the Parent or any Subsidiary or (2) a Permitted Debt Swap) on account of the repayment, prepayment, purchase, redemption, defeasance, retirement or acquisition of any Debt of the Parent or any Subsidiary that, by its terms as in effect on the date hereof, is scheduled to mature after December 31, 2004 other than (x) a regularly scheduled payment, (y) the reduction of outstandings under a revolving credit, overdraft or similar facility, but, in the case of the Five-Year Credit Agreement only, without cancellation or reduction of the commitments thereunder or (z) the repurchase, redemption, retirement or acquisition of the Parent's Liquid Yield Option Notes due 2020, ADT Operations, Inc.'s Liquid Yield Option Notes due 2010, the Borrower's Zero Coupon Convertible Debentures due 2021 or the Remarketable Securities to the extent required by the terms of such Debt (other than as a result of a default thereunder). "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor to its business of rating debt securities. "SALE AND LEASEBACK TRANSACTION" shall mean any arrangement with any Person providing for the leasing by the Parent or any Subsidiary of any property or assets (whether such property or assets are now owned or hereafter acquired) that have been or are to be sold or transferred by the Parent or such Subsidiary to such Person, other than (i) temporary leases for a term, including renewals at the option of the lessee, of not more than three years and (ii) leases of property or assets executed by the time of, or within 180 days after the latest of, the acquisition or the completion of construction of such property or assets. "SEC" means the Securities and Exchange Commission, or any governmental authority succeeding to any of its principal functions. "SIGNIFICANT SUBSIDIARY" means, at any date, (i) any Subsidiary of the Parent as to which the proportionate share attributable to such Subsidiary and its Subsidiaries of the revenues of the Parent and its Subsidiaries (after intercompany eliminations) exceeds 2% of the total revenues of the Parent and its Subsidiaries, determined on a consolidated basis as of the end of the most recently completed fiscal year or (ii) any other Subsidiary which is an Obligor. "SPECIFIED CHARGES" means, for any fiscal period, (i) up to an aggregate of U.S.$500,000,000 of cash restructuring and other charges and U.S.$2,500,000,000 of noncash restructuring charges and other nonrecurring charges of the Parent and the Subsidiaries, in each case for the period from the Effective Date until the last day of such fiscal period and (ii) noncash charges for goodwill and other intangible asset impairments under FASB 142 and 144 of the Parent and the Subsidiaries for such fiscal period. "SPREAD TO TREASURIES" means, as of any date of determination, (i) the value obtained from the "US GOVT EQUIVALENT" field on the Bloomberg Professional Terminal screen "TYC (Corp) (go)" after selecting the Benchmark Notes followed by "(Corp) YA (go)" and entering the Average Trading Price in the price field and then typing "(go)" MINUS (ii) the value on the Bloomberg Professional Terminal screen "ICUR 2/15/06 (go)", in each case at 10:00 a.m. on such date. "SSB" means Salomon Smith Barney Inc. "STOCK EQUIVALENTS" means, with respect to any Person, options, warrants, calls or other rights entered into or issued by such Person to acquire any capital stock or equity securities of, or other ownership interests in, or securities convertible into or exchangeable for, capital stock or equity securities of, or other ownership interests in, such Person. 20

"SUBSIDIARY" means, with respect to any Person, any corporation, partnership, joint venture, limited liability company or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly beneficially owned by such Person or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person; unless otherwise specified, Subsidiary means a Subsidiary of the Parent. "SUBSIDIARY GUARANTEE" means (i) a Guarantee entered into by a Subsidiary substantially in the form of EXHIBIT G-1, (ii) the Borrower Subsidiary Guarantee and (iii) the obligations of the Parent Subsidiary Guarantors under ARTICLE 10. "SUBSIDIARY GUARANTOR" means, at any time, each of the Parent Subsidiary Guarantors, the Borrower Subsidiary Guarantors and any other Subsidiary, including an Additional Subsidiary Guarantor, which at or prior to such time shall have delivered to the Administrative Agent (i) a Subsidiary Guarantee, a Borrower Subsidiary Guarantee Supplement or a Joinder Agreement, as applicable, duly executed by such Subsidiary, (ii) an opinion of counsel for such Subsidiary (which counsel may be an employee of the Parent or such Subsidiary) reasonably satisfactory to the Co-Agents with respect to such Borrower Subsidiary Guarantee Supplement or Joinder Agreement, as applicable, and covering enforceability and such additional matters relating to such Subsidiary Guarantee, Borrower Subsidiary Guarantee Supplement or Joinder Agreement as the Co-Agents may reasonably request and (iii) all documents the Co-Agents may reasonably request relating to the existence of such Subsidiary, the corporate authority for and the validity of such Subsidiary Guarantee, Borrower Subsidiary Guarantee Supplement or Joinder Agreement, as applicable, and any other matters reasonably determined by the CoAgents to be relevant thereto, all in form and substance reasonably satisfactory to the Co-Agents. "SUBSIDIARY TANGIBLE ASSETS" means, at any time, the total assets of a Subsidiary LESS all Intangible Assets that would appear on a balance sheet of such Subsidiary and its Subsidiaries prepared on a consolidated basis in accordance with GAAP at such time. "SYNTHETIC LEASE OBLIGATION" means the monetary obligation of a Person under (i) a so-called synthetic, off-balance sheet or tax retention lease or (ii) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but that, upon the insolvency or bankruptcy of such Person, would be characterized as indebtedness of such Person (without regard to accounting treatment). "TAXES" has the meaning set forth in SECTION 8.04(a). "TERMINATION DATE" means January 30, 2004 or, if such day is not a Business Day, the next preceding Business Day. "TOTAL OUTSTANDINGS" means the aggregate Outstanding Amount of all Loans and all L/C Obligations. "TYCOM SHIP LEASE PARTICIPATION AGREEMENT" means the Participation Agreement dated as of October 31, 2000 among C.S. Tycom Reliance Inc., as construction agent and charterer, the Parent, as guarantor, certain charterers party thereto, TMG Statutory Trust--2000, as owner, State Street Bank and Trust Company of Connecticut, National Association, as trustee, the note holders and certificate holders therein named, Citibank, N.A., as Agent and Salomon Smith Barney, Inc., Commerzbank AG, and Bayerische Hypo-und Vereinsbank AG, New York Branch. "TYPE" has the meaning specified in SECTION 1.03. "UNFUNDED LIABILITIES" means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair 21

market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or to any other Person under Title IV of ERISA. "UNITED STATES" means the United States of America, including the States and the District of Columbia, but excluding its territories and possessions. "UNREIMBURSED AMOUNT" has the meaning set forth in SECTION 2.04(c)(i). "UNREIMBURSED DRAWING" means any drawing under any Letter of Credit which has not been reimbursed on the date when made. "UNREIMBURSED FUNDING" means, with respect to each Bank, such Bank's funding of its participation in any Unreimbursed Drawing in accordance with its Commitment Percentage. "VENTURE CAPITAL INVESTMENTS" means equity Investments of Tyco Sigma Limited, Tyco Eta Limited, Tyco Holdings (Bermuda) No. 4 Limited, Tyco Group S.a.r.l., Tyco International Finance Alpha GmbH (Switzerland), US Surgical Corporation, Tyco Electronics Corporation, Mallinckrodt Inc., Tyco Healthcare Group LP and Earth Tech Holdings, Inc. in a Person other than a Subsidiary pursuant to a venture capital transaction. "WHOLLY OWNED SUBSIDIARY" means any Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares and investments by foreign nationals mandated by applicable law) are at the time beneficially owned, directly or indirectly, by the Parent. 22

Section 1.02. ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Parent's independent public accountants) with the then most recent audited consolidated financial statements of the Parent and its Subsidiaries delivered to the Banks; PROVIDED that, if either (i) the Parent notifies the Co-Agents that the Parent wishes to eliminate the effect of any change in GAAP or any change in the application of GAAP in the most recent audited consolidated financial statements that has been concurred in by the Parent's independent public accountants on the operation of any covenant contained in ARTICLE 5 or (ii) the Co-Agents notify the Parent that they wish to effect such an elimination, then the Parent's compliance with such covenant shall be determined on the basis of GAAP or such application in effect immediately before the relevant change in GAAP or change in application became effective, until either (A) such notice is withdrawn by the party giving such notice or (B) such covenant is amended in a manner satisfactory to the Parent and the Co-Agents to reflect such change in GAAP or change in application. Section 1.03. TYPES OF LOANS AND BORROWINGS. The term "BORROWING" denotes the aggregation of Loans of one or more Banks to be made to the Borrower pursuant to ARTICLE 2 on the same date, all of which Loans are of the same Type (subject to ARTICLE 8) and, in the case of Euro-Dollar Loans, have the same initial Interest Period. The "TYPE" of a Loan (or of a Borrowing comprised of such Loans) refers to the determination whether a Loan is a Euro-Dollar Loan or a Base Rate Loan, each of which constitutes a "TYPE." Section 1.04. LETTER OF CREDIT AMOUNTS. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor, whether or not such maximum face amount is in effect at such time. Section 1.05. TIMES OF DAY. Unless otherwise specified, all references herein to times of day shall be references to New York City time. Section 1.06. CURRENCY EQUIVALENTS GENERALLY. Any amount specified in this Agreement (other than in ARTICLES 2, 7 and 9) or any of the other Financing Documents to be in U.S. dollars shall also include the equivalent of such amount in any currency other than U.S. dollars, such equivalent amount to be determined at the rate of exchange quoted by Bank of America in Charlotte, North Carolina at the close of business on the Business Day immediately preceding any date of determination thereof, to prime banks in New York, New York for the spot purchase in the New York foreign exchange market of such amount in U.S. dollars with such other currency; PROVIDED that for purposes of compliance with the provisions of this Agreement specifying a U.S. dollar-denominated limit or threshold, the U.S. dollar equivalent of any amount in a foreign currency shall be determined for each action or event that is required to comply with such limit or threshold on the basis of the rate of exchange in effect on the date of such action or event (or, in the case of the incurrence of debt securities, the date of the underwriting agreement therefor and, in the case of a revolving credit commitment or similar arrangement, the date on which such commitment is entered into) and the Parent and its Subsidiaries shall not fail to be in compliance with such limit or threshold in respect of such action or event solely as a result of exchange rate fluctuations subsequent to such date. ARTICLE 2 THE CREDITS Section 2.01. COMMITMENTS TO LEND. (A) LOANS. Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make loans to the Borrower pursuant to this SECTION 2.01 23

from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Bank's Commitment; PROVIDED, HOWEVER, that after giving effect to any Borrowing, (i) the Total Outstandings shall not exceed the Commitments and (ii) the aggregate Outstanding Amount of the Loans of any Bank PLUS such Bank's Commitment Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the foregoing limits, the Borrower may borrow under this Section, repay or, to the extent permitted by SECTION 2.11, prepay Loans and reborrow at any time prior to the Termination Date under this SECTION 2.01. (b) MINIMUM BORROWINGS. Each Borrowing under this SECTION 2.01 shall be in an aggregate amount of U.S.$10,000,000 or a larger multiple of U.S.$1,000,000 (except that any such Borrowing may be in the aggregate amount of the available Commitments) and shall be made from the several Banks ratably in proportion to their respective Commitments. Section 2.02. NOTICE OF BORROWING. The Borrower shall give the Administrative Agent written notice in substantially the form of EXHIBIT B-1 hereto (a "NOTICE OF BORROWING") not later than 11:00 a.m. on (1) the date of each Borrowing comprised of Base Rate Loans and (2) the third Business Day before each Borrowing comprised of Euro-Dollar Loans, specifying: (i) the date of such Borrowing, which shall be a Business Day; (ii) the aggregate amount of such Borrowing; (iii) the initial Type of Loans comprising such Borrowing; and (iv) in the case of Euro-Dollar Loans, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. Each such Notice of Borrowing shall be given by a Responsible Officer of the Borrower and the satisfaction of the conditions in SECTIONS 3.02(c) and 3.02(d) shall be confirmed by a Designated Officer in the form of the Bringdown Certificate attached as Annex A to the Notice of Borrowing and each such Notice of Borrowing shall be irrevocable when given. Section 2.03. NOTICE TO BANKS; FUNDING OF LOANS. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's Commitment Percentage (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) On the date of each Borrowing, each Bank shall make available its ratable share of such Borrowing, not later than 1:00 p.m., in federal or other funds immediately available in New York City, to the Administrative Agent's Office. Unless the Administrative Agent determines that any applicable condition specified in ARTICLE 3 has not been satisfied or waived in accordance with SECTION 9.05, the Administrative Agent will make the funds so received from the Banks available to the Borrower no later than 3:00 p.m. on such date in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. Section 2.04. LETTERS OF CREDIT. (a) THE LETTER OF CREDIT COMMITMENT. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Banks set forth in this SECTION 2.04, (1) from time to time on any Business Day during the period from the Effective Date until the expiration of the Availability Period, to issue Letters of Credit for the account of the Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTION (b) below, and (2) to honor drafts under the Letters of Credit; and (B) the

24

Banks severally agree to participate in Letters of Credit issued for the account of the Borrower and fund Unreimbursed Drawings with respect thereto; PROVIDED that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit and no Bank shall be obligated to participate in any Letter of Credit if, as of the date of such L/C Credit Extension, (x) the Total Outstandings would exceed the Commitments, (y) the aggregate Outstanding Amount of the Loans of any Bank PLUS such Bank's Commitment Percentage of the Outstanding Amount of all L/C Obligations would exceed such Bank's Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The underlying documentation with respect to Existing Letters of Credit shall be deemed to be amended to the extent necessary to conform to the provisions set forth herein and thereafter all Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof, including, without limitation, SECTION 2.04(k). The Borrower and each Person that becomes, in accordance with the terms hereof, an L/C Issuer agree that any letter of credit issued by such Person for the account of the Borrower that the Borrower and such L/C Issuer agree shall be treated as a Letter of Credit issued under this Agreement and that is identified to the Administrative Agent (including whether such letter of credit is a Performance L/C or Financial L/C) at the time such Person becomes an L/C Issuer or, in the case of Bank of America, promptly after the Effective Date shall, subject to the satisfaction of the conditions specified in SECTION 3.02 and the immediately preceding sentence, be deemed an Existing Letter of Credit hereunder. Each such Person that becomes an L/C Issuer shall confirm to the Administrative Agent on such date that it has received evidence satisfactory to it from the Borrower that each such Existing Letter of Credit is correctly identified to the Administrative Agent as a Performance L/C or Financial L/C, as the case may be. (ii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such L/C Issuer in good faith deems material to it; (B) subject to SECTION 2.04(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance; (C) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer generally applicable to account parties; (D) such Letter of Credit is in an initial amount greater than U.S.$50,000,000; or (E) such Letter of Credit is to be used for a purpose other than supporting the performance of a Person under a contract or agreement in the ordinary course of business or is to be denominated in a currency other than U.S. dollars. (iii) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended 25

form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) PROCEDURES FOR ISSUANCE AND AMENDMENT OF LETTERS OF CREDIT; AUTORENEWAL LETTERS OF CREDIT. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon delivery by the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) of a notice of issuance in the form set forth on EXHIBIT B-2 (a "NOTICE OF ISSUANCE") appropriately completed and signed by a Responsible Officer of the Borrower together with (x) the confirmation by a Designated Officer in the form of a Bringdown Certificate attached as Annex A thereto, as to the satisfaction of the conditions in SECTIONS 3.02(c) and 3.02(d) and (y) a Letter of Credit Application appropriately completed and signed by a Responsible Officer of the Borrower, attached as Annex B thereto. The Notice of Issuance and annexes thereto must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as such L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, the Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents, if any, to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as such L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, the Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may reasonably require. (ii) Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application and the Notice of Issuance from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by such L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer's usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Bank's Commitment Percentage TIMES the amount of such Letter of Credit. (iii) If the Borrower so requests in any applicable Letter of Credit Application, any L/C Issuer shall, subject to SECTION 2.04(a), issue a Letter of Credit that has automatic renewal provisions (each, an "AUTORENEWAL LETTER OF CREDIT"); PROVIDED that any such Auto-Renewal Letter of Credit must permit such L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the "NONRENEWAL NOTICE DATE") in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued; PROVIDED that if such L/C Issuer decides not to renew such Auto-Renewal Letter of Credit, such L/C Issuer shall notify the Administrative Agent and the Borrower no later than the Nonrenewal Notice Date of such nonrenewal. Unless otherwise directed by such L/C Issuer, 26

the Borrower shall not be required to make a specific request to such L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Banks shall be deemed to have authorized (but may not require) such L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than twelve months after the date of such renewal; PROVIDED, HOWEVER, that such L/C Issuer shall not permit any such renewal if (A) the existing expiry date is after the end of the Availability Period, (B) such L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of SECTION 2.04(a) or otherwise) or (C) such L/C Issuer has received notice (which may be by telephone or in writing) on or before the day that is two Business Days before the Nonrenewal Notice Date (1) from the Administrative Agent that the Required Banks have elected not to permit such renewal or (2) from the Administrative Agent, any Bank or the Borrower that one or more of the applicable conditions specified in SECTION 3.02 is not then satisfied. (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. (c) DRAWINGS AND REIMBURSEMENTS; FUNDING OF PARTICIPATIONS. (i) Upon each of (x) receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit and (y) the date of any payment by such L/C Issuer under a Letter of Credit (an "HONOR DATE"), the relevant L/C Issuer shall notify the Borrower and the Administrative Agent thereof. The Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing no later than three Business Days after the Honor Date. If the Borrower fails to reimburse such L/C Issuer on the Honor Date, the amount of the unreimbursed drawing (the "UNREIMBURSED AMOUNT") shall bear interest at the Base Rate plus the Base Rate Margin, and if not reimbursed within such three Business Days thereafter, at the Default Rate, payable on demand. (ii) If so directed by the L/C Issuer on the Honor Date or at any time thereafter and prior to the Borrower's reimbursement of the Unreimbursed Amount, the Administrative Agent shall promptly notify each Bank of the Honor Date, the Unreimbursed Amount and the amount of such Bank's Commitment Percentage thereof and shall request each Bank to make its Commitment Percentage of such Unreimbursed Amount available in accordance with sub-paragraph (iii) below. Any notice given by an L/C Issuer or the Administrative Agent pursuant to SECTION 2.04(c)(i) or this SECTION 2.04(c)(ii) may be given by telephone if immediately confirmed in writing; PROVIDED that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (iii) Each Bank (including any Bank acting as an L/C Issuer) shall upon any notice pursuant to SECTION 2.04(c) (ii) make funds available to the Administrative Agent for the account of the relevant L/C Issuer at the "Administrative Agent's Office" in an amount equal to its Commitment Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, each Bank that so makes funds available with respect to the Unreimbursed Amount shall be deemed to have made an Unreimbursed Funding in such amount and interest thereon shall thereafter accrue in favor of such Bank. The Administrative Agent shall remit the funds so received from the Banks to the relevant L/C Issuer. (iv) Each Bank's obligation to fund Unreimbursed Fundings to reimburse the L/C Issuers for amounts drawn under Letters of Credit, as contemplated by this SECTION 2.04(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any 27

set-off, counterclaim, recoupment, defense or other right which such Bank may have against any L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such funding of an Unreimbursed Funding shall relieve or otherwise impair the obligation of the Borrower to reimburse each L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (v) If any Bank fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Bank pursuant to the foregoing provisions of this SECTION 2.04(c) by the time specified in SECTION 2.04(c)(iii), such L/C Issuer shall be entitled to recover from such Bank (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of such L/C Issuer submitted to any Bank (through the Administrative Agent) with respect to any amounts owing under this clause (v) shall be conclusive absent manifest error. (d) REPAYMENT OF PARTICIPATIONS. (i) At any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Bank such Bank's Unreimbursed Funding in respect of such payment in accordance with SECTION 2.04(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Bank its Commitment Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's Unreimbursed Funding was outstanding) in the same funds as those received by the Administrative Agent. (ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to SECTION 2.04(c)(i) is required to be returned under any of the circumstances described in SECTION 9.04(b) (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Bank shall pay to the Administrative Agent for the account of such L/C Issuer its Commitment Percentage thereof on demand of the Administrative Agent, PLUS interest thereon from the date of such demand to the date such amount is returned by such Bank, at a rate per annum equal to the Federal Funds Rate from time to time in effect. (e) OBLIGATIONS ABSOLUTE. The obligation of the Borrower to reimburse each L/C Issuer for each drawing under each Letter of Credit and to repay each Unreimbursed Funding shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto; (ii) the existence of any claim, counterclaim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), such L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein 28

being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (iv) any payment by such L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Bankruptcy Law; (v) any exchange, release or nonperfection of any collateral, or any release or amendment or waiver of or consent to departure from the Subsidiary Guarantees or any other guarantee, for all or any of the Obligations of the Borrower in respect of such Letter of Credit; or (vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower; PROVIDED that nothing in this SECTION 2.04(e) shall be deemed a waiver of any rights of the Borrower under applicable law or the proviso to SECTION 2.04(f). The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower's instructions or other irregularity, the Borrower will immediately notify the relevant L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against such L/C Issuer and its correspondents unless such notice is given as aforesaid. (f) ROLE OF L/C ISSUERS. Each Bank and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuers shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuers shall be liable to any Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Banks or the Required Banks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit, Notice of Issuance or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; PROVIDED, HOWEVER, that this assumption is not intended to, and shall not, preclude the Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of the L/C Issuers, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of SECTION 2.04(e); PROVIDED, HOWEVER, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower, which the Borrower proves were caused by such L/C Issuer's willful misconduct or gross negligence or such L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) or document(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance, and not in limitation, of the foregoing, the L/C Issuers may accept documents 29

that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. (g) CASH COLLATERAL. If, as of the date of expiration of the Availability Period, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize each such Letter of Credit (in an amount equal to the L/C Obligation in respect of such Letter of Credit determined as of the date of such expiration of the Availability Period). For purposes hereof, "CASH COLLATERALIZE" means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Banks, as collateral for each L/C Obligation, cash or deposit account balances pursuant to agreements (each, a "CASH COLLATERAL ACCOUNT AGREEMENT") substantially in the form attached hereto as EXHIBIT H. Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Banks, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in the Cash Collateral Account(s). If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds with respect to each outstanding Letter of Credit is less than the amount of the L/C Obligation in respect of such Letter of Credit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the Cash Collateral Account(s), an amount equal to the excess of (a) such aggregate Outstanding Amount with respect to such Letter of Credit over (b) the total amount of funds, if any, then held as Cash Collateral with respect to such Letter of Credit that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable law, to reimburse the L/C Issuer of such Letter of Credit. (h) APPLICABILITY OF ISP98. Unless otherwise expressly agreed by an L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the "International Standby Practices 1998" published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit. (i) LETTER OF CREDIT FEES. The Borrower shall pay to the Administrative Agent for the account of each Bank in accordance with its Commitment Percentage a letter of credit fee for each Letter of Credit equal to the L/C Margin for such Letter of Credit TIMES the (x) daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit) or if applicable, (y) daily maximum amount then available to be drawn under such Letter of Credit if such amount may be automatically reduced under the terms of such Letter of Credit. Such letter of credit fees shall be computed on a quarterly basis in arrears. Such letter of credit fees shall be due and payable on each Quarterly Payment Date, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the L/C Margin during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the L/C Margin for such Letter of Credit separately for each period during such quarter that such L/C Margin was in effect. 30

(j) FRONTING FEE AND DOCUMENTARY AND PROCESSING CHARGES PAYABLE TO L/C ISSUER. The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it in the amounts and at the times agreed to by the Borrower and such L/C Issuer. In addition, the Borrower shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. (k) CONFLICT WITH LETTER OF CREDIT APPLICATION. Notwithstanding anything to the contrary set forth in a Letter of Credit Application, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control. (l) L/C REPORTS. Each L/C Issuer shall, on the first Business Day of each week, furnish to the Administrative Agent and the Borrower a written report setting forth a summary of the issuance date and Expiration Date of each Letter of Credit issued by such L/C Issuer during the previous week, whether each such Letter of Credit is a Performance L/C or a Financial L/ C, the Outstanding Amount of the L/C Obligations for such Letters of Credit and drawings under such Letters of Credit during such time, which report shall be substantially in the form attached hereto as EXHIBIT J. Each L/C Issuer shall also notify the Administrative Agent in writing of any increases or decreases in the Outstanding Amount of the L/C Obligations for Letters of Credit issued by such L/C Issuer within one Business Day of any such increase or decrease. Each L/C Issuer that is the issuer of an Existing Letter of Credit confirms that it has received evidence satisfactory to it from the Borrower that such Letter of Credit is correctly identified on Schedule III as a Performance L/C or Financial L/C, as the case may be. Section 2.05. PROMISSORY NOTES. (a) Each Bank may, by notice to the Borrower and the Administrative Agent, request that its Loans be evidenced by a single Promissory Note payable to the order of such Bank for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Bank's Loans and such Bank's Commitment Percentage of the L/C Obligations. Each such Promissory Note shall be in substantially the form of Exhibit A hereto. Each reference in this Agreement to the "Promissory Note" of such Bank shall be deemed to refer to and include any or all of such Promissory Notes, as the context may require. (b) Each Bank shall record the date, amount and Type of each Loan made by it, the date and amount of each Unreimbursed Drawing and the date and amount of each payment of principal or reimbursement made by the Borrower with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of its Promissory Note, endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Loan and Unreimbursed Drawing then outstanding; PROVIDED that the failure of any Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Promissory Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Promissory Note and to attach to and make a part of its Promissory Note a continuation of any such schedule as and when required. Section 2.06. MATURITY OF LOANS. Each Loan shall mature, and the principal amount thereof shall be due and payable (together with interest accrued thereon), on the Termination Date. Section 2.07. INTEREST RATES; MARKET-BASED PREMIUM. (a) Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due, at a rate per annum equal to the sum of the Base Rate for each such day plus the Base Rate Margin. Such interest shall be payable at maturity and quarterly in arrears on each Quarterly Payment Date prior to maturity. Any overdue principal of or interest on any Base Rate Loan shall bear 31

interest, payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the Default Rate. (b) Each Euro-Dollar Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of the Euro-Dollar Rate for such Interest Period plus the Euro-Dollar Margin for each such day. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. (c) Any overdue principal of or interest on any Euro-Dollar Loan shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 2% plus the higher of (i) the interest rate applicable to such Loan on the day before such payment was due and (ii) the Euro-Dollar Margin for such day plus the quotient obtained (rounded upward, if necessary, to the next higher 1/100 of 1%) by dividing (x) the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the respective rates per annum at which one day (or, if such amount due remains unpaid more than three Business Days, then for such other period of time not longer than six months as the Administrative Agent may select) deposits in dollars in an amount approximately equal to such overdue payment due to Bank of America is offered to Bank of America in the London interbank market for the applicable period determined as provided above by (y) 1.00 minus the Euro-Dollar Reserve Percentage (or, if the circumstances described in SECTION 8.01 shall exist, at a rate per annum equal to the Default Rate). (d) On each Quarterly Payment Date and on the later of the Termination Date and the date of payment in full of all Obligations under the Financing Documents, the Borrower shall pay to the Administrative Agent for the account of each Bank in accordance with its Commitment Percentage additional interest equal to the MarketBased Premium, if any, applicable in respect of the preceding calendar quarter or other period TIMES the average daily Outstanding Amount during such quarter or other period of the Loans and the L/C Obligations TIMES the number of days in such quarter or other period DIVIDED by 360. The Market-Based Premium shall be payable in addition to any then applicable interest rate or letter of credit fee with respect to Base Rate Loans, Euro-Dollar Loans and L/C Obligations. Section 2.08. FEES. (a) COMMITMENT FEE. The Borrower shall pay to the Administrative Agent for the account of each Bank in accordance with its Commitment Percentage, a commitment fee equal to the Commitment Fee Rate TIMES the actual daily amount by which Commitments exceed the sum of (i) the Outstanding Amount of Loans and (ii) (x) the Outstanding Amount of L/C Obligations MINUS (y) all then outstanding Unreimbursed Drawings; PROVIDED, HOWEVER, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Bank during the period prior to the time such Bank became a Defaulting Bank and unpaid at such time shall not be payable by the Borrower so long as such Bank shall be a Defaulting Bank except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and PROVIDED FURTHER that no commitment fee shall accrue on any of the Commitments of a Defaulting Bank so long as such Bank shall be a Defaulting Bank. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE 3 is not met. Accrued fees under this Section shall be payable quarterly in arrears on each Quarterly Payment Date commencing with the first such date to occur after the Effective Date and upon the date of termination of the Commitments in their entirety. (b) OTHER FEES. The Borrower shall pay to the Joint Lead Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee 32

Letter and shall pay the other fees set forth in the Fee Letter in the amount and at the times specified therein. Each such fee shall be fully earned when paid and shall not be refundable for any reason whatsoever. Section 2.09. OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS. The Borrower may, upon at least three Business Days' notice to the Administrative Agent, which notice must be received by the Administrative Agent not later than 11:00 a.m., (i) terminate the Commitments and the Letter of Credit Sublimit at any time, if no Loans or Letters of Credit are outstanding at such time, or (ii) ratably reduce from time to time by an aggregate amount of U.S.$10,000,000 or any larger multiple thereof, the aggregate amount of (x) the Commitments in excess of the aggregate outstanding amount of the Loans or (y) the Letter of Credit Sublimit in excess of the aggregate outstanding amount of Letters of Credit. Each such notice shall be given by a Responsible Officer of the Borrower and shall be irrevocable when given. Promptly after receiving a notice pursuant to this Section, the Administrative Agent shall notify each Bank of the contents thereof. All commitment fees accrued until the effective date of any termination of the Commitments under this SECTION 2.09 shall be paid on the effective date of such termination. Section 2.10. MANDATORY TERMINATION OF COMMITMENTS. (a) The Commitments shall terminate on the Termination Date, and any Loans then outstanding (together with accrued interest thereon) shall be due and payable on such date. (b) If after giving effect to any reduction or termination of unused Commitments under SECTION 2.09, the Letter of Credit Sublimit exceeds the amount of the Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. Section 2.11. PREPAYMENTS. (a) OPTIONAL. (i) Subject in the case of Euro-Dollar Loans to SECTION 2.13, the Borrower may upon notice to the Administrative Agent not later than 10:30 a.m. (i) on the Business Day preceding the date of prepayment of any Group of Loans comprised of Base Rate Loans or (ii) the third Business Day before the date of prepayment of any Group of Loans comprised of Euro-Dollar Loans, prepay any such Group of Loans (or Borrowing), in each case in whole at any time, or from time to time in part in amounts aggregating U.S.$10,000,000 or a larger multiple of U.S.$1,000,000, by paying the principal amount to be prepaid together with, in the case of Euro-Dollar Loans, accrued interest thereon to but not including the date of prepayment. Each such notice shall be given by a Responsible Officer of the Borrower, shall be irrevocable when given and shall specify the date of such prepayment and the amount and Type of Loans to be prepaid. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans. (ii) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and once notice is so given to the Banks, the Borrower's notice of prepayment shall not thereafter be revocable by the Borrower. (b) MANDATORY. If for any reason the Total Outstandings at any time exceed the Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; PROVIDED, HOWEVER, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this SECTION 2.11(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Commitments then in effect. Section 2.12. GENERAL PROVISIONS AS TO PAYMENTS. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrower shall make each payment of principal of, and interest on, the Loans and Unreimbursed Amounts and of fees hereunder not later than 2:00 p.m. on the date when due, in federal or other 33

funds immediately available in New York City, to the Administrative Agent at its address specified in or pursuant to SECTION 9.01. The Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the respective accounts of the Banks. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue; PROVIDED that payment shall be deemed received by 2:00 p.m. if the Borrower provides the Administrative Agent with written confirmation of a Federal Reserve Bank of New York reference number no later than 4:00 p.m. on such Business Day. Whenever any payment of principal of, or interest on, the Base Rate Loans, Unreimbursed Amounts or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Borrower or any Bank has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Bank, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Bank, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Bank shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Bank in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Bank to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Bank failed to make such payment, such Bank shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the "COMPENSATION PERIOD") at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Bank pays such amount to the Administrative Agent, then such amount shall constitute such Bank's Loan included in the applicable Borrowing. If such Bank does not pay such amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall repay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Bank from its obligation to fulfill its Commitment or to prejudice any rights that the Administrative Agent or the Borrower may have against any Bank as a result of any default by such Bank hereunder. 34

A notice of the Administrative Agent to any Bank or the Borrower with respect to any amount owing under this SUBSECTION (B) shall be conclusive, absent manifest error. (c) The obligations of the Banks hereunder to make Loans and to fund participations in Letters of Credit are several and not joint. The failure of any Bank to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Bank of its corresponding obligation to do so on such date, and no Bank shall be responsible for the failure of any other Bank to so make its Loan or purchase its participation. (d) If any Bank makes available to the Administrative Agent funds for any Loan to be made by such Bank as provided in the foregoing provisions of this ARTICLE 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in ARTICLE 3 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Bank) to such Bank, without interest. (e) Nothing herein shall be deemed to obligate any Bank to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Bank that it has obtained or will obtain the funds for any Loan in any particular place or manner. Section 2.13. FUNDING LOSSES. If the Borrower makes any payment of principal with respect to any EuroDollar Loan or any Euro-Dollar Loan is converted to a Base Rate Loan (pursuant to ARTICLE 2, 6 or 8 (other than SECTION 8.02)) on any day other than the last day of an Interest Period applicable thereto, or if the Borrower fails to borrow, prepay, convert or continue any Euro-Dollar Loans after notice has been given to any Bank in accordance with SECTION 2.03(a), 2.11(a) or 2.16 (other than as a result of default by such Bank), the Borrower shall reimburse each Bank within 15 days after written demand for any resulting loss or expense reasonably incurred by it (or by an existing or prospective Participant in the related Loan) in obtaining, liquidating or employing deposits or other funds from third parties, but excluding loss of margin for the period after any such payment or conversion or failure to borrow, prepay, convert or continue; PROVIDED that such Bank shall have delivered to the Borrower a certificate specifying in reasonable detail the calculation of, and the reasons for, the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error. Section 2.14. COMPUTATION OF INTEREST AND FEES. (a) Interest and fees hereunder shall be computed on the basis of a year of 360 days for Euro-Dollar Loans and 365 days (or 366 days in a leap year) for Base Rate Loans and paid for the actual number of days elapsed (including the first day but excluding the last day). (b) All determinations and computations of interest rates hereunder, including, without limitation, the MarketBased Premium, by the Administrative Agent, any L/C Issuer or the Co-Agents shall be conclusive in the absence of manifest error. Section 2.15. REGULATION D COMPENSATION. Each Bank may require the Borrower to pay, contemporaneously with each payment of interest on the Euro-Dollar Loans, additional interest on the related Euro-Dollar Loan of such Bank at a rate per annum determined by such Bank up to but not exceeding the excess of (i) (A) the applicable Euro-Dollar Rate divided by (B) one MINUS the Euro-Dollar Reserve Percentage over (ii) the applicable Euro-Dollar Rate. Any Bank wishing to require payment of such additional interest (x) shall so notify the Borrower and the Administrative Agent, in which case such additional interest on the Euro-Dollar Loans of such Bank shall be payable to such Bank at the place indicated in such notice with respect to each Interest Period commencing at least three Business Days after the giving of such notice, and (y) shall notify the Borrower at least five Business Days prior to each date on which interest is payable on the Euro-Dollar Loans of the amount then due it under this Section. 35

Section 2.16. METHOD OF ELECTING INTEREST RATES. (a) The Loans included in each Borrowing shall initially be of the Type specified by the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type of each such Group of Loans (subject to SUBSECTION 2.16(D) of this Section and the provisions of ARTICLE 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Business Day, and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to SECTION 2.13 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 11:00 a.m. on the third Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election shall be given by a Responsible Officer of the Borrower, shall be irrevocable when given and may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED that (i) such portion is allocated ratably among the Loans comprising such Group of Loans and (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are each at least U.S.$10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Loans comprised of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of SUBSECTION 2.16(a) above; (iii) if the Loans comprising such Group of Loans are to be converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to SUBSECTION (a) above, the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Loans to, or continue any Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Loans comprised of EuroDollar Loans created or continued as a result of such election would be less than U.S.$10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent. (e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect. 36

ARTICLE 3 CONDITIONS Section 3.01. EFFECTIVENESS. This Agreement shall become effective on the date that each of the following conditions shall have been satisfied (or waived in accordance with SECTION 9.05): (a) receipt by the Co-Agents of counterparts of this Agreement, the Borrower Subsidiary Guarantee and the other Financing Documents signed by each of the parties hereto and thereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Co-Agents in form satisfactory to them of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party) and a Promissory Note executed by the Borrower in favor of each Bank requesting a Promissory Note; (b) receipt by the Co-Agents of an opinion of each of (i) the general counsel of the Parent, substantially in the form of EXHIBIT C-1 hereto, (ii) Beghin & Feider in association with Allen & Overy, special Luxembourg counsel for the Borrower, substantially in the form of EXHIBIT D hereto, (iii) Appleby, Spurling & Kempe, special Bermuda counsel for the Parent, substantially in the form of EXHIBIT E hereto, (iv) Gibson, Dunn & Crutcher LLP, special New York counsel to the Borrower and the Parent, substantially in the form of EXHIBIT C-2 hereto and (v) counsel to each Subsidiary that is or will be a Subsidiary Guarantor on the Effective Date, substantially in the form of EXHIBIT K hereto; (c) receipt by the Co-Agents of an opinion of Shearman & Sterling, special counsel for the Co-Agents in form and substance satisfactory to the Co-Agents; (d) receipt by the Co-Agents of all documents the Co-Agents may reasonably request relating to the existence of the Borrower, the Parent and the Subsidiary Guarantors, the corporate authority for and the validity of this Agreement, the Promissory Notes and the other Financing Documents, and any other matters reasonably determined by the Co-Agents to be relevant hereto, all in form and substance reasonably satisfactory to the CoAgents; (e) the Borrower shall have issued bonds convertible into common equity of the Parent (the "CONVERTIBLE BONDS") and shall have received no less than U.S.$2,500,000,000 in gross proceeds from the sale thereof; (f) the Borrower's Debt Securities shall have Debt Ratings of at least BBB- by S&P and Ba2 by Moody's and neither S&P nor Moody's shall have announced any intention to downgrade such securities; (g) receipt by the Co-Agents of the consolidated balance sheet of the Parent and its Subsidiaries as of September 30, 2002 and the related consolidated statements of income, of shareholders' equity and of cash flows for the fiscal year then ended, reported on by PricewaterhouseCoopers LLP (without qualification) in a manner satisfactory to the Co-Agents and complying with the applicable rules and regulations promulgated by the SEC, which have been, in each case, delivered to and filed with the SEC on Form 10-K in accordance with the rules and regulations promulgated by the SEC; (h) except as publicly disclosed prior to January 1, 2003 in the Parent's annual report on Form 10-K for the fiscal year ended September 30, 2002, the Parent shall not have made any material restatement of its consolidated balance sheet as of September 30, 2001 and the related consolidated statements of income, of shareholders' equity and of cash flows for such fiscal year or for any prior period; (i) (A) there shall exist no material adverse change in any Existing Litigation disclosed to the Co-Agents prior to January 1, 2003 and (B) since January 1, 2003 there shall be no other material action, suit or proceeding pending against or to the knowledge of the Parent threatened against or 37

affecting the Parent or any of its Subsidiaries, except for new shareholders' derivative litigation or shareholders' class actions covering the same facts as Existing Litigation; (j) there shall not have occurred any material adverse development, event or change in financial statement reporting required by any regulatory or governmental agency (including, without limitation, the SEC) or in any other disclosure matter; (k) receipt by the Co-Agents of a copy of the Parent's report on Form 8-K dated December 30, 2002 containing the results to such date of (i) the forensic accounting review conducted by Urbach Kahn & Werlin and (ii) the legal review conducted by Boies, Schiller & Flexner LLP with respect to the matters described in Item 2 of the Parent's Report on Form 10-Q for the quarter ended June 30, 2002; (l) receipt by the Co-Agents of a certificate of a Designated Officer certifying the accuracy of information regarding Debt of the Parent and its Subsidiaries existing on the date hereof, Liens of the Parent and its Subsidiaries existing on the date hereof, Investments of the Parent and its Subsidiaries existing on the date hereof and the ownership structure of the Parent and certain of its Subsidiaries, in form and substance satisfactory to the Co-Agents; and (m) arrangements satisfactory to the Co-Agents shall have been made for the payment of all fees and accrued expenses required to be paid on or before the Effective Date; PROVIDED that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than February 14, 2003. Section 3.02. BORROWINGS. The obligation of any Bank to make a Loan on the occasion of any Borrowing or of any L/C Issuer to make an L/C Credit Extension is subject to the satisfaction (or waiver in accordance with SECTION 9.05) of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing and, if applicable, by such L/C Issuer of a notice of issuance as required by SECTION 2.02 or 2.04, as the case may be; (b) the fact that, immediately after such Borrowing or issuance, the aggregate outstanding amount of Letters of Credit will not exceed the Letter of Credit Sublimit and the aggregate outstanding amount of all Letters of Credit and the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing or issuance, no Default shall have occurred and be continuing; and (d) the fact that (i) the representations and warranties of each Obligor contained in the Financing Documents that, by their terms are subject to a materiality standard, shall be true on and as of the date of such Borrowing or issuance and (ii) all other representations and warranties of each Obligor shall be true in all material respects on and as of the date of such Borrowing or issuance, in each case except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. Each Borrowing or issuance hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in SUBSECTIONS (b), (c) and (d) of this Section. 38

ARTICLE 4 REPRESENTATIONS AND WARRANTIES Each Obligor party hereto represents and warrants to the Agents and the Banks that: Section 4.01. CORPORATE EXISTENCE AND POWER. Each Obligor is an entity duly organized and validly existing under the laws of its jurisdiction of organization. Each Obligor has all corporate powers and all governmental licenses, authorizations, consents and approvals (collectively, the "CONSENTS") required to carry on its business as now conducted, other than those powers and Consents, the failure of which to be possessed or obtained could not, based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to have a Material Adverse Effect. Section 4.02. CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and performance by each Obligor of this Agreement and the other Financing Documents to which it is or is to be a party: (a) are within its corporate powers; (b) have been duly authorized by all necessary corporate action on its part; (c) require no action by or in respect of, or filing with, any governmental body, agency or official, in each case, on its part; and (d) do not contravene, or constitute a default under, any provision of (i) applicable law or regulation, (ii) its organizational documents, or (iii) any agreement or instrument evidencing or governing material Debt of such Obligor or any other material agreement, judgment, injunction, order, decree or other instrument binding upon such Obligor or any Significant Subsidiary. No Obligor or any of its Subsidiaries is in violation of any applicable law or regulation that, nor is any Obligor in violation of any material agreement, the violation or breach of which, could reasonably be expected to have a Material Adverse Effect. Section 4.03. BINDING EFFECT. This Agreement has been, and each other Financing Document, when delivered hereunder, will have been, duly executed and delivered by each Obligor that is party hereto or thereto. This Agreement constitutes a valid and binding agreement of such Obligor, and each other Financing Document, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of each Obligor party thereto. Section 4.04. FINANCIAL INFORMATION. (a) The consolidated balance sheet of the Parent and its Subsidiaries as of September 30, 2002 and the related consolidated statements of income, of shareholders' equity and of cash flows for the fiscal year then ended, reported on by PricewaterhouseCoopers LLP and set forth in the Parent's 2002 Form 10-K, a copy of which has been delivered to each of the Banks, fairly present, in conformity with GAAP, the consolidated financial position of the Parent and its Subsidiaries as of such date and their consolidated results of operations and cash flows for such period. (b) Since September 30, 2002, there has been no material adverse change in the business, assets, liabilities (actual or contingent, other than contingent obligations arising in the ordinary course of business), results of operations or condition (financial or otherwise) of the Parent and its Subsidiaries, considered as a whole. (c) All financial projections concerning the Parent and the Borrower that have been delivered to the Agents, the Joint Lead Arrangers or the Banks by or on behalf of the Parent or the Borrower on or prior to the Effective Date have been prepared in good faith based upon assumptions reasonable at the time of delivery thereof (it being understood that financial projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Parent and the Borrower, and no assurance can be given that such projections will be realized). Section 4.05. LITIGATION. There is no action, suit or proceeding pending against, or to the knowledge of the Parent threatened against or affecting, the Parent or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official (a) except as disclosed in the Parent's filings on 39

Forms 10-K, 10-Q or 8-K on or before the date hereof or as set forth on SCHEDULE 4.05 (the "EXISTING LITIGATION") and except for shareholders' derivative litigation or shareholders' class actions based on the same facts and circumstances as the Existing Litigation, that could, based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to have a Material Adverse Effect or (b) which in any manner draws into question the validity or enforceability of the Financing Documents. Section 4.06. COMPLIANCE WITH ERISA. Each member of the ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance, except where the failure to so comply could not, based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to have a Material Adverse Effect, with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan. No member of the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to make any required contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan, that has resulted in or could, based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any liability under Title IV of ERISA (other than a liability to the PBGC for premiums under Section 4007 of ERISA), that could, based upon the facts and circumstances existing at the time this representation and warranty is made or deemed made, reasonably be expected to have a Material Adverse Effect. Section 4.07. ENVIRONMENTAL MATTERS. In the ordinary course of its business, the Parent conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of the Parent and its Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off site disposal of wastes or Hazardous Substances, and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, the Parent has reasonably concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, could not, based upon the facts and circumstances existing at the time this representation and warranty is made or deemed made, reasonably be expected to have a Material Adverse Effect. Section 4.08. TAXES. Each Obligor has timely filed, or caused to be filed, all material tax returns (federal, state, local and foreign), each being true and correct in all material respects, required to be filed by it and paid (a) all amounts of taxes shown thereon to be due (including interest and penalties) and (b) all other material taxes, fees, assessments and other government changes (including mortgage recording taxes, documentary stamp taxes and intangible taxes) owing by it, except for such taxes (i) that are not yet delinquent or (ii) that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP. None of the Obligors are aware as of the date hereof of any proposed tax assessments against it or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect. Section 4.09. SUBSIDIARIES. (a) Each of the Parent's Subsidiaries is duly organized, validly existing and (to the extent such concept is applicable to it) in good standing under the laws of its jurisdiction of organization, except where the failure to be so organized, existing or in good standing could not, based upon the facts and circumstances existing at the time this representation and warranty is made or deemed made, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has all 40

legal powers and all Consents required to carry on its business as now conducted, other than those powers and Consents, the failure of which to be possessed or obtained could not, based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to have a Material Adverse Effect. (b) As of the Effective Date, the sole assets of Sensormatic Holding Corporation consist of 100% of the Equity Interests in Sensormatic Electronics Corporation and Scott Technologies Holdings, Inc. As of the Effective Date, the sole assets of Scott Technologies Holdings, Inc. consist of 100% of the Equity Interests in Scott Technologies, Inc. and Intercompany Debt. Section 4.10. NOT AN INVESTMENT COMPANY. No Obligor is an "investment company" within the meaning of the Investment Company Act of 1940, as amended or a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company Act of 1935. Neither the making of any Loan, nor the issuance of any Letter of Credit, nor the application of the proceeds or repayment thereof by the Borrower will violate any provision of the Investment Company Act of 1940 or the Public Utility Holding Company Act of 1935 or any rule, regulation or order of the SEC thereunder. Section 4.11. FULL DISCLOSURE. All information heretofore furnished by or on behalf of the Obligors to any Agent in connection with this Agreement (as modified or supplemented by other information so furnished) taken as a whole does not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading; PROVIDED that, with respect to projected financial information, the Obligors represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made, it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond the Obligors' control and that no assurance can be given that such projections will be realized. Section 4.12. OBLIGATIONS TO BE PARI PASSU. The obligations of each Obligor under the Financing Documents rank PARI PASSU as to priority of payment and in all other respects with all other unsecured and unsubordinated obligations of such Obligor. Section 4.13. OWNERSHIP OF PROPERTY. Each Obligor and each Subsidiary has good record and marketable title to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 4.14. INTELLECTUAL PROPERTY; LICENSES, ETC. The Parent and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, licenses and other intellectual property rights that are used in the operation of their respective businesses as of the date hereof, except where the failure to own or to have the right to use would not have a Material Adverse Effect. To the best knowledge of the Parent, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Parent or any Subsidiary infringes upon any rights held by any other Person that could reasonably be expected to have a Material Adverse Effect. Section 4.15. CASUALTY, ETC. Neither the business nor the properties of any Obligor or any Subsidiary is affected by any fire, explosion, accident, strike, lockout or other labor dispute, embargo, war, act of God, terrorism or of the public enemy or other casualty (whether or not covered by insurance) that could reasonably be expected to have a Material Adverse Effect. Section 4.16. SUBSIDIARY GUARANTORS. As of the Effective Date, the tangible assets of the Subsidiary Guarantors (other than Tyco Group S.a.r.l and Alpha), collectively, equal at least 37.5% of Consolidated Tangible Assets. 41

ARTICLE 5 COVENANTS So long as any Bank has any Commitment hereunder, any Letter of Credit remains outstanding or any amount payable under this Agreement or any Promissory Note remains unpaid: Section 5.01. INFORMATION. The Parent will deliver to each of the Banks: (a) as soon as available and in any event within 120 days after the end of each fiscal year of the Parent, a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, of shareholders' equity and of cash flows for such fiscal year, setting forth, in each case in comparative form, the figures for the previous fiscal year, such consolidated statements to be reported on by PricewaterhouseCoopers LLP or other independent public accountants of internationally recognized standing in a manner complying with the applicable rules and regulations promulgated by the SEC; (b) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Parent, a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such quarter, the related consolidated statements of income for such quarter, and the related consolidated statements of income and cash flows for the portion of the Parent's fiscal year ended at the end of such quarter, setting forth in the case of such statements of income and of cash flows in comparative form the figures for the corresponding quarter (in the case of consolidated statements of income) and for the corresponding portion of the Parent's previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP and consistency on behalf of the Parent by a Designated Officer; (c) simultaneously with the delivery of each set of financial statements referred to in SUBSECTIONS (a) and (b) above, a copy of a certificate on behalf of the Parent signed by a Designated Officer (the original of which shall have been delivered to the Administrative Agent) (i) setting forth in reasonable detail the calculations required to establish whether the Parent was in compliance with the requirements of SECTIONS 5.08, 5.09, 5.10, 5.11(b), 5.13, 5.14(b), 5.16 and 5.17, on the date of such financial statements together with a description of each transaction that qualifies as a Permitted Project Financing, including the amount of any Debt related thereto and any Investment therein and (ii) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth, in reasonable detail, the nature thereof and the action which the Parent is taking or proposes to take with respect thereto; (d) within five business days after any Responsible Officer obtains knowledge of any Default, if such Default is then continuing, a certificate on behalf of the Parent signed by a Designated Officer setting forth, in reasonable detail, the nature thereof and the action which the Parent is taking or proposes to take with respect thereto; (e) promptly following the mailing thereof to the shareholders of the Parent generally, copies of all financial statements, reports and proxy statements so mailed; (f) promptly upon the filing thereof, copies of all final registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and final reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which the Parent or the Borrower shall have filed with the SEC; (g) promptly upon any Responsible Officer obtaining knowledge of the commencement of any action, suit or proceeding before any court, arbitrator or other governmental body against the Parent or any of its Subsidiaries that, if adversely determined, could reasonably be expected to have a Material Adverse Effect, a certificate on behalf of the Parent specifying the nature of such 42

action, suit or proceeding and what action the Parent is taking or proposes to take with respect thereto; (h) promptly following, and in any event within 10 days of, any change or an announcement of an intention to make a change (or of a credit watch) in a Debt Rating by any Rating Agency, notice thereof; (i) promptly following any amendment of the Five-Year Credit Agreement, a true and complete copy of such amendment; and (j) from time to time, upon reasonable notice, such additional information regarding the financial position or business of the Parent and its Subsidiaries as the Administrative Agent, at the request of any Bank, may reasonably request. Information required to be delivered pursuant to SUBSECTION (a), (b), (e) or (f) above shall be deemed to have been delivered on the date on which the Parent provides notice to the Banks that such information has been posted on the Parent's website on the Internet at the website address listed on the signature pages hereof, at sec.gov/edaux/searches.htm or at another website identified in such notice and accessible by the Banks without charge; PROVIDED that (i) such notice may be included in a certificate delivered pursuant to SUBSECTION 5.01(c) and (ii) the Parent shall deliver paper copies of the information referred to in SUBSECTION (a), (b), (e) or (f) to any Bank that requests such delivery. Section 5.02. PAYMENT OF OBLIGATIONS. The Parent will pay and discharge, and will cause each Subsidiary to pay and discharge, at or before maturity, all of their respective material obligations and liabilities, including, without limitation, tax liabilities, except where (i) any such failure to so pay or discharge could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect or (ii) such liabilities or obligations are being contested in good faith by appropriate proceedings. The Parent will maintain, and will cause each Subsidiary to maintain, in accordance with GAAP, appropriate reserves for the accrual of any of such liabilities or obligations. Section 5.03. MAINTENANCE OF PROPERTY; INSURANCE. (a) Except as permitted by SECTION 5.04, the Parent will keep, and will cause each Subsidiary to keep, all property necessary in its business in good working order and condition, ordinary wear and tear excepted, unless the failure to so keep could not, based upon the facts and circumstances existing at the time, reasonably be expected to have a Material Adverse Effect. (b) The Parent will maintain, and will cause each Subsidiary to maintain, with financially sound and reputable insurers, insurance with respect to its assets and business against such casualties and contingencies, of such types (including, without limitation, loss or damage, product liability, business interruption, larceny, embezzlement or other criminal misappropriation) and in such amounts as is customary in the case of similarly situated corporations of established reputations engaged in the same or a similar business, unless the failure to maintain such insurance could not, based upon the facts and circumstances existing at the time, reasonably be expected to have a Material Adverse Effect. Section 5.04. CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. The Parent (a) will not engage in any business other than the holding of stock and other investments in its Subsidiaries and activities reasonably related thereto, (b) will cause each Subsidiary to engage in business of the same general type as now conducted by the Parent's Subsidiaries and reasonably related extensions thereof, and (c) will preserve, renew and keep in full force and effect, and will cause each Subsidiary to preserve, renew and keep in full force and effect (x) their respective legal existence and (y) their respective rights, privileges and franchises necessary or desirable in the normal conduct of business, unless in the case of either the failure of the Parent or any other Obligor to comply with subclause (c) (y) of this SECTION 5.04 or the failure of a Subsidiary that is not an Obligor to comply with clause (b) or (c) of this 43

SECTION 5.04, such failure could not, based upon the facts and circumstances existing at the time, reasonably be expected to have a Material Adverse Effect; PROVIDED that nothing in this SECTION 5.04 shall prohibit (i) the merger, consolidation or amalgamation of a Subsidiary of the Borrower (other than a Subsidiary Guarantor) with or into another Subsidiary of the Borrower, (ii) the sale, lease, transfer, assignment or other disposition by a Subsidiary of all or any part of its assets to the Parent or another Subsidiary, (iii) the merger, consolidation or amalgamation of a Subsidiary of the Borrower (other than a Subsidiary Guarantor) with or into a Person other than the Parent or a Subsidiary, if the Person surviving such consolidation, merger or amalgamation is a Subsidiary of the Borrower and immediately after giving effect thereto, no Default shall have occurred and be continuing, (iv) the sale, lease, transfer, assignment or other disposition by a Subsidiary of the Borrower (other than a Subsidiary Guarantor) of all or any part of its assets to a Person other than the Parent or a Subsidiary, if the Person to which such sale, lease, transfer, assignment or other disposition is made is a Subsidiary of the Borrower and immediately after giving effect thereto, no Default shall have occurred and be continuing, (v) any transaction permitted pursuant to SECTION 5.11 or (vi) the termination of the legal existence of any Subsidiary of the Borrower (other than a Subsidiary Guarantor) if the Parent in good faith determines that such termination is in the best interest of the Parent and is not materially disadvantageous to the Banks. Section 5.05. COMPLIANCE WITH LAWS. The Parent will comply, and cause each Subsidiary to comply, in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including, without limitation, Environmental Laws and ERISA and the rules and regulations thereunder) except where (a) noncompliance therewith could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect or (b) the necessity of compliance therewith is being contested in good faith by appropriate proceedings. Section 5.06. INSPECTION OF PROPERTY, BOOKS AND RECORDS. (a) The Parent will keep, and will cause each Subsidiary to keep, proper books of record and account in which true and correct entries shall be made of its business transactions and activities so that financial statements that fairly present its business transactions and activities can be properly prepared in accordance with GAAP. (b) The Parent will permit, and will cause each Subsidiary to permit, representatives of any Bank at such Bank's expense to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all upon reasonable notice to the Parent, at such reasonable times and as often as may reasonably be requested by any Bank. Section 5.07. LIMITATION ON RESTRICTIONS ON SUBSIDIARY DIVIDENDS AND OTHER DISTRIBUTIONS. The Parent will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Parent or any Subsidiary, or pay any Debt owed to the Parent or any Subsidiary, (b) make loans or advances to the Parent or any Subsidiary or (c) transfer any of its properties or assets to the Parent or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of: (i) applicable law, agreements with foreign governments with respect to assets located in their jurisdiction, or condemnation or eminent domain proceedings, (ii) any of the Financing Documents, (iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Parent or a Subsidiary, or (B) customary restrictions imposed on the 44

transfer of copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder, (iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof, (v) provisions contained in documents evidencing or governing any Permitted Receivables Transaction, (vi) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Parent or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person's assets to the Parent or a Subsidiary, or (C) otherwise becomes a Subsidiary, PROVIDED that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction and such transaction is otherwise permitted hereunder, (vii) provisions contained in instruments amending, restating, supplementing, extending, renewing, refunding, refinancing, replacing or otherwise modifying, in whole or in part (collectively, "REFINANCING"), instruments referred to in clauses (ii), (iv) and (vi) of this SECTION 5.07, so long as such provisions are, in the good faith determination of the Parent's board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced, (viii) provisions contained in any instrument evidencing or governing Debt or other obligations of any Parent Subsidiary Guarantor, (ix) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement that has been entered into for the sale or disposition of such Subsidiary or its assets, PROVIDED such sale or disposition otherwise complies with this Agreement, (x) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the "INDEBTED SUBSIDIARY") to the Parent or any other Subsidiary, to any other Debt of such Indebted Subsidiary, PROVIDED (A) such Debt is permitted under this Agreement and (B) the Parent's board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect, (xi) provisions governing Preferred Stock issued by a Subsidiary, PROVIDED that such Preferred Stock is permitted under SECTION 5.08, and (xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xi) of this SECTION 5.07, PROVIDED that the aggregate investment of the Parent in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) U.S.$300,000,000 or (b) 3% of Consolidated Tangible Assets. The provisions of this SECTION 5.07 shall not prohibit (x) Liens not prohibited by SECTION 5.10 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary, PROVIDED such Debt is otherwise permitted by this Agreement. Section 5.08. DEBT. The Parent shall not permit any Subsidiary to create, incur, assume or suffer to exist any Consolidated Debt other than (i) Debt in respect of Permitted Securitizations in an aggregate amount not to exceed U.S.$500,000,000 at any time outstanding, (ii) the Convertible Bonds, (iii) Debt existing on the date hereof, but only to the extent such Debt was not incurred in contemplation of the entry into this Agreement, (iv) Debt under overdraft or revolving credit facilities existing on the date 45

hereof in an aggregate amount not to exceed U.S.$653,000,000 at any one time outstanding, (v) Debt under the Financing Documents, (vi) Permitted Acquired Debt, (vii) Debt incurred under Permitted Receivables Transactions, (viii) Synthetic Lease Obligations incurred after the date hereof pursuant to the TyCom Ship Lease Participation Agreement as in effect on the Effective Date for ships under construction on the date hereof in an aggregate amount not to exceed U.S.$30,000,000, (ix) the Borrower's Guarantee, if any, of the Parent's Liquid Yield Option Notes due 2020, (x) any Permitted Refinancings of any such Debt described in the foregoing clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) and (xi) other Consolidated Debt in an aggregate outstanding principal amount for all Subsidiaries not to exceed U.S.$500,000,000. Section 5.09. FINANCIAL COVENANTS. (a) FIXED CHARGE COVERAGE. The ratio of Consolidated EBIT to Consolidated Interest Expense will not, for any period of four consecutive fiscal quarters, be less than 2.5 to 1. (b) CONSOLIDATED DEBT TO CONSOLIDATED EBITDA RATIO. The Parent shall maintain at all times a ratio of (i) Consolidated Debt (excluding Consolidated Debt that the Parent has identified to the Administrative Agent as intended to be refinanced pursuant to a Permitted Refinancing consummated after the Effective Date and prior to the date of determination, if as of such date of determination, such Consolidated Debt (or portion thereof) being refinanced has not remained outstanding for a period in excess of three months from the date of the incurrence of such Consolidated Debt pursuant to such Permitted Refinancing) to (ii) Consolidated EBITDA for the period of four fiscal quarters ended on or most recently prior to the date of determination of not more than the amount set forth below for each period set forth below:
PERIOD -----Effective Date through March 30, 2003....................... March 31, 2003 through June 29, 2003........................ June 30, 2003 through September 29, 2003.................... September 30, 2003 through December 30, 2003................ December 31, 2003 and thereafter............................ RATIO --------4.55:1.00 4.35:1.00 4.10:1.00 3.60:1.00 3.50:1.00

(c) CONSOLIDATED NET WORTH. The Parent shall maintain at the end of each fiscal quarter of the Parent a Consolidated Net Worth of not less than the amount set forth below for each period set forth below:
QUARTER ENDING -------------December 31, 2002....................................... March 31, 2003.......................................... June 30, 2003........................................... September 30, 2003...................................... December 31, 2003 and thereafter........................ AMOUNT --------------$25,400,000,000 $25,700,000,000 $26,200,000,000 $26,700,000,000 $27,000,000,000

Section 5.10. RESTRICTIONS ON LIENS. The Parent will not, and will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (a) any Lien existing on any asset on the date hereof securing Debt that is outstanding on such date; (b) any Lien existing on any asset of, or Equity Interest in, any Person at the time such Person becomes a Subsidiary, which Lien was not created in contemplation of such event; PROVIDED that any Debt such Lien secures is permitted hereunder; 46

(c) any Lien on any asset securing the payment of all or part of the purchase price of such asset upon the acquisition thereof by the Parent or a Subsidiary or securing Debt (including any obligation as lessee incurred under a capital lease) incurred or assumed by the Parent or a Subsidiary prior to, at the time of or within one year after such acquisition (or in the case of real property, the completion of construction (including any improvements on an existing property) or the commencement of full operation of such asset or property, whichever is later), which Debt is incurred or assumed for the purpose of financing all or part of the cost of acquiring such asset or, in the case of real property, construction or improvements thereon; PROVIDED that in the case of any such acquisition or construction or improvement, the Lien shall not apply to any asset theretofore owned by the Parent or a Subsidiary, other than assets so acquired, constructed or improved; (d) any Lien existing on any asset of or Equity Interest in any Person at the time such Person is merged or consolidated with or into the Parent or a Subsidiary, which Lien was not created in contemplation of such event; PROVIDED that any Debt such Lien secures is permitted hereunder; (e) any Lien existing on any asset of or Equity Interest in any Person at the time of acquisition thereof by the Parent or a Subsidiary, which Lien was not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing of any Debt secured by any Lien permitted by any of the SUBSECTIONS (a) through (d) of this SECTION 5.10, PROVIDED the principal amount of Debt is not increased and is not secured by any additional assets; (g) any Lien to secure Debt of a Subsidiary to the Parent or to a Subsidiary Guarantor; (h) any Lien created pursuant to a Permitted Receivables Transaction; (i) any Lien created pursuant to a Permitted Project Financing in an amount not to exceed the amount of Liens the Parent and its Subsidiaries are permitted to incur under the Five-Year Credit Agreement pursuant to an amendment after the date hereof that treats as a separate category of permitted Liens under SECTION 5.10 thereof Liens in connection with Permitted Project Financings; PROVIDED that in no event shall Liens permitted under this clause (i) secure Debt in an aggregate principal amount in excess of U.S.$250,000,000; (j) any Lien to Cash Collateralize Letters of Credit issued hereunder and any Lien to secure the Obligations of the Obligors under the Financing Documents; (k) any Lien in favor of any country (or any department, agency, instrumentality or political subdivision of any country) securing obligations arising in connection with partial, progress, advance or other payments pursuant to any contract, statute, rule or regulation or securing obligations incurred for the purpose of financing all or any part of the purchase price (including the cost of installation thereof or, in the case of real property, the cost of construction or improvement or installation of personal property thereon) of the asset subject to such Lien (including, but not limited to, any Lien incurred in connection with pollution control, industrial revenue or similar financings); (l) Liens arising in the ordinary course of its business that secure obligations that (i) do not constitute Debt or (ii) arise in respect of letters of credit (other than Letters of Credit issued hereunder) which obligations do not exceed U.S.$200,000,000 in the aggregate at any time outstanding; PROVIDED that such Liens do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (m) Liens for property taxes not yet due or that are payable without penalty; (n) Permitted Liens; 47

(o) any Lien that secures obligations under a Permitted Securitization in an aggregate amount not to exceed U.S.$500,000,000; (p) any Lien pursuant to the documentation relating to a Permitted Rabbi Trust; and (q) Liens not otherwise permitted by the foregoing clauses (a) through (p) of this SECTION 5.10 securing Debt (without duplication) in an aggregate principal amount at any time outstanding not to exceed an amount equal to the greater of (i) U.S.$300,000,000 and (ii) 3% of Consolidated Tangible Assets. It is understood that any Lien permitted to exist on any asset pursuant to the foregoing provisions of this SECTION 5.10 may attach to the proceeds of such asset. Section 5.11. CONSOLIDATIONS, MERGERS AND SALES OF ASSETS. (a) The Parent will not and will not permit any other Obligor or Subsidiary to consolidate, merge or amalgamate with or into any other Person, except that (i) a Subsidiary Guarantor may do so if such other Person is not the Parent or the Borrower and: (A) a Subsidiary Guarantor is the surviving corporation; (B) immediately before and after giving effect to such transaction, (1) no Default shall have occurred and be continuing and (2) the Parent shall be in compliance with SECTION 5.14(b); and (C) such Subsidiary Guarantor has delivered to the Administrative Agent a certificate on behalf of such Subsidiary Guarantor signed by one of its Responsible Officers and an opinion of counsel, each stating that all conditions provided in this SECTION 5.11 relating to such transaction have been satisfied; and (ii) a Subsidiary that is not an Obligor may do so if immediately before and after giving effect to such transaction no Default shall have occurred and be continuing; PROVIDED that no Subsidiary of the Borrower shall consolidate with or merge into a Subsidiary that is not a Subsidiary of the Borrower. (b) (i) The Parent will not, and will not permit any Subsidiary to, sell, lease or otherwise transfer, in any transaction or series of related transactions, to any Person (other than the Parent or a Subsidiary) any Property (including, without limitation, the Equity Interests in any Subsidiary) other than for fair market value and (ii) the Parent will not, and will not permit any Subsidiary to, sell, lease or otherwise transfer, in any transaction or series of related transactions, to any Person (other than the Parent or a Subsidiary) any Property (including, without limitation, the Equity Interests in any Subsidiary) having a net book value in excess of 20% of Consolidated Assets determined as of the end of the fiscal quarter of the Parent most recently ended at the time of such sale or other transaction, or Property (including without limitation, Equity Interests in stock of a Subsidiary) which contributed in excess of 20% of Consolidated EBIT for the fiscal year of the Parent most recently ended at the time of such sale or other transaction. Section 5.12. TRANSACTIONS WITH AFFILIATES. The Parent will not, and will not permit any Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any investment (whether by acquisition of Equity Interests or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in or effect any other transaction with any Affiliate (collectively, "AFFILIATE TRANSACTIONS"); PROVIDED, HOWEVER, that the foregoing provisions of this SECTION 5.12 shall not prohibit the Parent or any of its Subsidiaries from (a) making Restricted Payments (including, for this purpose, transactions expressly excluded from the definition of a Restricted Payment) permitted by SECTION 5.13, (b) making sales to or purchases from any Affiliate and, in connection therewith, extending credit or making payments, or from making 48

payments for services rendered by any Affiliate, if such sales or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Parent or such Subsidiary as the terms and conditions that the Parent would reasonably expect to be obtained in a similar transaction with a Person that is not an Affiliate at such time, (c) making payments of principal, interest and premium on any Debt of the Parent or such Subsidiary held by an Affiliate if such payment is consistent with the terms of subordination of such Debt and the terms of such Debt are at least as favorable to the Parent or such Subsidiary as the terms which the Parent would reasonably expect to have been obtained at the time of the creation of such Debt from a lender that was not an Affiliate, (d) paying or granting reasonable compensation and benefits to any director, officer, employee or agent of the Parent or any Subsidiary, (e) any Affiliate Transaction required pursuant to the terms of agreements existing on the date hereof or (f) engaging in any Affiliate Transaction not otherwise addressed in SUBSECTIONS (a)-(e) of this SECTION 5.12, the terms of which are not less favorable to the Parent or such Subsidiary than those that the Parent would reasonably expect to be obtained in a comparable transaction at such time with a Person that is not an Affiliate. Section 5.13. RESTRICTED PAYMENTS. The Parent will not, and will not permit any Subsidiary to, declare or make any Restricted Payment (excluding regularly scheduled dividend payments on Preferred Stock of the Parent unless, after giving effect thereto, the aggregate of all Restricted Payments declared or made subsequent to the date hereof does not exceed an amount equal to the sum of (a) U.S.$200,000,000 PLUS (b) with respect to Debt issued after the Effective Date that is convertible by its terms into common stock of the Parent, the principal amount of any such convertible Debt that converts into common stock of the Parent in accordance with its terms, PLUS (c) the aggregate cash proceeds (net of underwriting commissions) received by the Parent (other than from a Subsidiary) from the issuance or sale after the date hereof of common stock of the Parent, PLUS (d) an amount, not to exceed U.S.$200,000,000 in the aggregate, equal to the product of (x) 0.44 and (y) the principal amount of the Convertible Bonds that shall have been converted into common stock of the Parent in accordance with their terms. Nothing in this SECTION 5.13 shall prohibit the payment of any dividend or distribution within 60 days after the declaration thereof if such declaration was not prohibited by this SECTION 5.13. Section 5.14. SUBSIDIARY GUARANTORS; COVENANT TO GIVE GUARANTEE AND PARI PASSU GUARANTEES. (a) Neither the Borrower nor the Parent shall permit any Subsidiary to grant a Pari Passu Guarantee to any Person unless each Subsidiary that grants any such Pari Passu Guarantee simultaneously grants a Subsidiary Guarantee in favor of the Agents, the L/C Issuers and the Banks, which Guarantee shall be PARI PASSU with the Pari Passu Guarantees. (b) If as a result of the following (i) the sale, lease or other transfer (including without limitation, by way of dividend or other distribution in either case in property other than cash) by any Subsidiary Guarantor or any Subsidiary of a Subsidiary Guarantor of any Equity interest or other assets to the Parent or the Borrower or any Subsidiary that is not a Subsidiary Guarantor or a Subsidiary of a Subsidiary Guarantor or (ii) the consolidation, merger or amalgamation of any Subsidiary Guarantor or any Subsidiary of a Subsidiary Guarantor into the Parent or the Borrower or a Subsidiary that is not a Subsidiary Guarantor or a Subsidiary thereof (or does not become as a result of or immediately following such consolidation, merger or amalgamation a Subsidiary Guarantor or a Subsidiary of a Subsidiary Guarantor), the aggregate Subsidiary Tangible Assets of the Subsidiary Guarantors and their Subsidiaries, collectively, is less than the aggregate Subsidiary Tangible Assets of the Subsidiary Guarantors and their Subsidiaries immediately prior to such transaction (the "MAINTENANCE LEVEL"), the Parent and the Borrower shall, in each case at the Borrower's expense, cause such additional Subsidiaries of the Parent and the Borrower reasonably acceptable to the Co-Agents (each, an "ADDITIONAL SUBSIDIARY GUARANTOR") to take all actions required hereunder to become a Subsidiary Guarantor, including, without limitation, the execution and delivery to the Co-Agents of a Joinder Agreement or a Borrower Subsidiary Guarantee 49

Supplement, as applicable, as may be required to cause the Subsidiary Tangible Assets of the Subsidiary Guarantors and their Subsidiaries, including such Additional Guarantors, to be equal to or greater than the Maintenance Level. Section 5.15. USE OF PROCEEDS. The proceeds of the Loans made under this Agreement will be used by the Borrower for its general corporate purposes, including, without limitation, capital expenditures. None of such proceeds will be used, directly or indirectly, (a) for the purpose, whether immediate, incidental or ultimate, of buying or carrying any "margin stock" within the meaning of Regulation U or (b) to reimburse any drawing under a Letter of Credit. Section 5.16. LIMITATIONS ON SALE AND LEASEBACK TRANSACTIONS. The Parent will not, and will not permit any Subsidiary to, enter into any Sale and Leaseback Transaction that would cause the aggregate amount of Attributable Debt outstanding pursuant to all Sale and Leaseback Transactions entered into by the Parent or a Subsidiary after the date of this Agreement (other than any Attributable Debt outstanding pursuant to a Permitted Refinancing of a Sale and Leaseback Transaction) to exceed U.S.$500,000,000. Section 5.17. INVESTMENTS. At all times prior to a Ratings Upgrade, the Parent will not and will not permit any Subsidiary to make or hold any Investments other than Permitted Investments. Section 5.18. FIVE-YEAR CREDIT AGREEMENT. The Parent will not, and will not permit the Borrower to, make any amendment to the covenants, representations, warranties or events of default (or the defined terms included therein) in the Five-Year Credit Agreement that would result in such provisions being more restrictive on the Parent and its Subsidiaries than the corresponding provisions of this Agreement unless this Agreement is simultaneously amended to include such more restrictive provisions. Section 5.19. NEGATIVE PLEDGE. Except as set forth in agreements existing on the date hereof, the Parent will not enter into or suffer to exist, or permit any Subsidiary to enter into or suffer to exist, any agreement or contractual obligation that (a) prohibits or conditions the creation or assumption of any Lien upon any of its property or assets; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, unless in any such case such agreement or contractual obligation specifically excludes from its prohibitions, conditions and requirements the grant of Liens in favor of the Agents and Banks. 50

ARTICLE 6 DEFAULTS Section 6.01. EVENTS OF DEFAULT. If one or more of the following events ("EVENTS OF DEFAULT") shall have occurred and be continuing and shall not have been waived in accordance with SECTION 9.05: (a) any principal of any Loan or any L/C Obligation shall not be paid when due, or any interest, any fees or other amounts payable hereunder shall not be paid within three Business Days of the due date thereof; (b) the Parent shall fail to observe or perform any covenant contained in SECTION 5.08, 5.09, 5.10, 5.11, 5.13, 5.14(a) or 5.19; (c) the Parent shall fail to observe or perform any covenant contained in SECTION 5.01, 5.07, 5.12, 5.14(b), 5.16 or 5.17, and such failure shall not be remedied within five days after any Responsible Officer obtains actual knowledge thereof; (d) any Obligor shall fail to observe or perform any covenant or agreement contained in this Agreement or in any Financing Document (other than those covered by clause (a), (b) or (c) of this SECTION 6.01) and such failure shall remain unremedied for 10 days after the earlier of (x) any Responsible Officer obtaining actual knowledge thereof or (y) notice thereof shall have been given to the Parent by the Administrative Agent at the request of any Bank; (e) any representation, warranty, certification or statement made by any Obligor herein or in any other Financing Document or by any Obligor or a Designated Officer in writing in any certificate, financial statement or other document required to be delivered to the Administrative Agent or any of the Banks pursuant to the Financing Documents shall prove to have been incorrect in any material respect when made (or deemed made); (f) the Parent or any Subsidiary shall fail to make any payment in respect of any Material Debt when due (after giving effect to any applicable grace period); (g) the Parent or any Subsidiary fails to observe or perform any other agreement or condition relating to Material Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event (other than in the case of Material Debt that, by its terms, entitles the holders to elect to be paid by payment, repurchase, redemption or otherwise on one or more specified dates prior to the final maturity thereof notwithstanding the absence of a default, the exercise by the holders thereof of the right to require such payment prior to final maturity) occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Debt or the beneficiary or beneficiaries of such Material Debt (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Material Debt to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Material Debt to be made, prior to its stated maturity, or such Material Debt to become payable or cash collateral in respect thereof to be demanded, in each case after the expiration of any applicable grace period; PROVIDED that any of the foregoing events with respect to Permitted Project Financings shall not constitute an Event of Default hereunder to the extent that Section 6.01(g) of the Five-Year Credit Agreement is amended to exclude such event with respect to Permitted Project Financings from "Events of Default" as such term is defined in the Five-Year Credit Agreement; and PROVIDED FURTHER that a drawing under any letter of credit or similar obligation by the beneficiary thereof shall not constitute an Event of Default hereunder so long as (i) the event entitling such beneficiary to make such drawing would not otherwise constitute an Event of Default hereunder and (ii) there is no default by the Parent or any Subsidiary in the payment of the resulting reimbursement obligation. 51

(h) (i) any corporate action is taken authorizing the winding up, liquidation, any arrangement or the taking of any other similar action of or with respect to the Parent or authorizing any corporate action to be taken to facilitate any such winding up, liquidation, arrangement, reorganization or amalgamation or other similar action or any member's voluntary winding up of the Parent as provided under the Bermuda Companies Law shall be commenced; (ii) (A) any petition shall be filed seeking the liquidation, any arrangement or the taking of any other similar action of or with respect to the Parent by the Registrar of Companies in Bermuda, or by any other Person or Persons, or (B) any petition shall be presented for the winding up of the Parent to a court of Bermuda as provided under the Bermuda Companies Law, or (C) any creditors' winding up of the Parent as provided under the Bermuda Companies Law shall be commenced, or (D) any receiver shall be appointed by a creditor of the Parent or by a court of Bermuda on the application of a creditor of the Parent as provided under any instrument giving rights for the appointment of a receiver thereto, and in the case of any such petition, winding up, appointment, order or other matter brought or requested by creditors of the Parent, such petition, winding up, appointment, order or other matter shall remain undismissed and unstayed for a period of 60 days; (iii) the Parent or any Significant Subsidiary shall (A) commence a voluntary case or other proceeding seeking liquidation, winding up, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or substantially all of its property, or (B) consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other similar proceeding commenced against it, or (C) make a general assignment for the benefit of creditors, or (D) fail generally to pay its debts as they become due, or (E) take any corporate action to authorize any of the foregoing; or (iv) (A) an involuntary case or other proceeding shall be commenced against the Parent or any Significant Subsidiary seeking liquidation, winding up, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or substantially all of its property, and such involuntary case or other proceeding shall remain in effect and undismissed and unstayed for a period of 60 days; or (B) an order for relief shall be entered against the Parent or any Significant Subsidiary under the Bankruptcy Law of any jurisdiction as now or hereafter in effect; (i) a judgment or order for the payment of money in excess of U.S.$30,000,000 (after deducting amounts covered by insurance, except to the extent that the insurer providing such insurance has declined such coverage) shall be rendered against the Parent or any Subsidiary and, within 60 days after entry thereof, such judgment or order is not discharged or execution thereof stayed pending appeal, or within 60 days after the expiration of any such stay, such judgment or order is not discharged; (j) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under said Act) of 40% or more of the outstanding shares of common stock of the Parent; or, on the last day of any period of twelve consecutive calendar months, a majority of members of the board of directors of the Parent shall no longer be composed of individuals (i) who were members of said board of directors on the first day of such twelve consecutive calendar month period or (ii) whose election or nomination to said board of directors was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of said board of directors; 52

(k) the Parent or any Subsidiary shall fail to make any payment owing by it in respect of any performance bond, performance guaranty or bank guaranty issued in lieu of a performance bond or performance guaranty (other than a payment which is disputed by the Parent or such Subsidiary in good faith), and the aggregate amount of such bonds or guarantees in respect of which such defaults have occurred shall exceed U.S.$50,000,000; (l) any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of U.S.$5,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of U.S.$25,000,000; (m) the Borrower shall cease to be a Wholly Owned Subsidiary of the Parent; or (n) any Financing Document shall cease to be valid and enforceable against any Obligor party thereto; or any Obligor shall so assert in writing. Section 6.02. REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Banks, take any or all of the following actions: (a) declare the commitment of each Bank to make Loans and any obligation of the L/C Issuers to issue Letters of Credit to be terminated, whereupon such commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Financing Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (c) require that the Borrower Cash Collateralize the L/C Obligations in respect of each Letter of Credit (in an amount equal to the then Outstanding Amount thereof); and (d) exercise on behalf of itself and the Banks all rights and remedies available to it and the Banks under the Financing Documents or applicable law; PROVIDED, HOWEVER, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower or the Parent under the Bankruptcy Code of the United States or in the case of any of the Events of Default specified in SECTION 6.01(H) with respect to any Significant Subsidiary, the obligation of each Bank to make Loans and any obligation of the L/C Issuers to issue Letters of Credit shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without any notice or further act of the Administrative Agent or any Bank. Section 6.03. APPLICATION OF FUNDS. After the exercise of remedies provided for in SECTION 6.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 6.02), 53

any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: FIRST, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under ARTICLE 8) payable to the Administrative Agent in its capacity as such; SECOND, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under ARTICLE 8) payable to the L/C Issuers in their capacity as such; THIRD, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Banks (including Attorney Costs and amounts payable under ARTICLE 8), ratably among them in proportion to the amounts described in this clause THIRD payable to them; FOURTH, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, Unreimbursed Drawings and Unreimbursed Fundings and letter of credit fees with respect to the L/C Obligations, ratably among the Banks in proportion to the respective amounts described in this clause FOURTH payable to them; FIFTH, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Unreimbursed Drawings and Unreimbursed Fundings, ratably among the Banks in proportion to the respective amounts described in this clause FIFTH held by them; SIXTH, to the Administrative Agent for the account of each L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of each Letter of Credit issued by such L/C Issuer; SEVENTH, to the payment of all other Obligations of the Obligors owing under or in respect of the Financing Documents that are due and payable to the Administrative Agent and the Banks on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the Banks on such date; and LAST, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by law. Subject to SECTION 2.04(c), amounts used to Cash Collateralize the undrawn amount of a Letter of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Letter of Credit as they occur. If any amount remains on deposit as Cash Collateral after such Letter of Credit has either been fully drawn or expired, such remaining amount shall be returned to the Borrower or as otherwise required by law. Section 6.04. NOTICE OF DEFAULT. The Administrative Agent shall give notice to the Parent under SECTION 6.01(d) promptly upon being requested to do so by any Bank and shall thereupon notify all the Banks thereof. ARTICLE 7 THE AGENTS Section 7.01. APPOINTMENT AND AUTHORIZATION OF THE AGENTS. (a) Each Bank hereby irrevocably appoints, designates and authorizes each Agent to take such action on its behalf under the provisions of this Agreement and each other Financing Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Financing Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Financing Document, no Agent 54

shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have any fiduciary relationship with any Bank or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Financing Document or otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in the other Financing Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each L/C Issuer shall act on behalf of the Banks with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article 7 with respect to any acts taken or omissions suffered by each L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term "Agent" as used in this Article 7 and in the definition of "Agent-Related Person" included each L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuers. Section 7.02. DELEGATION OF DUTIES. Any Agent may execute any of its duties under this Agreement or any other Financing Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct. Section 7.03. LIABILITY OF AGENTS. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any Agent-Related Person under or in connection with this Agreement or any other Financing Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Bank or participant for any recital, statement, representation or warranty made by any Obligor or any officer thereof, contained herein or in any other Financing Document, or in any certificate, report, statement or other document referred to or provided for in, or received by any Agent under or in connection with, this Agreement or any other Financing Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Document, or for any failure of any Obligor or any other party to any Financing Document to perform its obligations hereunder or thereunder. No AgentRelated Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Document, or to inspect the properties, books or records of any Obligor or any Affiliate thereof. Section 7.04. RELIANCE BY AGENTS. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Obligor), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Financing Document unless it shall first receive such advice or concurrence of the Required Banks as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Financing Document in accordance with a request or consent of the Required Banks (or such greater number of Banks as may be expressly required hereby 55

in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks. (b) For purposes of determining compliance with the conditions specified in SECTION 3.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Co-Agents shall have received notice from such Bank prior to the proposed Effective Date specifying its objection thereto. Section 7.05. NOTICE OF DEFAULT. No Agent shall be deemed to have knowledge or notice of the occurrence of any Default, except, in the case of the Administrative Agent, with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Banks, unless such Agent shall have received written notice from a Bank or the Borrower referring to this Agreement, describing such Default and stating that such notice is a "notice of default." The Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default as may be directed by the Required Banks in accordance with ARTICLE 6; PROVIDED, HOWEVER, that, unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable or in the best interest of the Banks. Section 7.06. CREDIT DECISION; DISCLOSURE OF INFORMATION BY AGENT. Each Bank acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Co-Agent hereafter taken, including any consent to and acceptance by the Administrative Agent of any assignment or any review of the affairs of any Obligor or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank as to any matter, including whether AgentRelated Persons have disclosed material information in their possession. Each Bank represents to each Co-Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Obligors and their respective Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Bank also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Financing Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Obligors. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Administrative Agent herein, no Co-Agent shall have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Obligors or any of their respective Affiliates which may come into the possession of any Agent-Related Person. Section 7.07. INDEMNIFICATION OF AGENTS. Whether or not the transactions contemplated hereby are consummated, the Banks shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Obligor and without limiting the obligation of any Obligor to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; PROVIDED, HOWEVER, that no Bank shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person's own gross negligence or willful misconduct; PROVIDED, HOWEVER, that no action taken in accordance with the directions of the Required Banks shall be deemed to constitute gross negligence or 56

willful misconduct for purposes of this Section. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this SECTION 7.07 applies whether any such investigation, litigation or proceeding is brought by any Bank or any other Person. Without limitation of the foregoing, each Bank shall reimburse each Co-Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Co-Agents in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Financing Document, or any document contemplated by or referred to herein, to the extent that the Co-Agents are not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of the Commitments, the payment of all other Obligations and the resignation of any Co-Agent. Section 7.08. AGENTS IN THEIR INDIVIDUAL CAPACITY. Each financial institution acting as an Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Obligors and their respective Affiliates as though such financial institution were not an Agent or an L/C Issuer hereunder and without notice to or consent of the Banks. The Banks acknowledge that, pursuant to such activities, each financial institution acting as an Agent or its Affiliates may receive information regarding any Obligor or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Obligor or such Affiliate) and acknowledge that such financial institution shall be under no obligation to provide such information to them. With respect to its Loans, each financial institution acting as an Agent shall have the same rights and powers under this Agreement as any other Bank and may exercise such rights and powers as though it were not an Agent or L/C Issuer, and the terms "Bank" and "Banks" include each such financial institution in its individual capacity. Section 7.09. SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may resign as Administrative Agent at any time by giving notice to the Banks and the Borrower; PROVIDED that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer. If the Administrative Agent resigns under this Agreement, the Required Banks shall appoint from among the Banks a successor administrative agent for the Banks, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Banks and the Borrower, a successor administrative agent from among the Banks. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, and L/C Issuer and the respective terms "Administrative Agent," and "L/C Issuer" shall mean such successor administrative agent and Letter of Credit issuer and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer's rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or any other Bank, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this ARTICLE 7 and SECTION 9.03 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent hereunder until 57

such time, if any, as the Required Banks appoint a successor administrative agent as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Financing Documents. Section 7.10. ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Obligor, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Banks and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Banks and the Agents and their respective agents and counsel and all other amounts due the Banks and the Agents under Sections 2.04(i) and (j), 2.08 and 9.03(a)) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under SECTIONS 2.08 and 9.03(a). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Bank or to authorize the Administrative Agent to vote in respect of the claim of any Bank in any such proceeding. Section 7.11. GUARANTEE MATTERS. The Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, so long as no Default shall have occurred and be continuing, to release any Subsidiary Guarantor from its obligations hereunder or under the Subsidiary Guarantees (a) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder and (b) in the event that all Pari Passu Guarantees, if any, have been released or are being released simultaneously therewith, upon the earlier to occur of (x) a Ratings Upgrade or (y) September 30, 2003, if on such date, the Parent has consolidated U.S. dollar-denominated and Euro-denominated cash and Cash Equivalents (that are not subject to any Lien or other legal or contractual restriction by any third party that restricts the use of such cash and Cash Equivalents) and unutilized commitments available for borrowing under the Five-Year Credit Agreement (with no event existing that would excuse the lenders thereunder from funding a request for borrowing) of not less than the sum of (i) a liquidity cushion of U.S.$1,000,000,000 PLUS (ii) the then Total Outstandings PLUS (iii) the then outstanding amount of the Parent's Liquid Yield Option Notes due 2020 (less the amount of any such securities for which arrangements satisfactory to the Co-Agents, including defeasance, have been made to satisfy the Parent's obligations thereunder); PROVIDED, HOWEVER, that any Subsidiary Guarantee granted pursuant to 58

SECTION 5.14(a) hereunder shall be released in accordance with its terms. A Responsible Officer of the Borrower shall provide the Co-Agents with calculations of the foregoing amounts prior to any release of such Guarantors and shall certify that after giving effect to such release, no Default shall have occurred and be continuing and all such matters shall be confirmed by a Designated Officer. If, following such release, the Parent and the Subsidiaries grant any Pari Passu Guarantees, the obligations of the Subsidiary Guarantors hereunder shall automatically be reinstated for so long as such Pari Passu Guarantees shall be outstanding and the Parent and the Subsidiaries shall take such action as may be reasonably requested by the Co-Agents to evidence such reinstatement. Upon request by the Administrative Agent at any time, the Required Banks will confirm in writing the Administrative Agent's authority to release any Subsidiary Guarantor from its obligations hereunder or under the Subsidiary Guarantees pursuant to this SECTION 7.11. In each case as specified in this SECTION 7.11, the Administrative Agent will, at the Borrower's expense, execute and deliver to the applicable Obligor such documents as such Obligor may reasonably request to release such Guarantor from its obligations hereunder or under the Subsidiary Guarantees, in each case in accordance with the terms of the Financing Documents and this SECTION 7.11. Section 7.12. OTHER AGENTS; ARRANGERS AND MANAGERS. None of the Banks or other Persons identified on the facing page or signature pages of this Agreement as a "documentation agent," "book manager," "lead manager," "arranger," "lead arranger" or "co-arranger" shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such Banks, those applicable to all Banks as such. Without limiting the foregoing, none of the Banks or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Bank. Each Bank acknowledges that it has not relied, and will not rely, on any of the Banks or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. ARTICLE 8 CHANGE IN CIRCUMSTANCES Section 8.01. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If the Required Banks determine that for any reason adequate and reasonable means do not exist for determining the Euro-Dollar Rate for any requested Interest Period with respect to a proposed Euro-Dollar Loan, or that the Euro-Dollar Rate for any requested Interest Period with respect to a proposed Euro-Dollar Loan does not adequately and fairly reflect the cost to such Bank of funding such Loan, or that dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Euro-Dollar Loan, the Administrative Agent will promptly so notify the Borrower and each Bank. Thereafter, the obligation of the Banks to make or maintain Euro-Dollar Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Banks) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of EuroDollar Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Section 8.02. ILLEGALITY. If, on or after the date of this Agreement, any Bank has determined in its reasonable judgment that the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Euro-Dollar Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make it unlawful or impossible for such Bank (or its Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans or to determine or charge interest based upon the Euro-Dollar Rate and such Bank shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice specifying the circumstances giving rise to such suspension to the 59

other Banks and the Borrower, whereupon, until such Bank notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist (which such Bank agrees to do promptly upon such circumstances ceasing to exist), the obligation of such Bank to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section, such Bank shall designate a different Euro-Dollar Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Bank in the good faith exercise of its discretion, be otherwise disadvantageous to such Bank. If such notice is given, each Euro-Dollar Loan of such Bank then outstanding shall be converted to a Base Rate Loan either (a) on the last day of the then current Interest Period applicable to such Euro-Dollar Loan if such Bank may lawfully continue to maintain and fund such Loan as a Euro-Dollar Loan to such day or (b) immediately if such Bank shall determine that it may not lawfully continue to maintain and fund such Loan as a Euro-Dollar Loan to such day. Section 8.03. INCREASED COST AND REDUCED RETURN. (a) If on or after the date of this Agreement, in the case of any Loan or Unreimbursed Amount or any obligation to make Loans or issue or participate in any Letter of Credit or fund any Unreimbursed Drawing, any Bank has determined in its reasonable judgment that the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under SECTION 2.15), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, such Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Loans, its participation in any Letter of Credit, its share of any Unreimbursed Drawing, its Promissory Note or its obligation to make Loans, issue Letters of Credit or fund Unreimbursed Drawings and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Loan, or to fund Unreimbursed Drawings or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Promissory Note with respect thereto, by an amount deemed by such Bank to be material to such Bank, then, within 15 days after written demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after the date of this Agreement, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank (or its Bank Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Bank (or its Bank Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after written demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Bank Parent) for such reduction. 60

(c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date of this Agreement, which will entitle such Bank to compensation pursuant to this Section; PROVIDED that (i) if any Bank fails to give such notice within 90 days after it obtains actual knowledge of such an event, such Bank shall only be entitled to payment under this SECTION 8.03 for costs incurred from and after the date 90 days prior to the date that such Bank does give such notice and (ii) each such Bank will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank in the good faith exercise of its discretion, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. Section 8.04. TAXES. (a) Any and all payments by any Obligor to or for the account of any Bank or any Agent hereunder or under any Promissory Note or other Financing Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, EXCLUDING, in the case of each Bank and each Agent, taxes imposed on or measured by its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank or such Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on or measured by its income, and franchise or similar taxes imposed on it, by the jurisdiction of such Bank's Applicable Lending Office or any political subdivision thereof (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as its "TAXES," and all such excluded taxes being hereinafter referred to as its "DOMESTIC TAXES"). If an Obligor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Promissory Note or other Financing Document to any Bank or Agent, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SECTION 8.04) such Bank or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Obligor shall make such deductions, (iii) such Obligor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) such Obligor shall furnish to the Administrative Agent, at its address referred to in SECTION 9.01, the original or a certified copy of a receipt evidencing payment thereof. (b) In addition, the Borrower agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies (in each case other than to the extent imposed under the federal laws of the United States) which arise from any payment made hereunder or under any Promissory Note or other Financing Document or from the execution or delivery of, or otherwise with respect to, this Agreement or any other Financing Document (hereinafter referred to as "OTHER TAXES"). (c) The Borrower agrees to indemnify each Bank and each Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this SECTION 8.04) paid by such Bank or Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. In addition, the Borrower agrees to indemnify each Agent and each Bank for all Domestic Taxes and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, in each case to the extent that such Domestic Taxes result from any payment or indemnification pursuant to this Section for (i) Taxes or Other Taxes imposed by any jurisdiction other than the United States or (ii) Domestic Taxes of such Agent or such Bank, as the case may be. This indemnification shall be made within 15 days from the date such Bank or Agent (as the case may be) makes demand therefor. 61

(d) If the Borrower is required to pay additional amounts to or for the account of any Bank pursuant to this SECTION 8.04, then such Bank will change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Bank in the good faith exercise of its discretion, is not otherwise disadvantageous to such Bank. Section 8.05. BASE RATE LOANS SUBSTITUTED FOR EURO-DOLLAR LOANS. If (i) the obligation of any Bank to make, or to continue or convert outstanding Loans as or to, Euro-Dollar Loans has been suspended pursuant to SECTION 8.01 or 8.02 or (ii) any Bank has demanded compensation under SECTION 8.03 or 8.04 with respect to its Euro-Dollar Loans that bear interest at the Euro-Dollar Rate and the Borrower shall, by at least five Business Days' prior notice to such Bank through the Administrative Agent, have elected that the provisions of this Section shall apply to such Bank, then, unless and until such Bank notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist (which such Bank agrees to do promptly upon such circumstances ceasing to exist), all Loans which would otherwise be made by such Bank as (or continued as or converted to) Euro-Dollar Loans shall instead be Base Rate Loans on which interest and principal shall be payable contemporaneously with the related Euro-Dollar Loans of the other Banks. If such Bank notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, the principal amount of each such Base Rate Loan shall be converted into a Euro-Dollar Loan on the first day of the next succeeding Interest Period applicable to the related Euro-Dollar Loans of the other Banks. Section 8.06. SUBSTITUTION OF BANK. If any Bank (i) has demanded compensation for increased costs pursuant to SECTION 8.03 or 8.04 or is entitled to payments under SECTION 8.04(a) or (ii) has determined that the making or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to SECTION 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks, the Borrower shall have the right (with the assistance of the Administrative Agent and consent of the L/C Issuers) to designate an Assignee which is not an Affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of EXHIBIT F hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to (A) the principal amount of all of such Bank's outstanding Loans and Unreimbursed Fundings PLUS (B) any accrued but unpaid interest thereon PLUS (C) the accrued but unpaid fees in respect of that Bank's Commitment hereunder PLUS (D) such amount, if any, as would be payable pursuant to SECTION 2.13 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment PLUS (E) any other amounts due and payable to such Bank hereunder. 62

ARTICLE 9 MISCELLANEOUS Section 9.01. NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES. (a) GENERAL. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Financing Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or (subject to subsection (c) below) electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: (i) if to the Borrower or the Parent, as specified on the signature pages hereof, if to any Parent Subsidiary Guarantor or any Co-Agent or any L/C Issuer, to the address, facsimile number, electronic mail address or telephone number specified for such Person on SCHEDULE 9.01 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and (ii) if to any other Bank, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent and the L/C Issuers. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of SUBSECTION (D) below), when delivered; PROVIDED, HOWEVER, that notices and other communications to the Administrative Agent and the L/C Issuer pursuant to ARTICLE 2 shall not be effective until actually received by such Person. In no event shall a voicemail message be effective as a notice, communication or confirmation hereunder. (b) EFFECTIVENESS OF FACSIMILE DOCUMENTS AND SIGNATURES. Financing Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually signed originals and shall be binding on all Obligors, the Agents and the Banks. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; PROVIDED, HOWEVER, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature. (c) LIMITED USE OF ELECTRONIC MAIL. Electronic mail and internet and intranet websites may be used only to distribute routine communications, such as financial statements and other information as provided in SECTION 5.01, and to distribute Financing Documents for execution by the parties thereto, and may not be used for any other purpose. (d) RELIANCE BY AGENT AND BANKS. The Agents, the L/C Issuers and the Banks shall be entitled to rely and act upon any notices (including telephonic Notices of Borrowing) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Bank from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to 63

and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. Section 9.02. NO WAIVERS. No failure or delay by any Agent or any Bank in exercising any right, power or privilege hereunder or under any other Financing Document shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein and therein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Section 9.03. EXPENSES; INDEMNIFICATION. (a) ATTORNEY COSTS, EXPENSES AND TAXES. The Borrower agrees (i) to pay or reimburse the Co-Agents for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Financing Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (ii) to pay or reimburse the Co-Agents and each Bank for all costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Financing Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Bankruptcy Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Co-Agents and the costs of independent public accountants and other outside experts retained by the CoAgents or any Bank. All amounts due under this SECTION 9.03(A) shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations. If any Obligor fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Financing Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Obligor by any Agent or any Bank, in its sole discretion. (b) INDEMNIFICATION BY THE BORROWER. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Agent, each the L/C Issuer, each Bank and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively, the "INDEMNITEES") from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, out-of-pocket expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, asserted against any such Indemnitee or to which any Indemnitee may be subject in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Financing Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (c) any actual or alleged presence or release of Hazardous Substances on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Obligor, or any environmental liability related in any way to the Borrower, any Subsidiary or any other Obligor, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"), in 64

all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; PROVIDED FURTHER that no Indemnitee shall have the right to be indemnified hereunder in connection with any proceedings between it and another Indemnitee which does not relate to the Borrower. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee (or the Borrower, except to the extent resulting from a judgment obtained by a third party against an Indemnitee) have any liability for any indirect, punitive or consequential damages relating to this Agreement or any other Financing Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this SECTION 9.03(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Obligor, its directors, shareholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Financing Documents is consummated. All amounts due under this SECTION 9.03(b) shall be payable within 20 Business Days after demand therefor. The agreements in this Section shall survive the resignation of any Agent or L/C Issuer, the replacement of any Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. Section 9.04. SHARING OF SET-OFFS; PAYMENTS SET ASIDE. (a) Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amounts due with respect to any Loan or the participation in the L/C Obligations held by it which is greater than the proportion received by any other Bank in respect of the aggregate amounts due with respect to any Loan or the participation in the L/C Obligations held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and L/C Obligations held by the other Banks, and such other adjustments shall be made, as may be required, so that all such payments with respect to the Loans and L/C Obligations held by the Banks shall be shared by the Banks pro rata; PROVIDED that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Obligors other than indebtedness under the Financing Documents. (b) To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Bank, or any Agent or any Bank exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Bank in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Bankruptcy Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (ii) each Bank severally agrees to pay to each Agent upon demand its applicable share of any amount so recovered from or repaid such Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. 65

Section 9.05. AMENDMENTS AND WAIVERS. No amendment or waiver of any provision of this Agreement or any other Financing Document, and no consent to any departure by the Borrower or any other Obligor therefrom, shall be effective unless in writing signed by the Required Banks and the Borrower or the applicable Obligor, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; PROVIDED, HOWEVER, that no such amendment, waiver or consent shall: (i) waive any condition set forth in SECTION 3.01(a), or, in the case of the initial Credit Extension, SECTION 3.02, without the written consent of each Bank; (ii) extend or increase the Commitment of any Bank (or reinstate any Commitment terminated pursuant to SECTION 6.02) without the written consent of such Bank; (iii) postpone any date scheduled for any payment of principal or interest under SECTION 2.06 or 2.07, or any date fixed by the Administrative Agent for the payment of fees, commissions or other amounts due to the Banks (or any of them) hereunder or under any other Financing Document without the written consent of each Bank directly affected thereby; (iv) reduce the principal of, or the rate of interest specified herein on, any Loan or Unreimbursed Drawing, or (subject to clause (v) of the proviso to this SECTION 9.05) any fees or other amounts payable hereunder or under any other Financing Document without the written consent of each Bank directly affected thereby; (v) change any provision of this SECTION 9.05 or the definition of "Required Banks" or any other provision hereof specifying the number or percentage of Banks required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Bank; or (vi) release the Parent from its obligations under ARTICLE 10 or, except in accordance with Section 7.11, the Subsidiary Guarantors from their obligations hereunder or under the Subsidiary Guarantees, without the written consent of each Bank; and PROVIDED that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Banks required above, affect the rights or duties of such L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Financing Document; (iii) no amendment, waiver or consent shall, unless in writing and signed by each Co-Agent in addition to the Banks required above, affect the rights or duties of, or any fees or other amounts payable to, the Co-Agents under this Agreement or any other Financing Document; (iv) SECTION 9.06(g) may not be amended, waived or otherwise modified without the consent of each designating Bank all or any part of whose Loans are being funded by a Conduit at the time of such amendment, waiver or other modification; and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Bank may not be increased or extended without the consent of such Bank. Section 9.06. SUCCESSORS AND ASSIGNS. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Bank and no Bank may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Assignee in accordance with the provisions of SUBSECTION (B) of this Section, (ii) by way of participation in accordance with the provisions 66

of SUBSECTION (d) of this Section, (iii) by way of pledge or assignment of a security interest subject to the restrictions of SUBSECTION (f) or (i) of this Section, or (iv) to a Conduit in accordance with the provisions of SUBSECTION (h) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in SUBSECTION (d) of this Section and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Bank may at any time assign to one or more Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this SUBSECTION (b), participations in L/C Obligations) at the time owing to it); PROVIDED that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank's Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment, determined as of the date the Assignment and Assumption Agreement, substantially in the form of EXHIBIT F hereto (the "ASSIGNMENT AND ASSUMPTION AGREEMENT") with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than U.S.$5,000,000, or with the consent of the Borrower (such consent not to be unreasonably withheld or delayed but will not be required if a Default has occurred and is continuing) U.S.$1,000,000; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) any assignment must be approved by the Administrative Agent and the L/C Issuers unless the Person that is the proposed assignee is itself a Bank (whether or not the proposed assignee would otherwise qualify as an Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of U.S.$3,500. Subject to acceptance and recording thereof by the Administrative Agent pursuant to SUBSECTION (c) of this Section, from and after the effective date specified in each Assignment and Assumption Agreement, the Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of SECTIONS 2.13, 8.02, 8.04, and 9.03(a) with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Promissory Note to the Assignee Bank. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with SUBSECTION (d) of this Section. (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent's Office a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Bank pursuant to the terms hereof from time to time (the "REGISTER"). The 67

entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Banks may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Bank may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a "PARTICIPANT") in all or a portion of such Bank's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans and participations in L/C Obligations owing to it); PROVIDED that (i) such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such Bank shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED that such agreement or instrument may provide that such Bank will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to SECTION 9.05 that directly affects such Participant. Subject to SUBSECTION (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of SECTIONS 2.13, 8.03 and 8.04 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to SUBSECTION (b) of this Section. (e) A Participant shall not be entitled to receive any greater payment under SECTION 8.03 or 8.04 than the applicable Bank would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent or by reason of the provisions of SECTION 8.02, 8.03 or 8.04 requiring such Bank to designate a different Applicable Lending Office under certain circumstances or at a time when the circumstances giving rise to such greater payment did not exist. A Participant that would be a foreign Bank if it were a Bank shall not be entitled to the benefits of SECTION 8.03 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with SECTION 8.04 as though it were a Bank. (f) Any Bank may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Promissory Note, if any) to secure obligations of such Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank; PROVIDED that no such pledge or assignment shall release such Bank from any of its obligations hereunder or substitute any such pledgee or Assignee for such Bank as a party hereto. (g) Notwithstanding anything to the contrary contained in this SECTION 9.06, but subject to the terms and conditions set forth in this SUBSECTION (g), any Bank may from time to time, elect to designate a Conduit to provide all or any part of Loans required to be made by such Bank to the Borrower pursuant to this Agreement or to acquire a participation interest in any Loans extended by such Bank hereunder (a "CONDUIT DESIGNATION"), PROVIDED the designation of a Conduit by any Bank for purposes of this SECTION 9.06(g) shall be subject to the approval of the Borrower, which shall not be unreasonably withheld. No additional Promissory Note shall be required with regard to a Conduit Designation; PROVIDED, HOWEVER, to the extent any Conduit shall advance funds under a Conduit Designation, the designating Bank shall be deemed to hold the Promissory Note in its possession as an agent for such Conduit to the 68

extent of the Loan funded by such Conduit. Notwithstanding any such Conduit Designation, (x) the designating Bank shall remain solely responsible to the other parties hereto for its obligations under this Agreement and (y) the Borrower and the Administrative Agent may continue to deal solely and directly with the designating Bank as agent for such designating Bank's Conduit, in connection with all of such Conduit's rights and obligations under this Agreement, unless and until the Borrower and the Administrative Agent are notified that the designating Bank has been replaced as agent for its Conduit; any payments for the benefit of any designating Bank and its Conduit shall be paid to such designating Bank for itself as agent for its Conduit, as applicable; PROVIDED neither the Borrower nor the Administrative Agent shall be responsible for any designating Bank's application of any such payments. In addition, any Conduit may (i) with notice to, but without the prior written consent of the Borrower and the Administrative Agent, and without paying any processing fee therefor, assign all or portions of its interest in any Loans to the Bank that designated such Conduit or to any financial institutions consented to by the Borrower and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Conduit to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety, credit or liquidity enhancement to such Conduit. (h) Each party to this Agreement hereby agrees that, at any time a Conduit Designation is in effect, it shall not institute against, or join any other person in instituting against, any Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law, for one year and a day after the latest maturing commercial paper note issued by such Conduit is paid. This SECTION 9.06(h) shall survive the termination of this Agreement. (i) Notwithstanding anything to the contrary contained herein, any Bank that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Promissory Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities, PROVIDED that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this SECTION 9.06, (i) no such pledge shall release the pledging Bank from any of its obligations under the Financing Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Bank under the Financing Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise. (j) Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Commitment and Loans pursuant to SUBSECTION (b) above, such L/C issuer may, upon 30 days' notice to the Borrower and the Banks, resign as an L/C Issuer. In the event of any such resignation as L/C Issuer, the Required Lenders shall be entitled to appoint from among the Banks a successor L/C Issuer; PROVIDED, HOWEVER, that no failure by the Required Lenders to appoint any such successor shall affect the resignation of such L/C Issuer as L/C Issuer. If any L/C Issuer resigns as L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Banks to fund risk participations in Unreimbursed Amounts pursuant to SECTION 2.04(c)). (l) Each Assignee shall, on or prior to the effective date of its Assignment and Assumption Agreement, and each Bank party hereto on the date hereof shall, on or before the Effective Date, provide the Administrative Agent with an Administrative Questionnaire and each such Person shall, in the event of any changes to the information set forth therein, provide the Administrative Agent with an updated Administrative Questionnaire. 69

Section 9.07. COLLATERAL. Each of the Banks represents to the Administrative Agent and each of the other Banks that it in good faith is not relying upon any "margin stock" (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for in this Agreement. Section 9.08. GOVERNING LAW. THIS AGREEMENT AND EACH PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Section 9.09. COUNTERPARTS; INTEGRATION. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Financing Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Financing Document. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. Section 9.10. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY FINANCING DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY FINANCING DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. Section 9.11. JUDGMENT CURRENCY. If, under any applicable law and whether pursuant to a judgment being made or registered against any Obligor or for any other reason, any payment under or in connection with this Agreement, is made or satisfied in a currency (the "OTHER CURRENCY") other than that in which the relevant payment is due (the "REQUIRED CURRENCY") then, to the extent that the payment (when converted into the Required Currency at the rate of exchange on the date of payment or, if it is not practicable for the party entitled thereto (the "PAYEE") to purchase the Required Currency with the Other Currency on the date of payment, at the rate of exchange as soon thereafter as it is practicable for it to do so) actually received by the Payee falls short of the amount due under the terms of this Agreement, such Obligor shall, to the extent permitted by law, as a separate and independent obligation, indemnify and hold harmless the Payee against the amount of such shortfall. For the purpose of this Section, "rate of exchange" means the rate at which the Payee is able on the relevant date to purchase the Required Currency with the Other Currency and shall take into account any premium and other costs of exchange. Section 9.12. JUDICIAL PROCEEDINGS. (a) CONSENT TO JURISDICTION. Each Obligor party hereto irrevocably submits to the non-exclusive jurisdiction of any Federal or New York State court sitting in New York City over any suit, action or proceeding arising out of or relating to the Financing Documents. Each Obligor party hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such court and any claim that any suit, action or proceeding brought in such court has been brought in an inconvenient forum. Each Obligor party hereto agrees that a final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and will be given effect 70

in Luxembourg to the fullest extent permitted by applicable law and may be enforced in any Federal or New York State court sitting in New York City (or any other courts to the jurisdiction of which such Obligor is or may be subject) by a suit upon such judgment, PROVIDED that service of process is effected upon it in one of the manners specified herein or as otherwise permitted by law. (b) APPOINTMENT OF AGENT FOR SERVICE OF PROCESS. Each Obligor party hereto hereby irrevocably designates and appoints CT Corporation System having an office on the date hereof at 111 Eighth Avenue, New York, New York 10011 as its authorized agent, to accept and acknowledge on its behalf, service of any and all process which may be served in any suit, action or proceeding of the nature referred to in SUBSECTION (a) above in any Federal or New York State court sitting in New York City. Each Obligor party hereto represents and warrants that such agent has agreed in writing to accept such appointment and that a true copy of such designation and acceptance has been delivered to the Administrative Agent. Such designation and appointment shall be irrevocable until all principal and interest and all other amounts payable under the Financing Documents shall have been paid in full in accordance with the provisions hereof. If such agent shall cease so to act, each Obligor covenants and agrees to designate irrevocably and appoint without delay another such agent satisfactory to the Administrative Agent and to deliver promptly to the Administrative Agent evidence in writing of such other agent's acceptance of such appointment. (c) SERVICE OF PROCESS. Each Obligor party hereto hereby consents to process being served in any suit, action, or proceeding of the nature referred to in SUBSECTION (a) above in any federal or New York State court sitting in New York City by service of process upon the agent of such Obligor, as the case may be, for service of process in such jurisdiction appointed as provided in SUBSECTION (b) above; PROVIDED that, to the extent lawful and possible, written notice of said service upon such agent shall be mailed by registered airmail, postage prepaid, return receipt requested, to such Obligor at its address specified on the signature pages hereof or to any other address of which such Obligor shall have given written notice to the Administrative Agent. Each Obligor party hereto irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service and agrees that such service shall be deemed in every respect effective service of process upon such Obligor in any such suit, action or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid and personal service upon and personal delivery to such Obligor. (d) NO LIMITATION ON SERVICE OR SUIT. Nothing in this Section shall affect the right of any Agent or any Bank to serve process in any other manner permitted by law or limit the right of any Agent or any Bank to bring proceedings against any Obligor in the courts of any jurisdiction or jurisdictions. (e) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made hereunder and in any other Financing Document or in any other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Agents and each Bank, regardless of any investigation made by any Agent or any Bank or on their behalf and notwithstanding that any Agent or any Bank may have had notice or knowledge of any Default at the time of any L/C Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. Section 9.13. LOANS AND UNREIMBURSED DRAWINGS. Except as otherwise expressly set forth herein, Unreimbursed Drawings and Unreimbursed Fundings shall be subject to the provisions contained herein which govern the making, funding and maintenance of Loans, including, without limitation, the provisions of ARTICLE 8. Section 9.14. CONFIDENTIALITY. Each of the Agents and the Banks agrees to keep confidential the Confidential Information (as defined below), except that the Confidential Information may be disclosed (i) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel 71

and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential); (ii) to the extent requested by any regulatory authority; (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; PROVIDED that in the case of any intended disclosure under this clause (iii), the Recipient (as defined below) shall (unless otherwise required by applicable law) give the Parent not less than five Business Days' prior notice (or such shorter period as may, in the good faith discretion of the Recipient, be reasonable under the circumstances or may be required by any court or agency under the circumstances), specifying the Confidential Information involved and stating such Recipient's intention to disclose such Confidential Information (including the manner and extent of such disclosure) in order to allow the Parent an opportunity to seek an appropriate protective order; (iv) to any other party to this Agreement; (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any Assignee of or Participant in, or any prospective Assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty's or prospective counterparty's professional advisor) to any credit derivative transaction relating to obligations of the Obligors; (vii) with the consent of the Borrower; (viii) to the extent such Confidential Information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to any Agent or any Bank on a nonconfidential basis from a source other than the Borrower; (ix) to any state, federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Bank; or (x) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Confidential Information relating to the Obligors received by it from such Bank). In addition, the Agents and the Banks may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Banks in connection with the administration and management of this Agreement, the other Financing Documents, the Commitments and the L/C Credit Extensions. For the purposes of this Section, the term "CONFIDENTIAL INFORMATION" shall mean non-public information furnished by or on behalf of the Parent or any of its Subsidiaries to any Agent, any Bank or other Person exercising rights hereunder or required to be bound hereby (collectively "RECIPIENTS"); PROVIDED that, in the case of information received from an Obligor after the date hereof, such information is clearly identified in writing at the time of delivery as confidential; PROVIDED FURTHER that information regarding the "structure and tax aspects" of the transactions contemplated by the Financing Documents, within the meaning of Treasury Regulation 1.6011-4T, shall not constitute Confidential Information hereunder. Any Person required to maintain the confidentiality of Confidential Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Confidential Information as such Person would accord to its own confidential information. Each Recipient shall agree that, in addition to all other remedies available, the Parent shall be entitled to specific performance and injunctive and other equitable relief as a remedy for any breach of this SECTION 9.14 by such Recipient. Notwithstanding paragraph 7 of the Commitment Letter referred to in the definition of Financing Documents, this SECTION 9.14 shall supersede paragraph 6 of such Commitment Letter. Section 9.15. NO CHALLENGES. The Borrower hereby waives and agrees not to assert any right to challenge the legality, validity or enforceability of the Guarantee made by Alpha under the Borrower Subsidiary Guarantee or to assert any claim against Alpha or any other Person that would affect the legality, validity or enforceability of such Guarantee. 72

ARTICLE 10 GUARANTEE Section 10.01. THE GUARANTEE. (a) Each of the Parent and each Parent Subsidiary Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the full and punctual payment when due (whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise) of all Obligations of each other Obligor now or hereafter existing under or in respect of the Financing Documents (such Obligations being the "GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses (including, without limitation, Attorney Costs) incurred by any Agent or any Bank in enforcing any rights hereunder or any other Financing Document. Without limiting the generality of the foregoing, each of the Parent and each Parent Subsidiary Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Obligor to any Agent or any Bank under or in respect of the Financing Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Obligor. (b) Each of the Parent and each Parent Subsidiary Guarantor, each Agent and each Bank, hereby confirms that it is the intention of all such Persons that the Guarantee contained in this SECTION 10.01 and the Obligations of each Parent Subsidiary Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guarantee and the Obligations of each of the Parent and each Parent Subsidiary Guarantor hereunder. To effectuate the foregoing intention, the Agents, the Banks and the Parent and Parent Subsidiary Guarantors hereby irrevocably agree that the Obligations of each Parent Subsidiary Guarantor under this Guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guarantee not constituting a fraudulent transfer or conveyance. (c) Each of the Parent and each Parent Subsidiary Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Agent or any Bank under this Guarantee or any other guarantee, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Agents and the Banks under or in respect of the Financing Documents. Section 10.02. GUARANTEE UNCONDITIONAL. Each of the Parent and each Parent Subsidiary Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Financing Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agents or the Banks with respect thereto. The Obligations of each Guarantor under or in respect of this Guarantee are independent of the Guaranteed Obligations or any other Obligations of any other Obligor under or in respect of the Financing Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Borrower or any other Obligor or whether the Borrower or any other Obligor is joined in any such action or actions. The obligations of each of the Parent and the Parent Subsidiary Guarantors hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Obligor under any Financing Document, by operation of law or otherwise; 73

(b) any modification or amendment of or supplement to any Financing Document (including without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower or any of its Subsidiaries or otherwise); (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Obligor under any Financing Document or any taking, release or amendment or waiver of, or consent to departure from, any other guarantee for all or any of the Guaranteed Obligations; (d) any manner of application of any direct or indirect security for any obligation of any Obligor under any Financing Document, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any such security for all or any of the Guaranteed Obligations or any other Obligations of any Obligor under the Financing Documents or any other assets of any Obligor or its Subsidiaries; (e) any change in the corporate existence, structure or ownership of any Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligor or its assets or any resulting release or discharge of any obligation of any Guarantor or the Borrower contained in any Financing Document; (f) any failure by any Agent or any Bank to disclose to any Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Obligor now or hereafter known to such Agent or such Bank; (g) the failure of any other Person to execute or deliver this Agreement or any other guarantee or agreement or the release or reduction of liability of any Guarantor or any other guarantor or surety with respect to the guaranteed obligations; (h) the existence of any claim, set-off or other rights which the Parent or any Parent Subsidiary Guarantor may have at any time against the Borrower, any Agent, any Bank, any other Obligor or any other Person, whether in connection herewith or any unrelated transactions; PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (i) any invalidity or unenforceability for any reason of any Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any other Obligor of any amount payable by it under any Financing Document; or (j) any other act or omission to act or delay of any kind by the Borrower, any Agent, any Bank, any other Obligor or any other Person or any other circumstance whatsoever (including, without limitation, the effect of any statute of limitations on the liability of any other Person for any of the Guaranteed Obligations) or any existence of or reliance on any representation by any Agent or any Bank which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor's obligations hereunder. Section 10.03. DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN CERTAIN CIRCUMSTANCES. This Agreement shall remain in full force and effect until the Commitments shall have terminated and the principal of and interest on the Loans, any L/C Obligation and all other amounts payable by the Borrower or any Obligor under the Financing Documents shall have been paid in full. If at any time any payment of principal of or interest on any Loan or any other amount payable by the Borrower or any other Obligor under the Financing Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower, any other Obligor or otherwise, the Parent and each Parent Subsidiary Guarantor's obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time. 74

Section 10.04. WAIVERS AND ACKNOWLEDGMENTS BY THE GUARANTORS. (a) Each of the Parent and each Parent Subsidiary Guarantor unconditionally and irrevocably waives notice of acceptance, promptness, diligence, presentment, demand for performance, protest or dishonor, notice of nonperformance, default, acceleration and any other notice with respect to the Guaranteed Obligations and this Guarantee and any requirement that any Agent or any Bank protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Obligor or any other Person or any direct or indirect security for any obligation of any Obligor under any Financing Document. (b) Each of the Parent and each Parent Subsidiary Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guarantee and acknowledges that this Guarantee is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in future. (c) Each of the Parent and each Parent Subsidiary Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Agent or any Bank that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any other Obligor, any other guarantor or any other Person or any direct or indirect security for any obligation of any Obligor under any Financing Document and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor hereunder. (d) Each of the Parent and each Parent Subsidiary Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Agent or any Bank to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Obligor or any of its Subsidiaries now or hereafter known by such Agent or such Bank. (e) Each of the Parent and each Parent Subsidiary Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Financing Documents and that the waivers set forth in SECTION 10.02 and this SECTION 10.04 are knowingly made in contemplation of such benefits. Section 10.05. SUBROGATION. Each of the Parent and each Parent Subsidiary Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Obligor or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor's Obligations under or in respect of this Guarantee or any other Financing Document, including, without limitation, any right of subrogation and any right to participate in any claim or remedy of any Agent or any Bank against the Borrower, any other Obligor or any other guarantor or any direct or indirect security for any obligation of any Obligor under any Financing Document, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Obligor or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all amounts of principal of and interest on the Loans, all L/C Obligations and all other amounts payable by the Borrower or any Obligor under the Financing Documents have been paid in full and the Commitments have been terminated. If any amount shall be paid to such Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guarantee, (b) the Termination Date and (c) the latest date of expiration or termination of all L/C Obligations, such amount shall be received and held in trust for the benefit of the Agents and the Banks, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered 75

to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Financing Documents, or to be held as security for any Guaranteed Obligations or other amounts payable under this Guarantee thereafter arising. Section 10.06. STAY OF ACCELERATION. In the event that acceleration of the time for payment of any amount payable by the Borrower or any Obligor under any Financing Document is stayed upon insolvency, bankruptcy or reorganization of any such Person, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable by the Parent and the Parent Subsidiary Guarantors hereunder forthwith on demand by the Required Banks. 76

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. TYCO INTERNATIONAL GROUP S.A.
By: /s/ Kevin O'Kelly-Lynch ----------------------------------------Name: Kevin O'Kelly-Lynch Title: Managing Director

Address: 17, boulevard Grande-Duchesse Charlotte L-1331 Luxembourg Facsimile number: +352 46 43 51 Telephone number: +352 46 43 40 430 E-mail address: kokellylynch@tyco.com

GUARANTOR TYCO INTERNATIONAL LTD.
By: /s/ David J. FitzPatrick ----------------------------------------Name: David J. FitzPatrick Title: Executive Vice President and Chief Financial Officer

Address: The Zurich Center, 2nd Floor 90 Pitts Bay Road Pembroke HM08 Bermuda Facsimile number: (212) 424-1310 Telephone number: (646) 282-8563 E-mail address: dfitzpatrick@tyco.com

GUARANTOR SENSORMATIC ELECTRONICS CORPORATION
By: /s/ Scott Stevenson ----------------------------------------Name: Scott Stevenson Title: Vice President

GUARANTOR SCOTT TECHNOLOGIES, INC.
By: /s/ Scott Stevenson ----------------------------------------Name: Scott Stevenson Title: Vice President

GUARANTOR INNERDYNE, INC.
By: /s/ Scott Stevenson ----------------------------------------Name: Scott Stevenson Title: Vice President

BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ John W. Pocalyko ------------------------------------------Name: John W. Pocalyko Title: Managing Director

MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent
By:/s/ Jaap L. Tonckens ------------------------------------------Name: Jaap L. Tonckens Title: Vice President

JPMORGAN CHASE BANK, as Documentation Agent
By:/s/ Robert T. Sacks ------------------------------------------Name: Robert T. Sacks Title: Managing Director

BANK OF AMERICA, N.A.
By: /s/ John W. Pocalyko ------------------------------------------Name: John W. Pocalyko Title: Managing Director

MORGAN STANLEY SENIOR FUNDING, INC.
By:/s/ Jaap L. Tonckens ------------------------------------------Name: Jaap L. Tonckens Title: Vice President

Citicorp North America, Inc.
By:/s/ Stuart G. Miller ------------------------------------------Name: STUART G. MILLER Title: ATTORNEY-IN-FACT

CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH
By:/s/ Robert Hetu ------------------------------------------Name: Robert Hetu Title: Director By:/s/ Doreen Welch ------------------------------------------Name: Doreen Welch Title: Associate

GOLDMAN SACHS CREDIT PARTNERS, L.P.
By:/s/ Stephen P. Hickey ------------------------------------------Name: STEPHEN P. HICKEY Title: AUTHORIZED SlGNATORY

JPMORGAN CHASE BANK
By:/s/ Robert T. Sacks ------------------------------------------Name: Robert T. Sacks Title: Managing Director

ABN AMRO BANK N.V.
By:/s/ Andre Nel ------------------------------------------Name: Andre Nel Title: Executive Vice President

By:/s/ James Kreitler ------------------------------------------Name: James Kreitler Title: Senior Vice President

CREDIT LYONNAIS NEW YORK BRANCH
By:/s/ Scott R. Chappelka ------------------------------------------Name: Scott R. Chappelka Title: Vice President

SOCIETE GENERALE
By:/s/ Ambrish D. Thanawala ------------------------------------------Name: Ambrish D. Thanawala Title: Director, Corporate Banking

UBS AG, STAMFORD BRANCH
By:/s/ Wilfred V. Saint ------------------------------------------Name: Wilfred V. Saint Title: Associate Director Banking Products Services, US

By:/s/ Luke Goldsworthy ------------------------------------------Name: Luke Goldsworthy Title: Associate Director Banking Products Services, US

SCHEDULE I PRICING SCHEDULE The "EURO-DOLLAR MARGIN" and "BASE RATE MARGIN" for any day are the percentages set forth below in the applicable row and column based upon the Status that exists on such day:
STATUS -----EURO-DOLLAR MARGIN:......................................... BASE RATE MARGIN:........................................... LEVEL I -------1.75% .75% LEVEL II -------2.50% 1.50% LEVEL III --------3.25% 2.25%

For purposes of this Schedule, the following terms have the following meanings, subject to the concluding paragraph of this Schedule: "LEVEL I STATUS" exists at any date if, at such date, the Borrower's Debt Securities are rated BBB or higher by S&P and Baa2 or higher by Moody's. "LEVEL II STATUS" exists at any date if, at such date, (i) the Borrower's Debt Securities are rated BBB- or higher by S&P and Baa3 or higher by Moody's and (ii) Level I Status does not exist. "LEVEL III STATUS" exists at any date if, at such date, the Borrower's Debt Securities are rated BB+ or lower by S&P or Ba1 or lower by Moody's. "STATUS" refers to the determination of which of Level I Status, Level II Status or Level III Status exists at any date. The credit ratings to be utilized for purposes of this Schedule are those assigned to the Borrower's Debt Securities, and any rate assigned to any other debt security of the Borrower shall be disregarded. The rating in effect at any date is that in effect at the close of business on such date. If the Borrower is split-rated and the ratings differential is one notch, the status applicable to the lower of the two ratings will apply (E.G., BBB-/Ba1 is treated as BB+/Ba1). If the Borrower is split-rated and the rating differential is more than one notch, the status applicable to the rating that is one notch higher than the lower of the two ratings will apply (E.G., BBB/Ba1 is treated as BBB-/Baa3).

SCHEDULE II TO THE CREDIT AGREEMENT COMMITMENTS
BANK ---Bank of America, N.A........................................ Morgan Stanley Senior Funding, Inc.......................... JPMorgan Chase Bank......................................... Citicorp North America, Inc................................. Goldman Sachs Credit Partners L.P........................... Credit Suisse First Boston, Cayman Island Branch............ ABN AMRO Bank N.V........................................... Credit Lyonnais New York Branch............................. Societe Generale............................................ UBS AG. Stamford Branch..................................... COMMITMENT ----------------$ 183,333,333.34 $ $ $ $ $ $ $ $ 183,333,333.34 183,333,333.33 183,333,333.33 183,333,333.33 183,333,333.33 100,000,000.00 100,000,000.00 100,000,000.00

$ 100,000,000.00 ----------------$1,500,000,000.00

TOTAL.......................................................

SCHEDULE III EXISTING LETTERS OF CREDIT None.

SCHEDULE 4.05 EXISTING LITIGATION None.

SCHEDULE 9.01 TO THE CREDIT AGREEMENT ADMINISTRATIVE AGENT'S OFFICE, CERTAIN ADDRESSES FOR NOTICES ADMINISTRATIVE AGENT/CO-AGENT ADMINISTRATIVE AGENT'S OFFICE (FOR PAYMENTS AND REQUESTS FOR CREDIT EXTENSIONS) BANK OF AMERICA, N.A. One Independence Center 101 North Tryon Street Mail Code: NC1-001-15-04 Charlotte, NC 28255 Attn: Jennifer Thompson Phone: (704) 388-1558 Fax: (704) 409-0024 E-mail: jennifer.g.thompson@bankofamerica.com Account No.: 1366212250600 Account Name: Corporate Credit Support Ref: Tyco International ABA# 053000196 OTHER NOTICES AS ADMINISTRATIVE AGENT BANK OF AMERICA, N.A. One Independence Center 101 North Tryon Street Mail Code: NC1-001-08-19 Charlotte, NC 28255 Attn: Kimberly Williams Phone: (704) 387-5451 Fax: (704) 409-0650 E-mail: kim.williams@bankofamerica.com SYNDICATION AGENT/CO-AGENT MORGAN STANLEY SENIOR FUNDING, INC. 1633 Broadway--25th Floor New York, NY 10019 Attn: Larry Benison--Loan Administration Phone: (212) 537-1439 Fax: (212) 537-1867 / 1866 E-mail: larry.benison@morganstanley.com L/C ISSUERS BANK OF AMERICA, N.A. Trade Operations Center--Chicago 231 S La Salle St. Mail Code: IL1-231-17-00 Chicago, IL 60697 Attn: Samuel Perez--Assistant Vice President Phone: (312) 923-5933 Fax: (312) 974-0142 E-mail: samuel.perez@bankofamerica.com

[Complete for other L/C Issuers Name of L/C Issuer Street Address Mail Code: Attn: Phone: Fax: E-mail:] PARENT SUBSIDIARY GUARANTORS SENSORMATIC ELECTRONICS CORPORATION c/o Tyco International (US) Inc. 273 Corporate Drive Portsmouth, NH 03801-6807 Attention: Patricia Travis Tel: (603) 334-3984 Fax: (603) 334-3986 E-mail: ptravis@tyco.com With a copy to: Martina Hund-Mejean, Treasurer Tyco International (US) Inc. 9 West 57th Street, 43rd Floor New York, NY 10019 Tel: (212) 424-1355 Fax: (646) 282-8526 E-mail: mhundmejean@tyco.com SCOTT TECHNOLOGIES, INC. c/o Tyco International (US) Inc. 273 Corporate Drive Portsmouth, NH 03801-6807 Attention: Patricia Travis Tel: (603) 334-3984 Fax: (603) 334-3986 E-mail: ptravis@tyco.com With a copy to: Martina Hund-Mejean, Treasurer Tyco International (US) Inc. 9 West 57th Street, 43rd Floor New York, NY 10019 Tel: (212) 424-1355 Fax: (646) 282-8526 E-mail: mhundmejean@tyco.com 2

INNERDYNE, INC. c/o U.S. Surgical Legal Department 150 Glover Avenue Norwalk, CT 06856 Attention: Robin O. Roscillo Tel: (203) 845-4306 Fax: (203-845-1566 E-mail: robin.roscillo@ussurg.com With a copy to: Martina Hund-Mejean, Treasurer Tyco International (US) Inc. 9 West 57th Street, 43rd Floor New York, NY 10019 Tel: (212) 424-1355 Fax: (646) 282-8526 E-mail: mhundmejean@tyco.com 3

Exhibit 10.3 TYCO DEFERRED COMPENSATION PLAN Effective April 1, 1994 As amended through June 2002 PURPOSE The purpose of this Plan is to provide specified benefits to a select group of management and highly compensated employees who contribute materially to the continued growth, development and future business success of Tyco International Ltd., a Bermuda corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. ARTICLE 1 DEFINITIONS For purposes hereof, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings: 1.1 "Account Balance" shall mean (i) the sum of the Deferral Amount, the Matching Amount, and amounts credited or debited in accordance with all the applicable crediting and debiting provisions of the Plan, less (ii) all distributions. This Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant pursuant to this Plan. 1.2 "Annual Deferral Amount" shall mean that portion of a Participant's Base Annual Salary, Commissions and Bonus that a Participant elects to have and is actually deferred, in accordance with Article 3, for any one Plan Year. In the event of Retirement, Disability, death or a Termination of Employment prior to the end of a Plan Year, such year's Annual Deferral Amount shall be the actual amount withheld prior to such event. 1.3 "Annual Installment Method" shall mean an annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: The Account Balance of the Participant shall be calculated as of the close of business on the last business day of the calendar year. The annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one, and the denominator of which is the remaining number of annual payments due the Participant. By way of example, if the Participant elects a 10 year Annual Installment Method, the first payment shall be 1/10 of the Account Balance, calculated as described in this definition. The following year, the payment shall be 1/9 of the Account Balance, calculated as described in this definition. Investment results shall not be added to the amount of each annual installment provided the installment is paid within 60 days of the applicable January 1. 1.4 "Annual Matching Amount" shall mean, with respect to a Participant for any one Plan Year, any amount credited by the Company to a Participant's Matching Amount in accordance with Section 3.7 below. 1.5 "Base Annual Salary" shall mean the annual compensation, excluding bonuses, commissions, overtime, incentive payments, non-monetary awards, directors fees and other fees, relocation expenses, auto allowances and imputed income from group term life insurance, paid to or on

behalf of a Participant for employment services rendered to any Employer, before reduction for compensation deferred pursuant to all qualified, nonqualified and Code Section 125 plans of any Employer. With respect to a Participant who is a Shared Services Employee, his Base Annual Salary, for purposes of the Plan, shall include amounts received from the Affiliated Company. 1.6 "Beneficiary" shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 9, that are entitled to receive benefits under this Plan upon the death of a Participant. "Bonus" shall mean any cash compensation, in addition to Base Annual Salary and Commissions, paid to a Participant as an employee under the Employer's bonus and incentive plans, excluding all stock incentive plans and special or one-time bonus payments. With respect to a Participant who is a Shared Services Employee, his/her Bonus, for purposes of the Plan, shall include amounts received from the Affiliated Company. "Beneficiary Designation Form" shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries. "Board" shall mean the board of directors of TIL. "Change In Control" shall mean the first to occur of any of the following events: (a) Any "person" (as that term is used in Section 13 and 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act")) becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 30% or more of TIL's capital stock entitled to vote in the election of directors; During any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors of TIL cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by TIL's shareholders of each new director was approved by a vote of at least three-quarters of the directors still in office who were directors at the beginning of the period; The shareholders of TIL approve any consolidation or merger of, other than a merger of TIL in which the holders of the common stock of TIL immediately prior to the merger hold more than 50% of the common stock of the surviving corporation immediately after the merger; The shareholders of TIL approve any plan or proposal for the liquidation or dissolution of the TIL; or Substantially all of the assets of TIL are sold or otherwise transferred to parties that are not within a "controlled group of corporations" (as defined in Section 1563 of the Internal Revenue Code of 1986, as amended) in which TIL is a member.

1.7

1.8

1.9 1.10

(b)

(c)

(d)

(e)

2

1.11 1.12 1.13

"Claimant" shall have the meaning set forth in Section 14.1. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Commissions" shall mean the commissions paid to a Participant for employment services rendered to any Employer before reduction for commissions deferred pursuant to all qualified, non-qualified and Code Section 125 plans of any Employer. "Committee" shall mean the administrative committee appointed to manage and administer the Plan in accordance with its provisions pursuant to Article 12. "Company" shall mean TME Management Corp., a Delaware corporation, and any other entities with employees paid on a U.S. payroll and that are commonly controlled directly or indirectly by TIL. "Deferral Amount" shall mean the sum of all of a Participant's Annual Deferral Amounts. "Disability" shall mean a period of disability during which a Participant qualifies for benefits under the Participant's Employer's short or long-term disability plan or, if a Participant does not participate in such a plan, a period of disability during which the Participant would have qualified for benefits under such a plan had the Participant been a participant in such a plan, as determined in the sole discretion of the Committee. If the Participant's Employer does not sponsor such a plan at the time that a determination of a Disability is to be made, a Disability shall be determined by the Committee in its sole discretion. "Disability Benefit" shall mean the benefit set forth in Article 8. "Election Form" shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan. "Employer" shall mean the Company and/or any of its subsidiaries or divisions of TIL that have been selected by the Board or Committee to participate in the Plan. "Enhanced Moody's Rate" shall mean an interest rate determined and announced by the Committee before the Plan Year for which it is to be used that is equal to the sum of (a) an interest rate that (i) is published in Moody's Bond Record under the heading of "Moody's Corporate Bond Yield Averages - Av. Corp," and (ii) is equal to the average corporate bond yield most recently published as of the Fiscal Year preceding the year for which the rate is to be used, and (b) an interest rate, if any, determined by the Committee, in its sole discretion, which rate shall be determined and announced before the commencement of the Plan Year for which the rate applies, and which may be zero for any Plan Year. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as may be amended from time to time. "Grandfathered Participant" shall have that meaning as set forth in Section 3.5(f)(ii). "Matching Amount" shall mean the sum of all of a Participant's Annual Matching Amounts.

1.14

1.15

1.16

1.17

1.18 1.19

1.20

1.21

1.22

1.23

1.24

3

1.25

"Participant" shall mean any employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, (v) who commences participation in the Plan on his or her Plan Entry Date, and (vi) whose Plan Agreement has not terminated. As of the effective date of the Deferred Compensation Plan established by an Affiliated Company, all Participants who are employed by such Affiliated Company and who are not Shared Services Employees shall no longer be eligible to participate in this Plan and their account balances under this Plan shall automatically be credited to the Deferral Accounts of such Participants in the Deferred Compensation Plan established by the Affiliated Company. "Plan" shall mean the Company's Deferred Compensation Plan, which shall be evidenced by this instrument and by each Plan Agreement, as amended from time to time. "Plan Agreement" shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Plan Agreement executed by a Participant shall provide for the entire benefit to which such Participant is entitled to under the Plan, and the Plan Agreement bearing the latest date of acceptance by the Committee shall govern such entitlement. "Plan Entry Date" shall mean one of two dates in any Plan Year on which an employee selected by the Committee to participate in the Plan is eligible to commence participation in the Plan in accordance with Article 2. The two entry dates are January 1 and July 1. "Plan Year" shall, for the first Plan Year, begin on April 1, 1994, and end on December 31, 1994. For each Plan Year thereafter, the Plan Year shall begin on January 1 of each year and continue through December 31. "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in Article 6. "Retirement", "Retires" or "Retired" shall mean severance from employment from all Employers for any reason other than a leave of absence or death on or after the earlier of the attainment of (a) age 65 or (b) age 55 with 10 Years of Service. "Retirement Benefit" shall mean the benefit set forth in Article 5. "Short-Term Payout" shall mean the payout set forth in Section 4.1. "Termination Benefit" shall mean the benefit set forth in Article 7. "Termination of Employment" shall mean the ceasing of employment with all Employers, voluntarily or involuntarily, for any reason other than Retirement, Disability, death or an authorized leave of absence. "TIL" shall mean Tyco International Ltd., a Bermuda corporation. "Trust" shall mean the trust established pursuant to that certain Master Trust Agreement, dated as of April 1, 1994, between the Company and the trustee named therein, as amended from time to time.

1.26

1.27

1.28

1.29

1.30

1.31

1.32 1.33 1.34 1.35

1.36 1.37

4

1.38

"Unforeseeable Financial Emergency" shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, (ii) a loss of the Participant's property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee. "Years of Service" shall mean the total number of years in which a Participant has been employed by an Employer, including, if applicable, years of service prior to the time the Employer was acquired by TIL. Except as otherwise provided in this Plan, for purposes of this definition only, a year of employment shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first year of employment, commences on the Employee's date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date. "Shared Services Employee" means an employee of TIL or the Company who is on a split payroll with an Affiliated Company. All deferral amounts of a Shared Services Employee, regardless as to the payroll from which they are deferred, will be credited to this Plan and not the Affiliated Company Plan. "Affiliated Company" means any publicly-traded corporation or other entity in which TIL possesses a direct or indirect ownership interest. ARTICLE 2 SELECTION, ENROLLMENT, ELIGIBILITY

1.39

1.40

1.41

2.1

SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a select group of management and highly compensated employees of the Employers. From that group, the Committee shall select, in its sole discretion, employees to participate in the Plan. ENROLLMENT REQUIREMENTS. As a condition to participation, each selected Employee shall complete, execute and return to the Committee prior to his or her proposed Plan Entry Date, a Plan Agreement, an Election Form and a Beneficiary Designation Form. In addition, the Committee shall establish from time to time that such other enrollment requirements as it determines in its sole discretion are necessary. ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Committee, that employee shall commence participation in the Plan on the Plan Entry Date that immediately follows his or her selection to participate in the Plan. If a selected employee fails to meet all such requirements prior to that Plan Entry Date, that employee shall not be eligible to participate in the Plan until the Plan Entry Date that follows his or her completion of those requirements.

2.2

2.3

5

ARTICLE 3 DEFERRAL COMMITMENTS/MEASUREMENT FUNDS 3.1 MINIMUM DEFERRAL (a) BASE ANNUAL SALARY, COMMISSIONS AND/OR BONUS. For each full Plan Year, a Participant may elect to defer Base Annual Salary, Commissions and/or Bonus, provided that the combined total is at least $2,000 for such Plan Year. If no deferral election is made, the amount deferred shall be zero. (b) SHORT PLAN YEAR/MID-YEAR ENTRY DATE. If a Participant first becomes a Participant after the first day of a Plan Year, or in the case of the first Plan Year of the Plan itself, the minimum deferral shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12. 3.2 MAXIMUM DEFERRAL. For each Plan Year through 1999, a Participant may elect to defer a maximum of 50% of his or her Base Annual Salary. Effective January 1, 2000, a Participant may elect to defer a maximum of 50% of his or her Base Annual Salary, provided, however, that a Participant with Base Annual Salary in excess of 200% of the FICA wage base for any Plan Year may defer more than 50% of his or her Base Annual Salary, but only to the extent the amount of his or her Base Annual Salary which is NOT deferred is equal to or greater than the FICA wage base for such Plan Year. For each Plan Year, a Participant may elect to defer 100% of his or her Commissions and Bonus. 3.3 ELECTION TO DEFER; EFFECT OF ELECTION FORM (a) DEFERRAL ELECTIONS FOR FIRST PLAN YEAR. In connection with a Participant's commencement of participation in the Plan, and prior to the Plan Entry Date, the Participant shall make a deferral election as to Base Annual Salary, Commissions and/or Bonus by delivering to the Committee a completed and signed Election Form; which election form must be accepted by the Committee for a valid election to exist. If a Participant is first eligible as of July 1 of a Plan Year, he or she shall only be entitled to make an election with respect to a Base Annual Salary deferral for the period from July 1 through December 31 of the Plan Year. Otherwise and thereafter, he or she shall be entitled to make a deferral election pursuant to Section 3(b). (b) ADDITIONAL DEFERRAL ELECTIONS. For each succeeding Plan Year, a new Election Form for the deferral of Base Annual Salary, Commissions and/or Bonus must be delivered to the Committee in accordance with its rules and procedures at least 30 days (or such shorter period permitted by the Committee) before the end of the Plan Year preceding the Plan Year for which the election is effective. The election referred to in this Section 3.3(b) shall be for a Base Annual Salary deferral for the Plan Year, and for Commissions and/or Bonus deferrals that are payable in the Plan Year for the fiscal year that ends September 30 of the Plan Year. 6

(c) SUSPENSION OF DEFERRAL ELECTIONS. A Participant may suspend his or her deferral of Base Annual Salary and/or Commissions by written notice to the Committee. Such suspension election shall be implemented as soon as administratively possible following the election date. A Participant may suspend his or her deferral of Bonus by written notice to the Committee in accordance with the following procedure: (i) if the Bonus is payable quarterly, the suspension election must be received by the Committee prior to the beginning of the calendar quarter in which the Bonus is earned; and (ii) if the Bonus is payable annually, the suspension election must be received by the Committee at least three (3) months in advance of the last day of the period in which the bonus is earned. Once a Participant has elected to suspend his or her deferrals in any Plan Year, he or she will not be eligible to again participate in the Plan until the Plan Year immediately following the suspension. 3.4 WITHHOLDING OF DEFERRAL AMOUNTS. For each Plan Year, the Base Annual Salary portion of the Annual Deferral Amount shall be withheld each payroll period in equal amounts from the Participant's Base Annual Salary. The Commissions or Bonus portion of the Annual Deferral Amount shall be withheld at the time the Commissions or Bonus is or otherwise would be paid to the Participant. 3.5 CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant's Account Balance in accordance with the following rules: (a) ELECTION OF MEASUREMENT FUNDS. A Participant, in connection with his or her initial deferral election in accordance with Section 3.3(a) above, shall elect, on the Election Form, one or more Measurement Funds (as described in Section 3.5(c) below) to be used to determine the additional amounts to be credited/debited to his or her Account Balance for the first calendar month or portion thereof in which the Participant commences participation in the Plan and continuing thereafter for each calendar month in which the Participant participates in the Plan, unless changed in accordance with the next sentence. Commencing with the first month that follows the Participant's commencement of participation in the Plan and continuing thereafter for each subsequent calendar month in which the Participant participates in the Plan, no later than the next to last business day of each month, the Participant may (but is not required to) elect, by submitting an Election Form to the Committee or its designee, to add or delete one or more Measurement Funds to be used to determine the additional amounts to be credited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Funds. If an election is made in accordance with the previous sentence, it shall apply as of the first business day of the next calendar month and continue thereafter for 7

each subsequent calendar month in which the Participant participates in the Plan, unless changed in accordance with the previous sentence. The Committee may restrict the transfer into or out of Measurement Funds to a period no less frequently than annually if necessitated by the type of such Measurement Fund. (b) PROPORTIONATE ALLOCATION. In making any election described in Section 3.5(a) above, the Participant shall specify on the Election Form, in increments of 1%, the percentage of his or her Account Balance to be allocated to a Measurement Fund (as if the Participant were making an investment in that Measurement Funds with that portion of his or her Account Balance). (c) MEASUREMENT FUNDS. The Participant may elect one or more of the Measurement Funds (the "Measurement Funds") identified in Appendix A, attached hereto and made a part hereof, for the purpose of crediting/debiting additional amounts to his or her Account Balance. As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund, and such substitution will automatically be made, if any changes are made to the corresponding Investment Fund in the Company's 401(k) Savings Plan. Each such addition/substitution will take effect as of the same time the Fund is changed in the 401(k) Savings Plan. The Committee shall provide Participants timely notice of such change. (d) CREDITING OR DEBITING METHOD. The performance of each elected Measurement Funds (either positive or negative) will be determined by the Committee, in its reasonable discretion, based on the performance of the Measurement Funds themselves. A Participant's Account Balance shall be credited or debited on a daily basis based on the performance of each Measurement Funds selected by the Participant as though (i) a Participant's Account Balance were invested in the Measurement Funds selected by the Participant, in the percentages applicable to such calendar month, as of the close of business on the first business day of such calendar month, at the closing price on such date; (ii) the portion of the Annual Deferral Amount that was actually deferred during any calendar month were invested in the Measurement Funds selected by the Participant, in the percentages applicable to such calendar month, no later than the close of business on the first business day after the day on which such amounts are actually deferred from the Participant's Base Annual Salary, Commissions or Bonus through reductions in his or her payroll, at the closing price on such date; and (iii) any distribution made to a Participant that decreases such Participant's Account Balance ceased being invested in the Measurement Funds, in the percentages applicable to such calendar month, no earlier than one business day prior to the distribution, at the closing price on such date. The Participant's Annual Matching Amount shall be credited to his or her Matching Amount for purposes of this Section 3.5(d) as of the close of business on the first business day after the day in which such amounts are actually credited to the Participant's Matching Account. 8

(e) NO ACTUAL INVESTMENT. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant's election of any such Measurement Funds, the allocation to his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Account Balance SHALL NOT be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Funds. In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the Measurement Funds, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company. (f) SPECIAL RULES. (i) ALLOCATION OF MEASUREMENT FUNDS FOR PARTICIPANTS RECEIVING INSTALLMENT PAYMENTS. A Participant who on or after January 1, 2000 receives installment distributions under this Plan may add or delete one or more Measurement Funds to be used to determine the additional amounts to be credited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Funds, through December 31 of the calendar year prior to the calendar year in which full distribution of his or her Account Balance occurs. Such allocation shall be made in accordance with Section 3.5 (a) and (b). (ii) PARTICIPANTS AS OF JANUARY 1, 1999. Notwithstanding anything in this Section 3.5 to the contrary, only a Participant who was a Participant as of January 1, 1999 (a "Grandfathered Participant") may allocate any portion of his or her Account Balance to the Enhanced Moody's Rate. Except as otherwise provided in this Section 3.5(f)(ii), for any calendar year, no amount allocated to the Enhanced Moody's Rate may be reallocated from the Enhanced Moody's Rate other than as of January 1 of a calendar year. Likewise, no amount may be allocated to the Enhanced Moody's Rate other than as of January 1 of a calendar year. The Account Balance of a Grandfathered Participant shall be deemed allocated 100% to the Enhanced Moody's Rate as of January 1, 1999, except that a Grandfathered Participant will have an opportunity as of April 1, 1999 to reallocate any or all of his or her Account Balance to Measurement Funds other then the Enhanced Moody's Rate. The amount of a Grandfathered Participant's Account Balance which is not reallocated from the Enhanced Moody's Rate Fund as of April 1, 1999 shall remain allocated to the Enhanced Moody's Rate Fund through December 31, 1999. Any amount of a Grandfathered Participant's Account Balance which is reallocated from the Enhanced Moody's Rate Fund on April 1, 1999 shall be 9

credited on March 31, 1999 with one-fourth of the Enhanced Moody's Rate Fund for 1999. (iii) ENHANCED MOODYS' RATE. Notwithstanding anything in this Section 3.5 to the contrary except the last sentence of Section 3.5(f)(ii) above, that amount of a Participant's Account Balance which is allocated to the Enhanced Moody's Rate shall be credited as though such amount were invested in the Moody's Rate as of the close of business on the January 1 of such calendar year. 3.6 FICA TAXES. For each Plan Year in which an Annual Deferral Amount is being withheld or an Annual Matching Amount is being credited, the Participant's Employer(s) shall ratably withhold from that portion of the Participant's Base Annual Salary or Commissions, as the case may be, that is not being deferred, the Participant's share of FICA and other employment taxes attributable to such Annual Deferral Amount or Annual Matching Amount. If necessary, the Committee shall reduce the Annual Deferral Amount in order to comply with this Section 3.6. 3.7 ANNUAL MATCHING AMOUNTS. For each Plan Year, the Committee shall determine and credit the Annual Matching Amount, if any, that is to be credited to a Participant's Account for such Plan Year. The Annual Matching Amount shall be determined in the following manner: First, for purposes of this Section 3.7, only a Participant whose Annual Deferral Amount has been withheld from his total compensation (the sum of Base Salary, Commissions and Bonus) that is not in excess of the Code Section 401(a)(17) limitation ("Eligible Deferral") shall be entitled to receive an Annual Matching Amount. Second, such Annual Matching Amount shall be five percent (5%) of the Participant's Eligible Deferral; provided, however, that if the Participant has at least ten (10) years of service with the Employer, the Annual Matching Amount shall be increased as follows:
Years of Service ---------------10-19 20-24 25-29 30 or more Annual Matching Amount ---------------------6% of Eligible Deferral 7% of Eligible Deferral 8% of Eligible Deferral 9% of Eligible Deferral

Notwithstanding the foregoing, with respect to a Participant who is employed by an ADT business unit, the Annual Matching Amount shall be determined using the matching formula of the Employer's 401(k) plan in which he is eligible to participate. ARTICLE 4 SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION 4.1 SHORT-TERM PAYOUT. In connection with each election to defer an Annual Deferral Amount, a Participant may elect to receive a future "Short-Term Payout" from the Plan with respect to that Annual Deferral Amount. The Short-Term Payout shall be a lump sum payment in an amount that is equal to the Annual Deferral Amount plus amounts credited or debited in the manner provided in Section 3.5 above. Subject to the other terms and conditions of this Plan, each Short-Term Payout elected shall be paid within 60 days (or as soon as administratively 10

possible) of the later of (i) the first day of the Plan Year that is 5 years after the first day of the Plan Year to which the applicable Annual Deferral Amount election relates, or (ii) the first day of any Plan Year thereafter elected by the Participant on the Election Form electing the Annual Deferral Amount. Notwithstanding the preceding sentence or any other provision of this Plan that may be construed to the contrary, a Participant who is an active employee may, with respect to each Short-Term Payout, in a form determined by the Committee, make no more than one additional deferral election (a "Second Election") to defer payment of such Short-Term Payout to a Plan Year subsequent to the Plan Year originally elected; provided, however, any such Second Election will be null and void unless accepted by the Committee no later than six (6) months prior to the first day of the Plan Year originally elected by the Participant for payment of such Short-Term Payout. 4.2 OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral Amount, plus amounts credited or debited thereon, that is subject to a Short-Term Payout election under Section 4.1 shall not be paid in accordance with Section 4.1 but shall be paid in accordance with the other applicable Article. 4.3 WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES. If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee to receive a partial or full payout from the Plan. The Committee shall determine if the event meets the criteria to be an Unforeseeable Financial Emergency. If approved, the payout shall not exceed the lesser of the Participant's Account Balance or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency. If, subject to the sole discretion of the Committee, the petition for a payout is approved, any payout shall be made within 60 days of the date of approval. The Participant will be eligible to again participate in the Plan effective the Plan Year following the Unforeseeable Financial Emergency. 4.4 WITHDRAWAL ELECTION. A Participant may elect, at any time, to withdraw all of his or her Account Balance less a 10% withdrawal penalty (the net amount shall be referred to as the "Withdrawal Amount"). No partial withdrawals of that balance shall be allowed. The Participant shall make this election by giving the Committee advance written notice of the election in a form determined from time to time by the Committee. The penalty shall be equal to 10% of the Participant's Account Balance determined immediately prior to the withdrawal. The Participant shall be paid the Withdrawal Amount within 60 days of his or her election. Once the withdrawal election is filed, the Participant's participation in the Plan shall terminate as soon as administratively possible following the election date, and the Participant shall not be eligible to participate in the Plan in the future. ARTICLE 5 RETIREMENT BENEFIT 5.1 RETIREMENT BENEFIT. A Participant who Retires shall receive, as a Retirement Benefit, his or her Account Balance. 5.2 PAYMENT OF RETIREMENT BENEFITS. A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form to receive the Retirement Benefit in a lump sum or pursuant to an Annual Installment Method of 5, 10 or 15 11

years. The Participant may change his or her election to an allowable alternative payout period by submitting a new Election Form to the Committee, provided that any such Election Form is submitted at least one year prior to the Participant's Retirement. The Election Form most recently accepted by the Committee shall govern the payout of the Retirement Benefit. If a Participant does not make any election with respect to the payment of the Retirement Benefit, then such benefit shall be payable in a lump sum. The lump sum payment shall be made, or installment payments shall commence, as of January 1 of the calendar year which is immediately subsequent to the Plan Year during which the Participant Retires. 5.3 DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFITS. If a Participant dies after Retirement but before the Retirement Benefit is paid in full, the Participant's unpaid Retirement Benefit payments shall continue and shall be paid to the Participant's Beneficiary (i) over the remaining number of years and in the same amounts as that benefit would have been paid to the Participant had the Participant survived, or (ii) in a lump sum, if requested by the Beneficiary and allowed in the sole discretion of the Committee, that is equal to the Participant's unpaid remaining Account Balance. ARTICLE 6 PRE-RETIREMENT SURVIVOR BENEFIT 6.1 PRE-RETIREMENT SURVIVOR BENEFIT. If a Participant dies before he or she Retires or has otherwise received a distribution of his/her Account Balance, the Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit equal to the Participant's Account Balance. 6.2 PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFITS. The Pre-Retirement Survivor Benefit shall be paid in a lump sum. However, if the Pre-Retirement Survivor Benefit exceeds $25,000, payment may be made, at the sole discretion of the Committee, in Annual Installments not in excess of 5 years. The lump sum payment shall be made as soon as administratively possible after the Committee receives proof of the Participant's death. Installment payments shall commence, as of January 1 of the calendar year following the Plan Year of the Participant's death or, if later, as soon as administratively possible after the Committee receives proof of the Participant's death. ARTICLE 7 TERMINATION BENEFIT 7.1 TERMINATION BENEFITS. If a Participant experiences a Termination of Employment prior to his or her Retirement, death or Disability, the Participant shall receive a Termination Benefit which shall be equal to the Participant's Account Balance. 7.2 PAYMENT OF TERMINATION BENEFIT. The Termination Benefit shall be paid in a lump sum. However, if his or her Account Balance is equal to or greater than $25,000, the Participant may petition the Committee and the Committee, in its sole discretion, may cause the Termination Benefit to be paid pursuant to an Annual Installment Method not in excess of 5 years. The lump sum payment shall be made, or installment payments shall commence, as of January 1 of the calendar year that is immediately subsequent to the Plan Year during which the Participant experiences a Termination of Employment. Actual distribution will be made within 60 days of January 1, or as soon as administratively possible thereafter. 12

ARTICLE 8 DISABILITY WAIVER AND BENEFIT 8.1 DISABILITY WAIVER. (a) ELIGIBILITY. By participating in the Plan, all Participants are eligible for this waiver. (b) WAIVER OF DEFERRAL; CREDIT FOR PLAN YEAR OF DISABILITY. A Participant who is receiving short or long-term disability benefits from his Employer, or is otherwise determined by the Committee to be suffering from a Disability may be excused from fulfilling that portion of the Annual Deferral Amount commitment that would otherwise have been withheld from a Participant's Base Annual Salary, Commissions and/or Bonus for the Plan Year during which the Participant suffers a Disability. (c) RETURN TO WORK. If a Participant returns to employment with an Employer after a Disability ceases, the Participant may make deferrals for the Plan Year he returns to work if a Deferral Election for that Plan Year had been previously made in accordance with Section 3.3. The Participant may elect to defer an Annual Deferral Amount f following his or her return to employment and for every Plan Year thereafter while a Participant in the Plan; provided such deferral elections are otherwise allowed and an Election Form is delivered to and accepted by the Committee for each such election in accordance with Section 3.3 above. 8.2 DISABILITY BENEFIT. A Participant who is on Disability leave, but not terminated from employment, shall be eligible for the benefits provided for in Articles 4 or 6 in accordance with the provisions of those Articles. Upon termination of employment due to Disability (in accordance with the Employer's Disability policies), the Participant's Account Balance will be distributed to him/her in accordance with the provisions of Articles 5 or 7, as applicable. ARTICLE 9 BENEFICIARY DESIGNATION 9.1 BENEFICIARY. Each Participant shall have the right, at any time, to designate his or her Beneficiary (both primary as well as contingent) to receive any benefits payable under the Plan to a Beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates. 9.2 BENEFICIARY DESIGNATION; CHANGE. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee's rules and procedures, as in effect from time to time. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Committee shall be entitled to rely on 13

the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death. 9.3 ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary shall be effective until received and accepted by the Committee or its designated agent. 9.4 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's spouse shall be the designated Beneficiary. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant's estate. 9.5 DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant's Employer to withhold such payments until this matter is resolved to the Committee's satisfaction. 9.6 DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant's Plan Agreement shall terminate upon such full payment of benefits. ARTICLE 10 LEAVE OF ABSENCE
10.1 PAID LEAVE OF ABSENCE. If a Participant is authorized by the Participant's Employer for any reason to take a paid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the Annual Deferral Amount shall continue to be withheld during such paid leave of absence in accordance with Section 3.3. UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the Participant's Employer for any reason to take an unpaid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the Participant shall be excused from making deferrals of Base Annual Salary, Commissions, Bonus until the earlier of the date the leave of absence expires or the Participant returns to a paid employment status. Upon such expiration or return, deferrals of Base Annual Salary, Commissions, Bonus shall resume for the remaining portion of the Plan Year in which the expiration or return occurs, based on the deferral elections, if any, made for that Plan Year. If no election was made for that Plan Year, no deferrals shall be withheld. ARTICLE 11 TERMINATION OF PLAN/CHANGE IN CONTROL, AMENDMENT OR MODIFICATION 11.1 TERMINATION OF PLAN/CHANGE IN CONTROL. The Company, through its Board or the Committee, reserves the right to terminate the Plan at any time with respect to all Participants. Upon the termination of the Plan, all Plan Agreements shall terminate and a Participant's Account Balance shall be paid out in accordance with the benefits that the

10.2

14

Participant would have received if the Participant had experienced a Termination of Employment on the date of Plan termination. Prior to a Change in Control, an Employer shall have the right, at its sole discretion, and notwithstanding any elections made by the Participant, to pay such benefits in a lump sum or pursuant to an Annual Installment Method not to exceed 15 years, with amounts credited and debited during the installment period as provided in Section 3.5(d). After a Change in Control, the Employer shall be required to pay such benefits in a lump sum. The termination of the Plan shall not adversely affect any Participant or Beneficiary who has become entitled to the payment of any benefits under the Plan as of the date of termination; provided, however, that the Employer shall have the right to accelerate installment payments by paying the remaining Account Balance in a lump sum or pursuant to a different payment schedule. 11.2 AMENDMENT. The Company, at any time and through its Board or the Committee, may amend or modify the Plan in whole or in part; provided, however, that no amendment or modification shall be effective to decrease the value of a Participant's Account Balance in existence at the time the amendment or modification is made, calculated as if the Participant had experienced a Termination of Employment as of the effective date of the amendment or modification. The amendment or modification of the Plan shall not affect any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification; provided however, that the Company or the Committee, as the case may be, shall have the right to accelerate installment payments by paying the remaining Account Balance in a lump sum or pursuant to a different payment schedule. EFFECT OF PAYMENT. The full payment of the Participant's Account Balance under Articles 4, 5, 6, 7 and/or 8 of the Plan shall completely discharge all obligations to a Participant under this Plan and the Participant's Plan Agreement shall terminate. ARTICLE 12 ADMINISTRATION 12.1 COMMITTEE DUTIES. This Plan shall be administered by the Tyco Retirement Committee as established from time to time by the Board of the Company. Members of the Committee may be Participants under this Plan. The Committee shall also have the discretion and authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan. AGENTS. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit and may from time to time consult with counsel who may be counsel to any Employer. BINDING EFFECT OF DECISIONS. The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan. INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless the members of the Committee or its employee delegates against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan,

11.3

12.2

12.3

12.4

15

except in the case of willful misconduct by the Committee or any of its members or delegates. 12.5 EMPLOYER INFORMATION. To enable the Committee to perform its functions, each Employer shall supply full and timely information to the Committee on all matters relating to the compensation of its Participants, the date and circumstances of the Retirement, Disability, death or Termination of Employment of its Participants, and such other pertinent information as the Committee may reasonably require. ARTICLE 13 OTHER BENEFITS AND AGREEMENTS 13.1 COORDINATION WITH OTHER BENEFITS. The benefits provided for a Participant and Participant's Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant's Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided. ARTICLE 14 CLAIMS PROCEDURES 14.1 PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a "Claimant") may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant. NOTIFICATION OF DECISION. The Committee shall consider a Claimant's claim within a reasonable time, and shall notify the Claimant in writing: (a) that the Claimant's requested determination has been made, and that the claim has been allowed in full; or that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant's requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant: (i) the specific reason(s) for the denial of the claim, or any part of it; specific reference(s) to pertinent provision of the Plan upon which such denial was based; a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and

14.2

(b)

(ii)

(iii)

16

(iv)

an explanation of the claim review procedure set forth in Section 14.3 below.

14.3

REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant's duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not later than 30 days after the review procedure began, the Claimant (or the Claimant's duly authorized representative): (a) (b) (c) may review pertinent documents; may submit written comments or other documents; and/or may request a hearing, which the Committee, in its sole discretion, may grant.

14.4

DECISION ON REVIEW. The Committee shall render its decision on review promptly, and not later than 60 days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Committee's decision must be rendered within 120 days after such date. Such decision must be written in a manner calculated to be understood by the Claimant, and it must contain: (a) (b) specific reasons for the decision; specific reference(s) to the pertinent Plan provisions upon which the decision was based; and such other matters as the Committee deems relevant.

(c) 14.5

LEGAL ACTION. A Claimant's compliance with the foregoing provisions of this Article 14 is a mandatory prerequisite to a Claimant's right to commence any legal action with respect to any claim for benefits under this Plan. ARTICLE 15 TRUST

15.1

ESTABLISHMENT OF TRUST. The Company shall establish the Trust, and the Employers may transfer over to the Trust such assets as the Committee determines, in its sole discretion, are necessary to provide for the Employers' liabilities created with respect to the Annual Deferral Amounts and Annual Matching Amounts for such Employer's Participants for that year. The Trustees of the Trust shall be selected by the Committee from time to time. INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Participant and the creditors of the Employers to the assets transferred to the Trust. The Employers shall at all times remain liable to carry out their obligations under the Plan. The Employers' obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust.

15.2

17

ARTICLE 16 MISCELLANEOUS
16.1 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of an Employer. Any and all of an Employer's assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. An Employer's obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future. EMPLOYER'S LIABILITY. An Employer's liability for the payment of benefits shall be defined only by the Plan and the Plan Agreement, as entered into between the Employer and a Participant. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement. NONASSIGNABILITY. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency. NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is hereby acknowledged to be an "at will" employment relationship that can be terminated at any time for any reason, with or without cause, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer, or to interfere with the right of any Employer to discipline or discharge the Participant at any time. FURNISHING INFORMATION. A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary. TERMS. Whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. CAPTIONS. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions. GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the laws of the State of New Hampshire.

16.2

16.3

16.4

16.5

16.6

16.7

16.8

18

16.9

NOTICE. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to: Tyco Retirement Committee c/o Human Resources - Executive Compensation One Town Center Road Boca Raton, Florida 33486-1010 Such notice shall be deemed given as of 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. Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

16.10

SUCCESSORS. The provisions of this Plan shall bind and inure to the benefit of the Participant's Employer and its successors and assigns and the Participant, the Participant's Beneficiaries, and their permitted successors and assigns. DISTRIBUTION IN THE EVENT OF TAXATION. (a) GENERAL. If, for any reason, all or any portion of a Participant's benefit under this Plan becomes taxable to the Participant prior to receipt, a Participant may petition the Committee for a distribution of that portion of his or her benefit that has become taxable. Upon the grant of such a petition, which grant shall not be unreasonably withheld, a Participant's Employer shall distribute to the Participant immediately available funds in an amount equal to the taxable portion of his or her benefit (which amount shall not exceed a Participant's unpaid Account Balance under the Plan). If the petition is granted, the tax liability distribution shall be made within 90 days of the date when the Participant's petition is granted. Such a distribution shall affect and reduce the benefits to be paid under this Plan. TRUST. If the Trust terminates in accordance with Section 3.6(e) of the Trust and benefits are distributed from the Trust to a Participant in accordance with that Section, the Participant's benefits under this Plan shall be reduced to the extent of such distributions.

16.11

(b)

16.12

VALIDITY. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein. INCOMPETENT. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person's property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetency, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant

16.13

19

and the Participant's Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount. 16.14 COURT ORDER. The Committee is authorized to make any payments directed by court order in any action in which the Plan or the Committee has been named as a party.

20

APPENDIX A MEASUREMENT FUNDS (CURRENT AS OF SEPTEMBER 1, 2002) (1) Interest Income Fund; (2) Bond Fund of America; (3) Fidelity Puritan(R) Fund; (4) Neuberger Berman Guardian Fund - Trust Class; (5) U.S. Equity Index Commingled Pool; (6) Vanguard Windsor II Fund - Admiral Shares; (7) Fidelity Growth Company Fund; (8) Franklin Small Cap Growth Fund - Class A; (9) PIMCO Capital Appreciation Fund; (10) Templeton Foreign Fund A; (11) Janus Worldwide Fund A; and (12) Enhanced Moody's Rate Fund (as defined in Section 1.21). NOTES: The Enhanced Moody's Rate Fund is closed to Participants who join the Plan after January 1, 1999. Funds (1) - (11) correspond to investment funds under the Company's 401(k) Savings Plans. Any change to the 401(k) Plan investment fund will automatically result in a corresponding charge to these Measurement Funds. 21

EXHIBIT 18.1 May 15, 2003 Board of Directors Tyco International Ltd. Dear Directors: We are providing this letter to you for inclusion as an exhibit to your Form 10-Q filing pursuant to Item 601 of Regulation S-K. We have been provided a copy of the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2003. Note 1 therein describes a change in accounting principle inseparable from a change in estimate from a 10-year straight-line method of amortizing the cost of purchased customer accounts to an accelerated method over an estimated 12-year period. It should be understood that the preferability of one acceptable method of accounting over another for amortizing the cost of purchased customer accounts has not been addressed in any authoritative accounting literature, and in expressing our concurrence below we have relied on management's determination that this change in accounting principle is preferable. Based on our reading of management's stated reasons and justification for this change in accounting principle in the Form 10-Q, and our discussions with management as to their judgment about the relevant business planning factors relating to the change, we concur with management that such change represents, in the Company's circumstances, the adoption of a preferable accounting principle in conformity with Accounting Principles Board Opinion No. 20. We have not audited any financial statements of the Company as of any date or for any period subsequent to September 30, 2002. Accordingly, our comments are subject to change upon completion of an audit of the consolidated financial statements covering the period of the accounting change. Very truly yours,
/s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP

t. Upon request by the Administrative Agent at any time, the Required Banks will confirm in writing the Administrative Agent's authority to release any Subsidiary Guarantor from its obligations hereunder or under the Subsidiary Guarantees pursuant to this SECTION 7.11. In each case as specified in this SECTION 7.11, the Administrative Agent will, at the Borrower's expense, execute and deliver to the applicable Obligor such documents as such Obligor may reasonably request to release such Guarantor from its obligations hereunder or under the Subsidiary Guarantees, in each case in accordance with the terms of the Financing Documents and this SECTION 7.11. Section 7.12. OTHER AGENTS; ARRANGERS AND MANAGERS. None of the Banks or other Persons identified on the facing page or signature pages of this Agreement as a "documentation agent," "book manager," "lead manager," "arranger," "lead arranger" or "co-arranger" shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such Banks, those applicable to all Banks as such. Without limiting the foregoing, none of the Banks or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Bank. Each Bank acknowledges that it has not relied, and will not rely, on any of the Banks or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. ARTICLE 8 CHANGE IN CIRCUMSTANCES Section 8.01. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If the Required Banks determine that for any reason adequate and reasonable means do not exist for determining the Euro-Dollar Rate for any requested Interest Period with respect to a proposed Euro-Dollar Loan, or that the Euro-Dollar Rate for any requested Interest Period with respect to a proposed Euro-Dollar Loan does not adequately and fairly reflect the cost to such Bank of funding such Loan, or that dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Euro-Dollar Loan, the Administrative Agent will promptly so notify the Borrower and each Bank. Thereafter, the obligation of the Banks to make or maintain Euro-Dollar Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Banks) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of EuroDollar Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Section 8.02. ILLEGALITY. If, on or after the date of this Agreement, any Bank has determined in its reasonable judgment that the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Euro-Dollar Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make it unlawful or impossible for such Bank (or its Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans or to determine or charge interest based upon the Euro-Dollar Rate and such Bank shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice specifying the circumstances giving rise to such suspension to the 59

other Banks and the Borrower, whereupon, until such Bank notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist (which such Bank agrees to do promptly upon such circumstances ceasing to exist), the obligation of such Bank to make Euro-Dollar Loans, or to

other Banks and the Borrower, whereupon, until such Bank notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist (which such Bank agrees to do promptly upon such circumstances ceasing to exist), the obligation of such Bank to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section, such Bank shall designate a different Euro-Dollar Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Bank in the good faith exercise of its discretion, be otherwise disadvantageous to such Bank. If such notice is given, each Euro-Dollar Loan of such Bank then outstanding shall be converted to a Base Rate Loan either (a) on the last day of the then current Interest Period applicable to such Euro-Dollar Loan if such Bank may lawfully continue to maintain and fund such Loan as a Euro-Dollar Loan to such day or (b) immediately if such Bank shall determine that it may not lawfully continue to maintain and fund such Loan as a Euro-Dollar Loan to such day. Section 8.03. INCREASED COST AND REDUCED RETURN. (a) If on or after the date of this Agreement, in the case of any Loan or Unreimbursed Amount or any obligation to make Loans or issue or participate in any Letter of Credit or fund any Unreimbursed Drawing, any Bank has determined in its reasonable judgment that the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under SECTION 2.15), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, such Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Loans, its participation in any Letter of Credit, its share of any Unreimbursed Drawing, its Promissory Note or its obligation to make Loans, issue Letters of Credit or fund Unreimbursed Drawings and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Loan, or to fund Unreimbursed Drawings or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Promissory Note with respect thereto, by an amount deemed by such Bank to be material to such Bank, then, within 15 days after written demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after the date of this Agreement, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank (or its Bank Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Bank (or its Bank Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after written demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Bank Parent) for such reduction. 60

(c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date of this Agreement, which will entitle such Bank to compensation pursuant to this Section; PROVIDED that (i) if any Bank fails to give such notice within 90 days after it obtains actual knowledge of such an event, such Bank shall only be entitled to payment under this SECTION 8.03 for costs incurred from and after the date 90 days prior to the date that such Bank does give such notice and (ii) each such Bank will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank in the good faith exercise

(c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date of this Agreement, which will entitle such Bank to compensation pursuant to this Section; PROVIDED that (i) if any Bank fails to give such notice within 90 days after it obtains actual knowledge of such an event, such Bank shall only be entitled to payment under this SECTION 8.03 for costs incurred from and after the date 90 days prior to the date that such Bank does give such notice and (ii) each such Bank will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank in the good faith exercise of its discretion, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. Section 8.04. TAXES. (a) Any and all payments by any Obligor to or for the account of any Bank or any Agent hereunder or under any Promissory Note or other Financing Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, EXCLUDING, in the case of each Bank and each Agent, taxes imposed on or measured by its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank or such Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on or measured by its income, and franchise or similar taxes imposed on it, by the jurisdiction of such Bank's Applicable Lending Office or any political subdivision thereof (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as its "TAXES," and all such excluded taxes being hereinafter referred to as its "DOMESTIC TAXES"). If an Obligor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Promissory Note or other Financing Document to any Bank or Agent, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SECTION 8.04) such Bank or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Obligor shall make such deductions, (iii) such Obligor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) such Obligor shall furnish to the Administrative Agent, at its address referred to in SECTION 9.01, the original or a certified copy of a receipt evidencing payment thereof. (b) In addition, the Borrower agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies (in each case other than to the extent imposed under the federal laws of the United States) which arise from any payment made hereunder or under any Promissory Note or other Financing Document or from the execution or delivery of, or otherwise with respect to, this Agreement or any other Financing Document (hereinafter referred to as "OTHER TAXES"). (c) The Borrower agrees to indemnify each Bank and each Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this SECTION 8.04) paid by such Bank or Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. In addition, the Borrower agrees to indemnify each Agent and each Bank for all Domestic Taxes and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, in each case to the extent that such Domestic Taxes result from any payment or indemnification pursuant to this Section for (i) Taxes or Other Taxes imposed by any jurisdiction other than the United States or (ii) Domestic Taxes of such Agent or such Bank, as the case may be. This indemnification shall be made within 15 days from the date such Bank or Agent (as the case may be) makes demand therefor. 61

(d) If the Borrower is required to pay additional amounts to or for the account of any Bank pursuant to this SECTION 8.04, then such Bank will change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Bank in the good faith exercise of its discretion, is not otherwise disadvantageous to such Bank. Section 8.05. BASE RATE LOANS SUBSTITUTED FOR EURO-DOLLAR LOANS. If (i) the obligation of any Bank to make, or to continue or convert outstanding Loans as or to, Euro-Dollar Loans has been suspended pursuant to SECTION 8.01 or 8.02 or (ii) any Bank has demanded compensation under

(d) If the Borrower is required to pay additional amounts to or for the account of any Bank pursuant to this SECTION 8.04, then such Bank will change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Bank in the good faith exercise of its discretion, is not otherwise disadvantageous to such Bank. Section 8.05. BASE RATE LOANS SUBSTITUTED FOR EURO-DOLLAR LOANS. If (i) the obligation of any Bank to make, or to continue or convert outstanding Loans as or to, Euro-Dollar Loans has been suspended pursuant to SECTION 8.01 or 8.02 or (ii) any Bank has demanded compensation under SECTION 8.03 or 8.04 with respect to its Euro-Dollar Loans that bear interest at the Euro-Dollar Rate and the Borrower shall, by at least five Business Days' prior notice to such Bank through the Administrative Agent, have elected that the provisions of this Section shall apply to such Bank, then, unless and until such Bank notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist (which such Bank agrees to do promptly upon such circumstances ceasing to exist), all Loans which would otherwise be made by such Bank as (or continued as or converted to) Euro-Dollar Loans shall instead be Base Rate Loans on which interest and principal shall be payable contemporaneously with the related Euro-Dollar Loans of the other Banks. If such Bank notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, the principal amount of each such Base Rate Loan shall be converted into a Euro-Dollar Loan on the first day of the next succeeding Interest Period applicable to the related Euro-Dollar Loans of the other Banks. Section 8.06. SUBSTITUTION OF BANK. If any Bank (i) has demanded compensation for increased costs pursuant to SECTION 8.03 or 8.04 or is entitled to payments under SECTION 8.04(a) or (ii) has determined that the making or maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant to SECTION 8.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Banks, the Borrower shall have the right (with the assistance of the Administrative Agent and consent of the L/C Issuers) to designate an Assignee which is not an Affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of EXHIBIT F hereto, the outstanding Loans and Commitment of such Bank and to assume all of such Bank's other rights and obligations hereunder without recourse to or warranty by, or expense to, such Bank, for a purchase price equal to (A) the principal amount of all of such Bank's outstanding Loans and Unreimbursed Fundings PLUS (B) any accrued but unpaid interest thereon PLUS (C) the accrued but unpaid fees in respect of that Bank's Commitment hereunder PLUS (D) such amount, if any, as would be payable pursuant to SECTION 2.13 if the outstanding Loans of such Bank were prepaid in their entirety on the date of consummation of such assignment PLUS (E) any other amounts due and payable to such Bank hereunder. 62

ARTICLE 9 MISCELLANEOUS Section 9.01. NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES. (a) GENERAL. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Financing Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or (subject to subsection (c) below) electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: (i) if to the Borrower or the Parent, as specified on the signature pages hereof, if to any Parent Subsidiary Guarantor or any Co-Agent or any L/C Issuer, to the address, facsimile number, electronic mail address or telephone number specified for such Person on SCHEDULE 9.01 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and (ii) if to any other Bank, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent and the L/C Issuers.

ARTICLE 9 MISCELLANEOUS Section 9.01. NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES. (a) GENERAL. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Financing Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or (subject to subsection (c) below) electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: (i) if to the Borrower or the Parent, as specified on the signature pages hereof, if to any Parent Subsidiary Guarantor or any Co-Agent or any L/C Issuer, to the address, facsimile number, electronic mail address or telephone number specified for such Person on SCHEDULE 9.01 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and (ii) if to any other Bank, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent and the L/C Issuers. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of SUBSECTION (D) below), when delivered; PROVIDED, HOWEVER, that notices and other communications to the Administrative Agent and the L/C Issuer pursuant to ARTICLE 2 shall not be effective until actually received by such Person. In no event shall a voicemail message be effective as a notice, communication or confirmation hereunder. (b) EFFECTIVENESS OF FACSIMILE DOCUMENTS AND SIGNATURES. Financing Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually signed originals and shall be binding on all Obligors, the Agents and the Banks. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; PROVIDED, HOWEVER, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature. (c) LIMITED USE OF ELECTRONIC MAIL. Electronic mail and internet and intranet websites may be used only to distribute routine communications, such as financial statements and other information as provided in SECTION 5.01, and to distribute Financing Documents for execution by the parties thereto, and may not be used for any other purpose. (d) RELIANCE BY AGENT AND BANKS. The Agents, the L/C Issuers and the Banks shall be entitled to rely and act upon any notices (including telephonic Notices of Borrowing) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Bank from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to 63

and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. Section 9.02. NO WAIVERS. No failure or delay by any Agent or any Bank in exercising any right, power or privilege hereunder or under any other Financing Document shall operate as a waiver thereof nor shall any single

and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. Section 9.02. NO WAIVERS. No failure or delay by any Agent or any Bank in exercising any right, power or privilege hereunder or under any other Financing Document shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein and therein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Section 9.03. EXPENSES; INDEMNIFICATION. (a) ATTORNEY COSTS, EXPENSES AND TAXES. The Borrower agrees (i) to pay or reimburse the Co-Agents for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Financing Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (ii) to pay or reimburse the Co-Agents and each Bank for all costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Financing Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Bankruptcy Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Co-Agents and the costs of independent public accountants and other outside experts retained by the CoAgents or any Bank. All amounts due under this SECTION 9.03(A) shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations. If any Obligor fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Financing Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Obligor by any Agent or any Bank, in its sole discretion. (b) INDEMNIFICATION BY THE BORROWER. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Agent, each the L/C Issuer, each Bank and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively, the "INDEMNITEES") from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, out-of-pocket expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, asserted against any such Indemnitee or to which any Indemnitee may be subject in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Financing Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (c) any actual or alleged presence or release of Hazardous Substances on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Obligor, or any environmental liability related in any way to the Borrower, any Subsidiary or any other Obligor, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"), in 64

all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; PROVIDED FURTHER that no Indemnitee shall have the right to be indemnified hereunder in connection with any proceedings between it and another Indemnitee which does not relate to the Borrower. No Indemnitee shall be liable for any damages arising

all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; PROVIDED FURTHER that no Indemnitee shall have the right to be indemnified hereunder in connection with any proceedings between it and another Indemnitee which does not relate to the Borrower. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee (or the Borrower, except to the extent resulting from a judgment obtained by a third party against an Indemnitee) have any liability for any indirect, punitive or consequential damages relating to this Agreement or any other Financing Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this SECTION 9.03(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Obligor, its directors, shareholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Financing Documents is consummated. All amounts due under this SECTION 9.03(b) shall be payable within 20 Business Days after demand therefor. The agreements in this Section shall survive the resignation of any Agent or L/C Issuer, the replacement of any Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. Section 9.04. SHARING OF SET-OFFS; PAYMENTS SET ASIDE. (a) Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amounts due with respect to any Loan or the participation in the L/C Obligations held by it which is greater than the proportion received by any other Bank in respect of the aggregate amounts due with respect to any Loan or the participation in the L/C Obligations held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and L/C Obligations held by the other Banks, and such other adjustments shall be made, as may be required, so that all such payments with respect to the Loans and L/C Obligations held by the Banks shall be shared by the Banks pro rata; PROVIDED that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Obligors other than indebtedness under the Financing Documents. (b) To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Bank, or any Agent or any Bank exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Bank in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Bankruptcy Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (ii) each Bank severally agrees to pay to each Agent upon demand its applicable share of any amount so recovered from or repaid such Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. 65

Section 9.05. AMENDMENTS AND WAIVERS. No amendment or waiver of any provision of this Agreement or any other Financing Document, and no consent to any departure by the Borrower or any other Obligor therefrom, shall be effective unless in writing signed by the Required Banks and the Borrower or the applicable Obligor, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; PROVIDED, HOWEVER, that no such amendment, waiver or consent shall: (i) waive any condition set forth in SECTION 3.01(a), or, in the case of the initial Credit Extension, SECTION 3.02, without the written consent of each Bank; (ii) extend or increase the Commitment of any Bank (or reinstate any Commitment terminated pursuant to

Section 9.05. AMENDMENTS AND WAIVERS. No amendment or waiver of any provision of this Agreement or any other Financing Document, and no consent to any departure by the Borrower or any other Obligor therefrom, shall be effective unless in writing signed by the Required Banks and the Borrower or the applicable Obligor, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; PROVIDED, HOWEVER, that no such amendment, waiver or consent shall: (i) waive any condition set forth in SECTION 3.01(a), or, in the case of the initial Credit Extension, SECTION 3.02, without the written consent of each Bank; (ii) extend or increase the Commitment of any Bank (or reinstate any Commitment terminated pursuant to SECTION 6.02) without the written consent of such Bank; (iii) postpone any date scheduled for any payment of principal or interest under SECTION 2.06 or 2.07, or any date fixed by the Administrative Agent for the payment of fees, commissions or other amounts due to the Banks (or any of them) hereunder or under any other Financing Document without the written consent of each Bank directly affected thereby; (iv) reduce the principal of, or the rate of interest specified herein on, any Loan or Unreimbursed Drawing, or (subject to clause (v) of the proviso to this SECTION 9.05) any fees or other amounts payable hereunder or under any other Financing Document without the written consent of each Bank directly affected thereby; (v) change any provision of this SECTION 9.05 or the definition of "Required Banks" or any other provision hereof specifying the number or percentage of Banks required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Bank; or (vi) release the Parent from its obligations under ARTICLE 10 or, except in accordance with Section 7.11, the Subsidiary Guarantors from their obligations hereunder or under the Subsidiary Guarantees, without the written consent of each Bank; and PROVIDED that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Banks required above, affect the rights or duties of such L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Financing Document; (iii) no amendment, waiver or consent shall, unless in writing and signed by each Co-Agent in addition to the Banks required above, affect the rights or duties of, or any fees or other amounts payable to, the Co-Agents under this Agreement or any other Financing Document; (iv) SECTION 9.06(g) may not be amended, waived or otherwise modified without the consent of each designating Bank all or any part of whose Loans are being funded by a Conduit at the time of such amendment, waiver or other modification; and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Bank may not be increased or extended without the consent of such Bank. Section 9.06. SUCCESSORS AND ASSIGNS. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Bank and no Bank may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Assignee in accordance with the provisions of SUBSECTION (B) of this Section, (ii) by way of participation in accordance with the provisions 66

of SUBSECTION (d) of this Section, (iii) by way of pledge or assignment of a security interest subject to the

of SUBSECTION (d) of this Section, (iii) by way of pledge or assignment of a security interest subject to the restrictions of SUBSECTION (f) or (i) of this Section, or (iv) to a Conduit in accordance with the provisions of SUBSECTION (h) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in SUBSECTION (d) of this Section and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Bank may at any time assign to one or more Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this SUBSECTION (b), participations in L/C Obligations) at the time owing to it); PROVIDED that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank's Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment, determined as of the date the Assignment and Assumption Agreement, substantially in the form of EXHIBIT F hereto (the "ASSIGNMENT AND ASSUMPTION AGREEMENT") with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than U.S.$5,000,000, or with the consent of the Borrower (such consent not to be unreasonably withheld or delayed but will not be required if a Default has occurred and is continuing) U.S.$1,000,000; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) any assignment must be approved by the Administrative Agent and the L/C Issuers unless the Person that is the proposed assignee is itself a Bank (whether or not the proposed assignee would otherwise qualify as an Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of U.S.$3,500. Subject to acceptance and recording thereof by the Administrative Agent pursuant to SUBSECTION (c) of this Section, from and after the effective date specified in each Assignment and Assumption Agreement, the Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of SECTIONS 2.13, 8.02, 8.04, and 9.03(a) with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Promissory Note to the Assignee Bank. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with SUBSECTION (d) of this Section. (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent's Office a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Bank pursuant to the terms hereof from time to time (the "REGISTER"). The 67

entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Banks may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Bank may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower's Affiliates

entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Banks may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Bank may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a "PARTICIPANT") in all or a portion of such Bank's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans and participations in L/C Obligations owing to it); PROVIDED that (i) such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such Bank shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED that such agreement or instrument may provide that such Bank will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to SECTION 9.05 that directly affects such Participant. Subject to SUBSECTION (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of SECTIONS 2.13, 8.03 and 8.04 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to SUBSECTION (b) of this Section. (e) A Participant shall not be entitled to receive any greater payment under SECTION 8.03 or 8.04 than the applicable Bank would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent or by reason of the provisions of SECTION 8.02, 8.03 or 8.04 requiring such Bank to designate a different Applicable Lending Office under certain circumstances or at a time when the circumstances giving rise to such greater payment did not exist. A Participant that would be a foreign Bank if it were a Bank shall not be entitled to the benefits of SECTION 8.03 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with SECTION 8.04 as though it were a Bank. (f) Any Bank may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Promissory Note, if any) to secure obligations of such Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank; PROVIDED that no such pledge or assignment shall release such Bank from any of its obligations hereunder or substitute any such pledgee or Assignee for such Bank as a party hereto. (g) Notwithstanding anything to the contrary contained in this SECTION 9.06, but subject to the terms and conditions set forth in this SUBSECTION (g), any Bank may from time to time, elect to designate a Conduit to provide all or any part of Loans required to be made by such Bank to the Borrower pursuant to this Agreement or to acquire a participation interest in any Loans extended by such Bank hereunder (a "CONDUIT DESIGNATION"), PROVIDED the designation of a Conduit by any Bank for purposes of this SECTION 9.06(g) shall be subject to the approval of the Borrower, which shall not be unreasonably withheld. No additional Promissory Note shall be required with regard to a Conduit Designation; PROVIDED, HOWEVER, to the extent any Conduit shall advance funds under a Conduit Designation, the designating Bank shall be deemed to hold the Promissory Note in its possession as an agent for such Conduit to the 68

extent of the Loan funded by such Conduit. Notwithstanding any such Conduit Designation, (x) the designating Bank shall remain solely responsible to the other parties hereto for its obligations under this Agreement and (y) the Borrower and the Administrative Agent may continue to deal solely and directly with the designating Bank as agent for such designating Bank's Conduit, in connection with all of such Conduit's rights and obligations under this Agreement, unless and until the Borrower and the Administrative Agent are notified that the designating Bank has been replaced as agent for its Conduit; any payments for the benefit of any designating Bank and its Conduit

extent of the Loan funded by such Conduit. Notwithstanding any such Conduit Designation, (x) the designating Bank shall remain solely responsible to the other parties hereto for its obligations under this Agreement and (y) the Borrower and the Administrative Agent may continue to deal solely and directly with the designating Bank as agent for such designating Bank's Conduit, in connection with all of such Conduit's rights and obligations under this Agreement, unless and until the Borrower and the Administrative Agent are notified that the designating Bank has been replaced as agent for its Conduit; any payments for the benefit of any designating Bank and its Conduit shall be paid to such designating Bank for itself as agent for its Conduit, as applicable; PROVIDED neither the Borrower nor the Administrative Agent shall be responsible for any designating Bank's application of any such payments. In addition, any Conduit may (i) with notice to, but without the prior written consent of the Borrower and the Administrative Agent, and without paying any processing fee therefor, assign all or portions of its interest in any Loans to the Bank that designated such Conduit or to any financial institutions consented to by the Borrower and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Conduit to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety, credit or liquidity enhancement to such Conduit. (h) Each party to this Agreement hereby agrees that, at any time a Conduit Designation is in effect, it shall not institute against, or join any other person in instituting against, any Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law, for one year and a day after the latest maturing commercial paper note issued by such Conduit is paid. This SECTION 9.06(h) shall survive the termination of this Agreement. (i) Notwithstanding anything to the contrary contained herein, any Bank that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Promissory Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities, PROVIDED that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this SECTION 9.06, (i) no such pledge shall release the pledging Bank from any of its obligations under the Financing Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Bank under the Financing Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise. (j) Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Commitment and Loans pursuant to SUBSECTION (b) above, such L/C issuer may, upon 30 days' notice to the Borrower and the Banks, resign as an L/C Issuer. In the event of any such resignation as L/C Issuer, the Required Lenders shall be entitled to appoint from among the Banks a successor L/C Issuer; PROVIDED, HOWEVER, that no failure by the Required Lenders to appoint any such successor shall affect the resignation of such L/C Issuer as L/C Issuer. If any L/C Issuer resigns as L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Banks to fund risk participations in Unreimbursed Amounts pursuant to SECTION 2.04(c)). (l) Each Assignee shall, on or prior to the effective date of its Assignment and Assumption Agreement, and each Bank party hereto on the date hereof shall, on or before the Effective Date, provide the Administrative Agent with an Administrative Questionnaire and each such Person shall, in the event of any changes to the information set forth therein, provide the Administrative Agent with an updated Administrative Questionnaire. 69

Section 9.07. COLLATERAL. Each of the Banks represents to the Administrative Agent and each of the other Banks that it in good faith is not relying upon any "margin stock" (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for in this Agreement. Section 9.08. GOVERNING LAW. THIS AGREEMENT AND EACH PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Section 9.09. COUNTERPARTS; INTEGRATION. This Agreement may be signed in any number of

Section 9.07. COLLATERAL. Each of the Banks represents to the Administrative Agent and each of the other Banks that it in good faith is not relying upon any "margin stock" (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for in this Agreement. Section 9.08. GOVERNING LAW. THIS AGREEMENT AND EACH PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Section 9.09. COUNTERPARTS; INTEGRATION. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Financing Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Financing Document. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. Section 9.10. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY FINANCING DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY FINANCING DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. Section 9.11. JUDGMENT CURRENCY. If, under any applicable law and whether pursuant to a judgment being made or registered against any Obligor or for any other reason, any payment under or in connection with this Agreement, is made or satisfied in a currency (the "OTHER CURRENCY") other than that in which the relevant payment is due (the "REQUIRED CURRENCY") then, to the extent that the payment (when converted into the Required Currency at the rate of exchange on the date of payment or, if it is not practicable for the party entitled thereto (the "PAYEE") to purchase the Required Currency with the Other Currency on the date of payment, at the rate of exchange as soon thereafter as it is practicable for it to do so) actually received by the Payee falls short of the amount due under the terms of this Agreement, such Obligor shall, to the extent permitted by law, as a separate and independent obligation, indemnify and hold harmless the Payee against the amount of such shortfall. For the purpose of this Section, "rate of exchange" means the rate at which the Payee is able on the relevant date to purchase the Required Currency with the Other Currency and shall take into account any premium and other costs of exchange. Section 9.12. JUDICIAL PROCEEDINGS. (a) CONSENT TO JURISDICTION. Each Obligor party hereto irrevocably submits to the non-exclusive jurisdiction of any Federal or New York State court sitting in New York City over any suit, action or proceeding arising out of or relating to the Financing Documents. Each Obligor party hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such court and any claim that any suit, action or proceeding brought in such court has been brought in an inconvenient forum. Each Obligor party hereto agrees that a final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and will be given effect 70

in Luxembourg to the fullest extent permitted by applicable law and may be enforced in any Federal or New York State court sitting in New York City (or any other courts to the jurisdiction of which such Obligor is or may be subject) by a suit upon such judgment, PROVIDED that service of process is effected upon it in one of the manners specified herein or as otherwise permitted by law.

in Luxembourg to the fullest extent permitted by applicable law and may be enforced in any Federal or New York State court sitting in New York City (or any other courts to the jurisdiction of which such Obligor is or may be subject) by a suit upon such judgment, PROVIDED that service of process is effected upon it in one of the manners specified herein or as otherwise permitted by law. (b) APPOINTMENT OF AGENT FOR SERVICE OF PROCESS. Each Obligor party hereto hereby irrevocably designates and appoints CT Corporation System having an office on the date hereof at 111 Eighth Avenue, New York, New York 10011 as its authorized agent, to accept and acknowledge on its behalf, service of any and all process which may be served in any suit, action or proceeding of the nature referred to in SUBSECTION (a) above in any Federal or New York State court sitting in New York City. Each Obligor party hereto represents and warrants that such agent has agreed in writing to accept such appointment and that a true copy of such designation and acceptance has been delivered to the Administrative Agent. Such designation and appointment shall be irrevocable until all principal and interest and all other amounts payable under the Financing Documents shall have been paid in full in accordance with the provisions hereof. If such agent shall cease so to act, each Obligor covenants and agrees to designate irrevocably and appoint without delay another such agent satisfactory to the Administrative Agent and to deliver promptly to the Administrative Agent evidence in writing of such other agent's acceptance of such appointment. (c) SERVICE OF PROCESS. Each Obligor party hereto hereby consents to process being served in any suit, action, or proceeding of the nature referred to in SUBSECTION (a) above in any federal or New York State court sitting in New York City by service of process upon the agent of such Obligor, as the case may be, for service of process in such jurisdiction appointed as provided in SUBSECTION (b) above; PROVIDED that, to the extent lawful and possible, written notice of said service upon such agent shall be mailed by registered airmail, postage prepaid, return receipt requested, to such Obligor at its address specified on the signature pages hereof or to any other address of which such Obligor shall have given written notice to the Administrative Agent. Each Obligor party hereto irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service and agrees that such service shall be deemed in every respect effective service of process upon such Obligor in any such suit, action or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid and personal service upon and personal delivery to such Obligor. (d) NO LIMITATION ON SERVICE OR SUIT. Nothing in this Section shall affect the right of any Agent or any Bank to serve process in any other manner permitted by law or limit the right of any Agent or any Bank to bring proceedings against any Obligor in the courts of any jurisdiction or jurisdictions. (e) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made hereunder and in any other Financing Document or in any other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Agents and each Bank, regardless of any investigation made by any Agent or any Bank or on their behalf and notwithstanding that any Agent or any Bank may have had notice or knowledge of any Default at the time of any L/C Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. Section 9.13. LOANS AND UNREIMBURSED DRAWINGS. Except as otherwise expressly set forth herein, Unreimbursed Drawings and Unreimbursed Fundings shall be subject to the provisions contained herein which govern the making, funding and maintenance of Loans, including, without limitation, the provisions of ARTICLE 8. Section 9.14. CONFIDENTIALITY. Each of the Agents and the Banks agrees to keep confidential the Confidential Information (as defined below), except that the Confidential Information may be disclosed (i) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel 71

and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information

and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential); (ii) to the extent requested by any regulatory authority; (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; PROVIDED that in the case of any intended disclosure under this clause (iii), the Recipient (as defined below) shall (unless otherwise required by applicable law) give the Parent not less than five Business Days' prior notice (or such shorter period as may, in the good faith discretion of the Recipient, be reasonable under the circumstances or may be required by any court or agency under the circumstances), specifying the Confidential Information involved and stating such Recipient's intention to disclose such Confidential Information (including the manner and extent of such disclosure) in order to allow the Parent an opportunity to seek an appropriate protective order; (iv) to any other party to this Agreement; (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any Assignee of or Participant in, or any prospective Assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty's or prospective counterparty's professional advisor) to any credit derivative transaction relating to obligations of the Obligors; (vii) with the consent of the Borrower; (viii) to the extent such Confidential Information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to any Agent or any Bank on a nonconfidential basis from a source other than the Borrower; (ix) to any state, federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Bank; or (x) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Confidential Information relating to the Obligors received by it from such Bank). In addition, the Agents and the Banks may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Banks in connection with the administration and management of this Agreement, the other Financing Documents, the Commitments and the L/C Credit Extensions. For the purposes of this Section, the term "CONFIDENTIAL INFORMATION" shall mean non-public information furnished by or on behalf of the Parent or any of its Subsidiaries to any Agent, any Bank or other Person exercising rights hereunder or required to be bound hereby (collectively "RECIPIENTS"); PROVIDED that, in the case of information received from an Obligor after the date hereof, such information is clearly identified in writing at the time of delivery as confidential; PROVIDED FURTHER that information regarding the "structure and tax aspects" of the transactions contemplated by the Financing Documents, within the meaning of Treasury Regulation 1.6011-4T, shall not constitute Confidential Information hereunder. Any Person required to maintain the confidentiality of Confidential Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Confidential Information as such Person would accord to its own confidential information. Each Recipient shall agree that, in addition to all other remedies available, the Parent shall be entitled to specific performance and injunctive and other equitable relief as a remedy for any breach of this SECTION 9.14 by such Recipient. Notwithstanding paragraph 7 of the Commitment Letter referred to in the definition of Financing Documents, this SECTION 9.14 shall supersede paragraph 6 of such Commitment Letter. Section 9.15. NO CHALLENGES. The Borrower hereby waives and agrees not to assert any right to challenge the legality, validity or enforceability of the Guarantee made by Alpha under the Borrower Subsidiary Guarantee or to assert any claim against Alpha or any other Person that would affect the legality, validity or enforceability of such Guarantee. 72

ARTICLE 10 GUARANTEE Section 10.01. THE GUARANTEE. (a) Each of the Parent and each Parent Subsidiary Guarantor hereby,

ARTICLE 10 GUARANTEE Section 10.01. THE GUARANTEE. (a) Each of the Parent and each Parent Subsidiary Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the full and punctual payment when due (whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise) of all Obligations of each other Obligor now or hereafter existing under or in respect of the Financing Documents (such Obligations being the "GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses (including, without limitation, Attorney Costs) incurred by any Agent or any Bank in enforcing any rights hereunder or any other Financing Document. Without limiting the generality of the foregoing, each of the Parent and each Parent Subsidiary Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Obligor to any Agent or any Bank under or in respect of the Financing Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Obligor. (b) Each of the Parent and each Parent Subsidiary Guarantor, each Agent and each Bank, hereby confirms that it is the intention of all such Persons that the Guarantee contained in this SECTION 10.01 and the Obligations of each Parent Subsidiary Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guarantee and the Obligations of each of the Parent and each Parent Subsidiary Guarantor hereunder. To effectuate the foregoing intention, the Agents, the Banks and the Parent and Parent Subsidiary Guarantors hereby irrevocably agree that the Obligations of each Parent Subsidiary Guarantor under this Guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guarantee not constituting a fraudulent transfer or conveyance. (c) Each of the Parent and each Parent Subsidiary Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Agent or any Bank under this Guarantee or any other guarantee, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Agents and the Banks under or in respect of the Financing Documents. Section 10.02. GUARANTEE UNCONDITIONAL. Each of the Parent and each Parent Subsidiary Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Financing Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agents or the Banks with respect thereto. The Obligations of each Guarantor under or in respect of this Guarantee are independent of the Guaranteed Obligations or any other Obligations of any other Obligor under or in respect of the Financing Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Borrower or any other Obligor or whether the Borrower or any other Obligor is joined in any such action or actions. The obligations of each of the Parent and the Parent Subsidiary Guarantors hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Obligor under any Financing Document, by operation of law or otherwise; 73

(b) any modification or amendment of or supplement to any Financing Document (including without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower or any of its Subsidiaries or otherwise); (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Obligor under any Financing Document or any taking, release or amendment or waiver of, or consent to departure from, any other guarantee for all or any of the Guaranteed Obligations; (d) any manner of application of any direct or indirect security for any obligation of any Obligor under any

(b) any modification or amendment of or supplement to any Financing Document (including without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower or any of its Subsidiaries or otherwise); (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Obligor under any Financing Document or any taking, release or amendment or waiver of, or consent to departure from, any other guarantee for all or any of the Guaranteed Obligations; (d) any manner of application of any direct or indirect security for any obligation of any Obligor under any Financing Document, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any such security for all or any of the Guaranteed Obligations or any other Obligations of any Obligor under the Financing Documents or any other assets of any Obligor or its Subsidiaries; (e) any change in the corporate existence, structure or ownership of any Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligor or its assets or any resulting release or discharge of any obligation of any Guarantor or the Borrower contained in any Financing Document; (f) any failure by any Agent or any Bank to disclose to any Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Obligor now or hereafter known to such Agent or such Bank; (g) the failure of any other Person to execute or deliver this Agreement or any other guarantee or agreement or the release or reduction of liability of any Guarantor or any other guarantor or surety with respect to the guaranteed obligations; (h) the existence of any claim, set-off or other rights which the Parent or any Parent Subsidiary Guarantor may have at any time against the Borrower, any Agent, any Bank, any other Obligor or any other Person, whether in connection herewith or any unrelated transactions; PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (i) any invalidity or unenforceability for any reason of any Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any other Obligor of any amount payable by it under any Financing Document; or (j) any other act or omission to act or delay of any kind by the Borrower, any Agent, any Bank, any other Obligor or any other Person or any other circumstance whatsoever (including, without limitation, the effect of any statute of limitations on the liability of any other Person for any of the Guaranteed Obligations) or any existence of or reliance on any representation by any Agent or any Bank which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor's obligations hereunder. Section 10.03. DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN CERTAIN CIRCUMSTANCES. This Agreement shall remain in full force and effect until the Commitments shall have terminated and the principal of and interest on the Loans, any L/C Obligation and all other amounts payable by the Borrower or any Obligor under the Financing Documents shall have been paid in full. If at any time any payment of principal of or interest on any Loan or any other amount payable by the Borrower or any other Obligor under the Financing Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower, any other Obligor or otherwise, the Parent and each Parent Subsidiary Guarantor's obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time. 74

Section 10.04. WAIVERS AND ACKNOWLEDGMENTS BY THE GUARANTORS. (a) Each of the Parent and each Parent Subsidiary Guarantor unconditionally and irrevocably waives notice of acceptance, promptness, diligence, presentment, demand for performance, protest or dishonor, notice of nonperformance, default, acceleration and any other notice with respect to the Guaranteed Obligations and this Guarantee and any requirement that any Agent or any Bank protect, secure, perfect or insure any Lien or any property subject

Section 10.04. WAIVERS AND ACKNOWLEDGMENTS BY THE GUARANTORS. (a) Each of the Parent and each Parent Subsidiary Guarantor unconditionally and irrevocably waives notice of acceptance, promptness, diligence, presentment, demand for performance, protest or dishonor, notice of nonperformance, default, acceleration and any other notice with respect to the Guaranteed Obligations and this Guarantee and any requirement that any Agent or any Bank protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Obligor or any other Person or any direct or indirect security for any obligation of any Obligor under any Financing Document. (b) Each of the Parent and each Parent Subsidiary Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guarantee and acknowledges that this Guarantee is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in future. (c) Each of the Parent and each Parent Subsidiary Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Agent or any Bank that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any other Obligor, any other guarantor or any other Person or any direct or indirect security for any obligation of any Obligor under any Financing Document and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor hereunder. (d) Each of the Parent and each Parent Subsidiary Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Agent or any Bank to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Obligor or any of its Subsidiaries now or hereafter known by such Agent or such Bank. (e) Each of the Parent and each Parent Subsidiary Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Financing Documents and that the waivers set forth in SECTION 10.02 and this SECTION 10.04 are knowingly made in contemplation of such benefits. Section 10.05. SUBROGATION. Each of the Parent and each Parent Subsidiary Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Obligor or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor's Obligations under or in respect of this Guarantee or any other Financing Document, including, without limitation, any right of subrogation and any right to participate in any claim or remedy of any Agent or any Bank against the Borrower, any other Obligor or any other guarantor or any direct or indirect security for any obligation of any Obligor under any Financing Document, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Obligor or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all amounts of principal of and interest on the Loans, all L/C Obligations and all other amounts payable by the Borrower or any Obligor under the Financing Documents have been paid in full and the Commitments have been terminated. If any amount shall be paid to such Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guarantee, (b) the Termination Date and (c) the latest date of expiration or termination of all L/C Obligations, such amount shall be received and held in trust for the benefit of the Agents and the Banks, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered 75

to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Financing Documents, or to be held as security for any Guaranteed Obligations or other amounts payable under this Guarantee thereafter arising. Section 10.06. STAY OF ACCELERATION. In the event that acceleration of the time for payment of any

to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Financing Documents, or to be held as security for any Guaranteed Obligations or other amounts payable under this Guarantee thereafter arising. Section 10.06. STAY OF ACCELERATION. In the event that acceleration of the time for payment of any amount payable by the Borrower or any Obligor under any Financing Document is stayed upon insolvency, bankruptcy or reorganization of any such Person, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable by the Parent and the Parent Subsidiary Guarantors hereunder forthwith on demand by the Required Banks. 76

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. TYCO INTERNATIONAL GROUP S.A.
By: /s/ Kevin O'Kelly-Lynch ----------------------------------------Name: Kevin O'Kelly-Lynch Title: Managing Director

Address: 17, boulevard Grande-Duchesse Charlotte L-1331 Luxembourg Facsimile number: +352 46 43 51 Telephone number: +352 46 43 40 430 E-mail address: kokellylynch@tyco.com

GUARANTOR TYCO INTERNATIONAL LTD.
By: /s/ David J. FitzPatrick ----------------------------------------Name: David J. FitzPatrick Title: Executive Vice President and Chief Financial Officer

Address: The Zurich Center, 2nd Floor 90 Pitts Bay Road Pembroke HM08 Bermuda Facsimile number: (212) 424-1310 Telephone number: (646) 282-8563 E-mail address: dfitzpatrick@tyco.com

GUARANTOR SENSORMATIC ELECTRONICS CORPORATION
By: /s/ Scott Stevenson ----------------------------------------Name: Scott Stevenson Title: Vice President

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. TYCO INTERNATIONAL GROUP S.A.
By: /s/ Kevin O'Kelly-Lynch ----------------------------------------Name: Kevin O'Kelly-Lynch Title: Managing Director

Address: 17, boulevard Grande-Duchesse Charlotte L-1331 Luxembourg Facsimile number: +352 46 43 51 Telephone number: +352 46 43 40 430 E-mail address: kokellylynch@tyco.com

GUARANTOR TYCO INTERNATIONAL LTD.
By: /s/ David J. FitzPatrick ----------------------------------------Name: David J. FitzPatrick Title: Executive Vice President and Chief Financial Officer

Address: The Zurich Center, 2nd Floor 90 Pitts Bay Road Pembroke HM08 Bermuda Facsimile number: (212) 424-1310 Telephone number: (646) 282-8563 E-mail address: dfitzpatrick@tyco.com

GUARANTOR SENSORMATIC ELECTRONICS CORPORATION
By: /s/ Scott Stevenson ----------------------------------------Name: Scott Stevenson Title: Vice President

GUARANTOR SCOTT TECHNOLOGIES, INC.
By: /s/ Scott Stevenson ----------------------------------------Name: Scott Stevenson Title: Vice President

GUARANTOR

GUARANTOR TYCO INTERNATIONAL LTD.
By: /s/ David J. FitzPatrick ----------------------------------------Name: David J. FitzPatrick Title: Executive Vice President and Chief Financial Officer

Address: The Zurich Center, 2nd Floor 90 Pitts Bay Road Pembroke HM08 Bermuda Facsimile number: (212) 424-1310 Telephone number: (646) 282-8563 E-mail address: dfitzpatrick@tyco.com

GUARANTOR SENSORMATIC ELECTRONICS CORPORATION
By: /s/ Scott Stevenson ----------------------------------------Name: Scott Stevenson Title: Vice President

GUARANTOR SCOTT TECHNOLOGIES, INC.
By: /s/ Scott Stevenson ----------------------------------------Name: Scott Stevenson Title: Vice President

GUARANTOR INNERDYNE, INC.
By: /s/ Scott Stevenson ----------------------------------------Name: Scott Stevenson Title: Vice President

BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ John W. Pocalyko ------------------------------------------Name: John W. Pocalyko Title: Managing Director

GUARANTOR SENSORMATIC ELECTRONICS CORPORATION
By: /s/ Scott Stevenson ----------------------------------------Name: Scott Stevenson Title: Vice President

GUARANTOR SCOTT TECHNOLOGIES, INC.
By: /s/ Scott Stevenson ----------------------------------------Name: Scott Stevenson Title: Vice President

GUARANTOR INNERDYNE, INC.
By: /s/ Scott Stevenson ----------------------------------------Name: Scott Stevenson Title: Vice President

BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ John W. Pocalyko ------------------------------------------Name: John W. Pocalyko Title: Managing Director

MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent
By:/s/ Jaap L. Tonckens ------------------------------------------Name: Jaap L. Tonckens Title: Vice President

JPMORGAN CHASE BANK, as Documentation Agent
By:/s/ Robert T. Sacks ------------------------------------------Name: Robert T. Sacks

GUARANTOR SCOTT TECHNOLOGIES, INC.
By: /s/ Scott Stevenson ----------------------------------------Name: Scott Stevenson Title: Vice President

GUARANTOR INNERDYNE, INC.
By: /s/ Scott Stevenson ----------------------------------------Name: Scott Stevenson Title: Vice President

BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ John W. Pocalyko ------------------------------------------Name: John W. Pocalyko Title: Managing Director

MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent
By:/s/ Jaap L. Tonckens ------------------------------------------Name: Jaap L. Tonckens Title: Vice President

JPMORGAN CHASE BANK, as Documentation Agent
By:/s/ Robert T. Sacks ------------------------------------------Name: Robert T. Sacks Title: Managing Director

BANK OF AMERICA, N.A.
By: /s/ John W. Pocalyko ------------------------------------------Name: John W. Pocalyko Title: Managing Director

GUARANTOR INNERDYNE, INC.
By: /s/ Scott Stevenson ----------------------------------------Name: Scott Stevenson Title: Vice President

BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ John W. Pocalyko ------------------------------------------Name: John W. Pocalyko Title: Managing Director

MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent
By:/s/ Jaap L. Tonckens ------------------------------------------Name: Jaap L. Tonckens Title: Vice President

JPMORGAN CHASE BANK, as Documentation Agent
By:/s/ Robert T. Sacks ------------------------------------------Name: Robert T. Sacks Title: Managing Director

BANK OF AMERICA, N.A.
By: /s/ John W. Pocalyko ------------------------------------------Name: John W. Pocalyko Title: Managing Director

MORGAN STANLEY SENIOR FUNDING, INC.
By:/s/ Jaap L. Tonckens ------------------------------------------Name: Jaap L. Tonckens Title: Vice President

BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ John W. Pocalyko ------------------------------------------Name: John W. Pocalyko Title: Managing Director

MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent
By:/s/ Jaap L. Tonckens ------------------------------------------Name: Jaap L. Tonckens Title: Vice President

JPMORGAN CHASE BANK, as Documentation Agent
By:/s/ Robert T. Sacks ------------------------------------------Name: Robert T. Sacks Title: Managing Director

BANK OF AMERICA, N.A.
By: /s/ John W. Pocalyko ------------------------------------------Name: John W. Pocalyko Title: Managing Director

MORGAN STANLEY SENIOR FUNDING, INC.
By:/s/ Jaap L. Tonckens ------------------------------------------Name: Jaap L. Tonckens Title: Vice President

Citicorp North America, Inc.
By:/s/ Stuart G. Miller ------------------------------------------Name: STUART G. MILLER Title: ATTORNEY-IN-FACT

MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent
By:/s/ Jaap L. Tonckens ------------------------------------------Name: Jaap L. Tonckens Title: Vice President

JPMORGAN CHASE BANK, as Documentation Agent
By:/s/ Robert T. Sacks ------------------------------------------Name: Robert T. Sacks Title: Managing Director

BANK OF AMERICA, N.A.
By: /s/ John W. Pocalyko ------------------------------------------Name: John W. Pocalyko Title: Managing Director

MORGAN STANLEY SENIOR FUNDING, INC.
By:/s/ Jaap L. Tonckens ------------------------------------------Name: Jaap L. Tonckens Title: Vice President

Citicorp North America, Inc.
By:/s/ Stuart G. Miller ------------------------------------------Name: STUART G. MILLER Title: ATTORNEY-IN-FACT

CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH
By:/s/ Robert Hetu ------------------------------------------Name: Robert Hetu Title: Director By:/s/ Doreen Welch

JPMORGAN CHASE BANK, as Documentation Agent
By:/s/ Robert T. Sacks ------------------------------------------Name: Robert T. Sacks Title: Managing Director

BANK OF AMERICA, N.A.
By: /s/ John W. Pocalyko ------------------------------------------Name: John W. Pocalyko Title: Managing Director

MORGAN STANLEY SENIOR FUNDING, INC.
By:/s/ Jaap L. Tonckens ------------------------------------------Name: Jaap L. Tonckens Title: Vice President

Citicorp North America, Inc.
By:/s/ Stuart G. Miller ------------------------------------------Name: STUART G. MILLER Title: ATTORNEY-IN-FACT

CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH
By:/s/ Robert Hetu ------------------------------------------Name: Robert Hetu Title: Director By:/s/ Doreen Welch ------------------------------------------Name: Doreen Welch Title: Associate

GOLDMAN SACHS CREDIT PARTNERS, L.P.
By:/s/ Stephen P. Hickey -------------------------------------------

BANK OF AMERICA, N.A.
By: /s/ John W. Pocalyko ------------------------------------------Name: John W. Pocalyko Title: Managing Director

MORGAN STANLEY SENIOR FUNDING, INC.
By:/s/ Jaap L. Tonckens ------------------------------------------Name: Jaap L. Tonckens Title: Vice President

Citicorp North America, Inc.
By:/s/ Stuart G. Miller ------------------------------------------Name: STUART G. MILLER Title: ATTORNEY-IN-FACT

CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH
By:/s/ Robert Hetu ------------------------------------------Name: Robert Hetu Title: Director By:/s/ Doreen Welch ------------------------------------------Name: Doreen Welch Title: Associate

GOLDMAN SACHS CREDIT PARTNERS, L.P.
By:/s/ Stephen P. Hickey ------------------------------------------Name: STEPHEN P. HICKEY Title: AUTHORIZED SlGNATORY

JPMORGAN CHASE BANK
By:/s/ Robert T. Sacks -------------------------------------------

MORGAN STANLEY SENIOR FUNDING, INC.
By:/s/ Jaap L. Tonckens ------------------------------------------Name: Jaap L. Tonckens Title: Vice President

Citicorp North America, Inc.
By:/s/ Stuart G. Miller ------------------------------------------Name: STUART G. MILLER Title: ATTORNEY-IN-FACT

CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH
By:/s/ Robert Hetu ------------------------------------------Name: Robert Hetu Title: Director By:/s/ Doreen Welch ------------------------------------------Name: Doreen Welch Title: Associate

GOLDMAN SACHS CREDIT PARTNERS, L.P.
By:/s/ Stephen P. Hickey ------------------------------------------Name: STEPHEN P. HICKEY Title: AUTHORIZED SlGNATORY

JPMORGAN CHASE BANK
By:/s/ Robert T. Sacks ------------------------------------------Name: Robert T. Sacks Title: Managing Director

ABN AMRO BANK N.V.
By:/s/ Andre Nel -------------------------------------------

Citicorp North America, Inc.
By:/s/ Stuart G. Miller ------------------------------------------Name: STUART G. MILLER Title: ATTORNEY-IN-FACT

CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH
By:/s/ Robert Hetu ------------------------------------------Name: Robert Hetu Title: Director By:/s/ Doreen Welch ------------------------------------------Name: Doreen Welch Title: Associate

GOLDMAN SACHS CREDIT PARTNERS, L.P.
By:/s/ Stephen P. Hickey ------------------------------------------Name: STEPHEN P. HICKEY Title: AUTHORIZED SlGNATORY

JPMORGAN CHASE BANK
By:/s/ Robert T. Sacks ------------------------------------------Name: Robert T. Sacks Title: Managing Director

ABN AMRO BANK N.V.
By:/s/ Andre Nel ------------------------------------------Name: Andre Nel Title: Executive Vice President

By:/s/ James Kreitler ------------------------------------------Name: James Kreitler Title: Senior Vice President

CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH
By:/s/ Robert Hetu ------------------------------------------Name: Robert Hetu Title: Director By:/s/ Doreen Welch ------------------------------------------Name: Doreen Welch Title: Associate

GOLDMAN SACHS CREDIT PARTNERS, L.P.
By:/s/ Stephen P. Hickey ------------------------------------------Name: STEPHEN P. HICKEY Title: AUTHORIZED SlGNATORY

JPMORGAN CHASE BANK
By:/s/ Robert T. Sacks ------------------------------------------Name: Robert T. Sacks Title: Managing Director

ABN AMRO BANK N.V.
By:/s/ Andre Nel ------------------------------------------Name: Andre Nel Title: Executive Vice President

By:/s/ James Kreitler ------------------------------------------Name: James Kreitler Title: Senior Vice President

CREDIT LYONNAIS NEW YORK BRANCH
By:/s/ Scott R. Chappelka ------------------------------------------Name: Scott R. Chappelka Title: Vice President

GOLDMAN SACHS CREDIT PARTNERS, L.P.
By:/s/ Stephen P. Hickey ------------------------------------------Name: STEPHEN P. HICKEY Title: AUTHORIZED SlGNATORY

JPMORGAN CHASE BANK
By:/s/ Robert T. Sacks ------------------------------------------Name: Robert T. Sacks Title: Managing Director

ABN AMRO BANK N.V.
By:/s/ Andre Nel ------------------------------------------Name: Andre Nel Title: Executive Vice President

By:/s/ James Kreitler ------------------------------------------Name: James Kreitler Title: Senior Vice President

CREDIT LYONNAIS NEW YORK BRANCH
By:/s/ Scott R. Chappelka ------------------------------------------Name: Scott R. Chappelka Title: Vice President

SOCIETE GENERALE
By:/s/ Ambrish D. Thanawala ------------------------------------------Name: Ambrish D. Thanawala Title: Director, Corporate Banking

UBS AG, STAMFORD BRANCH
By:/s/ Wilfred V. Saint -------------------------------------------

JPMORGAN CHASE BANK
By:/s/ Robert T. Sacks ------------------------------------------Name: Robert T. Sacks Title: Managing Director

ABN AMRO BANK N.V.
By:/s/ Andre Nel ------------------------------------------Name: Andre Nel Title: Executive Vice President

By:/s/ James Kreitler ------------------------------------------Name: James Kreitler Title: Senior Vice President

CREDIT LYONNAIS NEW YORK BRANCH
By:/s/ Scott R. Chappelka ------------------------------------------Name: Scott R. Chappelka Title: Vice President

SOCIETE GENERALE
By:/s/ Ambrish D. Thanawala ------------------------------------------Name: Ambrish D. Thanawala Title: Director, Corporate Banking

UBS AG, STAMFORD BRANCH
By:/s/ Wilfred V. Saint ------------------------------------------Name: Wilfred V. Saint Title: Associate Director Banking Products Services, US

By:/s/ Luke Goldsworthy ------------------------------------------Name: Luke Goldsworthy Title: Associate Director Banking Products Services, US

ABN AMRO BANK N.V.
By:/s/ Andre Nel ------------------------------------------Name: Andre Nel Title: Executive Vice President

By:/s/ James Kreitler ------------------------------------------Name: James Kreitler Title: Senior Vice President

CREDIT LYONNAIS NEW YORK BRANCH
By:/s/ Scott R. Chappelka ------------------------------------------Name: Scott R. Chappelka Title: Vice President

SOCIETE GENERALE
By:/s/ Ambrish D. Thanawala ------------------------------------------Name: Ambrish D. Thanawala Title: Director, Corporate Banking

UBS AG, STAMFORD BRANCH
By:/s/ Wilfred V. Saint ------------------------------------------Name: Wilfred V. Saint Title: Associate Director Banking Products Services, US

By:/s/ Luke Goldsworthy ------------------------------------------Name: Luke Goldsworthy Title: Associate Director Banking Products Services, US

SCHEDULE I PRICING SCHEDULE The "EURO-DOLLAR MARGIN" and "BASE RATE MARGIN" for any day are the percentages set forth below in the applicable row and column based upon the Status that exists on such day:

CREDIT LYONNAIS NEW YORK BRANCH
By:/s/ Scott R. Chappelka ------------------------------------------Name: Scott R. Chappelka Title: Vice President

SOCIETE GENERALE
By:/s/ Ambrish D. Thanawala ------------------------------------------Name: Ambrish D. Thanawala Title: Director, Corporate Banking

UBS AG, STAMFORD BRANCH
By:/s/ Wilfred V. Saint ------------------------------------------Name: Wilfred V. Saint Title: Associate Director Banking Products Services, US

By:/s/ Luke Goldsworthy ------------------------------------------Name: Luke Goldsworthy Title: Associate Director Banking Products Services, US

SCHEDULE I PRICING SCHEDULE The "EURO-DOLLAR MARGIN" and "BASE RATE MARGIN" for any day are the percentages set forth below in the applicable row and column based upon the Status that exists on such day:
STATUS -----EURO-DOLLAR MARGIN:......................................... BASE RATE MARGIN:........................................... LEVEL I -------1.75% .75% LEVEL II -------2.50% 1.50% LEVEL III --------3.25% 2.25%

For purposes of this Schedule, the following terms have the following meanings, subject to the concluding paragraph of this Schedule: "LEVEL I STATUS" exists at any date if, at such date, the Borrower's Debt Securities are rated BBB or higher by S&P and Baa2 or higher by Moody's. "LEVEL II STATUS" exists at any date if, at such date, (i) the Borrower's Debt Securities are rated BBB- or higher by S&P and Baa3 or higher by Moody's and (ii) Level I Status does not exist.

SOCIETE GENERALE
By:/s/ Ambrish D. Thanawala ------------------------------------------Name: Ambrish D. Thanawala Title: Director, Corporate Banking

UBS AG, STAMFORD BRANCH
By:/s/ Wilfred V. Saint ------------------------------------------Name: Wilfred V. Saint Title: Associate Director Banking Products Services, US

By:/s/ Luke Goldsworthy ------------------------------------------Name: Luke Goldsworthy Title: Associate Director Banking Products Services, US

SCHEDULE I PRICING SCHEDULE The "EURO-DOLLAR MARGIN" and "BASE RATE MARGIN" for any day are the percentages set forth below in the applicable row and column based upon the Status that exists on such day:
STATUS -----EURO-DOLLAR MARGIN:......................................... BASE RATE MARGIN:........................................... LEVEL I -------1.75% .75% LEVEL II -------2.50% 1.50% LEVEL III --------3.25% 2.25%

For purposes of this Schedule, the following terms have the following meanings, subject to the concluding paragraph of this Schedule: "LEVEL I STATUS" exists at any date if, at such date, the Borrower's Debt Securities are rated BBB or higher by S&P and Baa2 or higher by Moody's. "LEVEL II STATUS" exists at any date if, at such date, (i) the Borrower's Debt Securities are rated BBB- or higher by S&P and Baa3 or higher by Moody's and (ii) Level I Status does not exist. "LEVEL III STATUS" exists at any date if, at such date, the Borrower's Debt Securities are rated BB+ or lower by S&P or Ba1 or lower by Moody's. "STATUS" refers to the determination of which of Level I Status, Level II Status or Level III Status exists at any date. The credit ratings to be utilized for purposes of this Schedule are those assigned to the Borrower's Debt Securities, and any rate assigned to any other debt security of the Borrower shall be disregarded. The rating in effect at any date is that in effect at the close of business on such date. If the Borrower is split-rated and the ratings differential is one notch, the status applicable to the lower of the two ratings will apply (E.G., BBB-/Ba1 is

UBS AG, STAMFORD BRANCH
By:/s/ Wilfred V. Saint ------------------------------------------Name: Wilfred V. Saint Title: Associate Director Banking Products Services, US

By:/s/ Luke Goldsworthy ------------------------------------------Name: Luke Goldsworthy Title: Associate Director Banking Products Services, US

SCHEDULE I PRICING SCHEDULE The "EURO-DOLLAR MARGIN" and "BASE RATE MARGIN" for any day are the percentages set forth below in the applicable row and column based upon the Status that exists on such day:
STATUS -----EURO-DOLLAR MARGIN:......................................... BASE RATE MARGIN:........................................... LEVEL I -------1.75% .75% LEVEL II -------2.50% 1.50% LEVEL III --------3.25% 2.25%

For purposes of this Schedule, the following terms have the following meanings, subject to the concluding paragraph of this Schedule: "LEVEL I STATUS" exists at any date if, at such date, the Borrower's Debt Securities are rated BBB or higher by S&P and Baa2 or higher by Moody's. "LEVEL II STATUS" exists at any date if, at such date, (i) the Borrower's Debt Securities are rated BBB- or higher by S&P and Baa3 or higher by Moody's and (ii) Level I Status does not exist. "LEVEL III STATUS" exists at any date if, at such date, the Borrower's Debt Securities are rated BB+ or lower by S&P or Ba1 or lower by Moody's. "STATUS" refers to the determination of which of Level I Status, Level II Status or Level III Status exists at any date. The credit ratings to be utilized for purposes of this Schedule are those assigned to the Borrower's Debt Securities, and any rate assigned to any other debt security of the Borrower shall be disregarded. The rating in effect at any date is that in effect at the close of business on such date. If the Borrower is split-rated and the ratings differential is one notch, the status applicable to the lower of the two ratings will apply (E.G., BBB-/Ba1 is treated as BB+/Ba1). If the Borrower is split-rated and the rating differential is more than one notch, the status applicable to the rating that is one notch higher than the lower of the two ratings will apply (E.G., BBB/Ba1 is treated as BBB-/Baa3).

SCHEDULE II TO THE CREDIT AGREEMENT COMMITMENTS

SCHEDULE I PRICING SCHEDULE The "EURO-DOLLAR MARGIN" and "BASE RATE MARGIN" for any day are the percentages set forth below in the applicable row and column based upon the Status that exists on such day:
STATUS -----EURO-DOLLAR MARGIN:......................................... BASE RATE MARGIN:........................................... LEVEL I -------1.75% .75% LEVEL II -------2.50% 1.50% LEVEL III --------3.25% 2.25%

For purposes of this Schedule, the following terms have the following meanings, subject to the concluding paragraph of this Schedule: "LEVEL I STATUS" exists at any date if, at such date, the Borrower's Debt Securities are rated BBB or higher by S&P and Baa2 or higher by Moody's. "LEVEL II STATUS" exists at any date if, at such date, (i) the Borrower's Debt Securities are rated BBB- or higher by S&P and Baa3 or higher by Moody's and (ii) Level I Status does not exist. "LEVEL III STATUS" exists at any date if, at such date, the Borrower's Debt Securities are rated BB+ or lower by S&P or Ba1 or lower by Moody's. "STATUS" refers to the determination of which of Level I Status, Level II Status or Level III Status exists at any date. The credit ratings to be utilized for purposes of this Schedule are those assigned to the Borrower's Debt Securities, and any rate assigned to any other debt security of the Borrower shall be disregarded. The rating in effect at any date is that in effect at the close of business on such date. If the Borrower is split-rated and the ratings differential is one notch, the status applicable to the lower of the two ratings will apply (E.G., BBB-/Ba1 is treated as BB+/Ba1). If the Borrower is split-rated and the rating differential is more than one notch, the status applicable to the rating that is one notch higher than the lower of the two ratings will apply (E.G., BBB/Ba1 is treated as BBB-/Baa3).

SCHEDULE II TO THE CREDIT AGREEMENT COMMITMENTS
BANK ---Bank of America, N.A........................................ Morgan Stanley Senior Funding, Inc.......................... JPMorgan Chase Bank......................................... Citicorp North America, Inc................................. Goldman Sachs Credit Partners L.P........................... Credit Suisse First Boston, Cayman Island Branch............ ABN AMRO Bank N.V........................................... Credit Lyonnais New York Branch............................. Societe Generale............................................ COMMITMENT ----------------$ 183,333,333.34 $ $ $ $ $ $ $ $ 183,333,333.34 183,333,333.33 183,333,333.33 183,333,333.33 183,333,333.33 100,000,000.00 100,000,000.00 100,000,000.00

SCHEDULE II TO THE CREDIT AGREEMENT COMMITMENTS
BANK ---Bank of America, N.A........................................ Morgan Stanley Senior Funding, Inc.......................... JPMorgan Chase Bank......................................... Citicorp North America, Inc................................. Goldman Sachs Credit Partners L.P........................... Credit Suisse First Boston, Cayman Island Branch............ ABN AMRO Bank N.V........................................... Credit Lyonnais New York Branch............................. Societe Generale............................................ UBS AG. Stamford Branch..................................... COMMITMENT ----------------$ 183,333,333.34 $ $ $ $ $ $ $ $ 183,333,333.34 183,333,333.33 183,333,333.33 183,333,333.33 183,333,333.33 100,000,000.00 100,000,000.00 100,000,000.00

$ 100,000,000.00 ----------------$1,500,000,000.00

TOTAL.......................................................

SCHEDULE III EXISTING LETTERS OF CREDIT None.

SCHEDULE 4.05 EXISTING LITIGATION None.

SCHEDULE 9.01 TO THE CREDIT AGREEMENT ADMINISTRATIVE AGENT'S OFFICE, CERTAIN ADDRESSES FOR NOTICES ADMINISTRATIVE AGENT/CO-AGENT ADMINISTRATIVE AGENT'S OFFICE (FOR PAYMENTS AND REQUESTS FOR CREDIT EXTENSIONS) BANK OF AMERICA, N.A. One Independence Center 101 North Tryon Street Mail Code: NC1-001-15-04

SCHEDULE III EXISTING LETTERS OF CREDIT None.

SCHEDULE 4.05 EXISTING LITIGATION None.

SCHEDULE 9.01 TO THE CREDIT AGREEMENT ADMINISTRATIVE AGENT'S OFFICE, CERTAIN ADDRESSES FOR NOTICES ADMINISTRATIVE AGENT/CO-AGENT ADMINISTRATIVE AGENT'S OFFICE (FOR PAYMENTS AND REQUESTS FOR CREDIT EXTENSIONS) BANK OF AMERICA, N.A. One Independence Center 101 North Tryon Street Mail Code: NC1-001-15-04 Charlotte, NC 28255 Attn: Jennifer Thompson Phone: (704) 388-1558 Fax: (704) 409-0024 E-mail: jennifer.g.thompson@bankofamerica.com Account No.: 1366212250600 Account Name: Corporate Credit Support Ref: Tyco International ABA# 053000196 OTHER NOTICES AS ADMINISTRATIVE AGENT BANK OF AMERICA, N.A. One Independence Center 101 North Tryon Street Mail Code: NC1-001-08-19 Charlotte, NC 28255 Attn: Kimberly Williams Phone: (704) 387-5451 Fax: (704) 409-0650 E-mail: kim.williams@bankofamerica.com SYNDICATION AGENT/CO-AGENT MORGAN STANLEY SENIOR FUNDING, INC. 1633 Broadway--25th Floor New York, NY 10019 Attn: Larry Benison--Loan Administration Phone: (212) 537-1439 Fax: (212) 537-1867 / 1866 E-mail: larry.benison@morganstanley.com

SCHEDULE 4.05 EXISTING LITIGATION None.

SCHEDULE 9.01 TO THE CREDIT AGREEMENT ADMINISTRATIVE AGENT'S OFFICE, CERTAIN ADDRESSES FOR NOTICES ADMINISTRATIVE AGENT/CO-AGENT ADMINISTRATIVE AGENT'S OFFICE (FOR PAYMENTS AND REQUESTS FOR CREDIT EXTENSIONS) BANK OF AMERICA, N.A. One Independence Center 101 North Tryon Street Mail Code: NC1-001-15-04 Charlotte, NC 28255 Attn: Jennifer Thompson Phone: (704) 388-1558 Fax: (704) 409-0024 E-mail: jennifer.g.thompson@bankofamerica.com Account No.: 1366212250600 Account Name: Corporate Credit Support Ref: Tyco International ABA# 053000196 OTHER NOTICES AS ADMINISTRATIVE AGENT BANK OF AMERICA, N.A. One Independence Center 101 North Tryon Street Mail Code: NC1-001-08-19 Charlotte, NC 28255 Attn: Kimberly Williams Phone: (704) 387-5451 Fax: (704) 409-0650 E-mail: kim.williams@bankofamerica.com SYNDICATION AGENT/CO-AGENT MORGAN STANLEY SENIOR FUNDING, INC. 1633 Broadway--25th Floor New York, NY 10019 Attn: Larry Benison--Loan Administration Phone: (212) 537-1439 Fax: (212) 537-1867 / 1866 E-mail: larry.benison@morganstanley.com L/C ISSUERS BANK OF AMERICA, N.A. Trade Operations Center--Chicago 231 S La Salle St. Mail Code: IL1-231-17-00 Chicago, IL 60697 Attn: Samuel Perez--Assistant Vice President Phone: (312) 923-5933

SCHEDULE 9.01 TO THE CREDIT AGREEMENT ADMINISTRATIVE AGENT'S OFFICE, CERTAIN ADDRESSES FOR NOTICES ADMINISTRATIVE AGENT/CO-AGENT ADMINISTRATIVE AGENT'S OFFICE (FOR PAYMENTS AND REQUESTS FOR CREDIT EXTENSIONS) BANK OF AMERICA, N.A. One Independence Center 101 North Tryon Street Mail Code: NC1-001-15-04 Charlotte, NC 28255 Attn: Jennifer Thompson Phone: (704) 388-1558 Fax: (704) 409-0024 E-mail: jennifer.g.thompson@bankofamerica.com Account No.: 1366212250600 Account Name: Corporate Credit Support Ref: Tyco International ABA# 053000196 OTHER NOTICES AS ADMINISTRATIVE AGENT BANK OF AMERICA, N.A. One Independence Center 101 North Tryon Street Mail Code: NC1-001-08-19 Charlotte, NC 28255 Attn: Kimberly Williams Phone: (704) 387-5451 Fax: (704) 409-0650 E-mail: kim.williams@bankofamerica.com SYNDICATION AGENT/CO-AGENT MORGAN STANLEY SENIOR FUNDING, INC. 1633 Broadway--25th Floor New York, NY 10019 Attn: Larry Benison--Loan Administration Phone: (212) 537-1439 Fax: (212) 537-1867 / 1866 E-mail: larry.benison@morganstanley.com L/C ISSUERS BANK OF AMERICA, N.A. Trade Operations Center--Chicago 231 S La Salle St. Mail Code: IL1-231-17-00 Chicago, IL 60697 Attn: Samuel Perez--Assistant Vice President Phone: (312) 923-5933 Fax: (312) 974-0142 E-mail: samuel.perez@bankofamerica.com

[Complete for other L/C Issuers Name of L/C Issuer Street Address

[Complete for other L/C Issuers Name of L/C Issuer Street Address Mail Code: Attn: Phone: Fax: E-mail:] PARENT SUBSIDIARY GUARANTORS SENSORMATIC ELECTRONICS CORPORATION c/o Tyco International (US) Inc. 273 Corporate Drive Portsmouth, NH 03801-6807 Attention: Patricia Travis Tel: (603) 334-3984 Fax: (603) 334-3986 E-mail: ptravis@tyco.com With a copy to: Martina Hund-Mejean, Treasurer Tyco International (US) Inc. 9 West 57th Street, 43rd Floor New York, NY 10019 Tel: (212) 424-1355 Fax: (646) 282-8526 E-mail: mhundmejean@tyco.com SCOTT TECHNOLOGIES, INC. c/o Tyco International (US) Inc. 273 Corporate Drive Portsmouth, NH 03801-6807 Attention: Patricia Travis Tel: (603) 334-3984 Fax: (603) 334-3986 E-mail: ptravis@tyco.com With a copy to: Martina Hund-Mejean, Treasurer Tyco International (US) Inc. 9 West 57th Street, 43rd Floor New York, NY 10019 Tel: (212) 424-1355 Fax: (646) 282-8526 E-mail: mhundmejean@tyco.com 2

INNERDYNE, INC. c/o U.S. Surgical Legal Department 150 Glover Avenue Norwalk, CT 06856 Attention: Robin O. Roscillo Tel: (203) 845-4306 Fax: (203-845-1566 E-mail: robin.roscillo@ussurg.com

INNERDYNE, INC. c/o U.S. Surgical Legal Department 150 Glover Avenue Norwalk, CT 06856 Attention: Robin O. Roscillo Tel: (203) 845-4306 Fax: (203-845-1566 E-mail: robin.roscillo@ussurg.com With a copy to: Martina Hund-Mejean, Treasurer Tyco International (US) Inc. 9 West 57th Street, 43rd Floor New York, NY 10019 Tel: (212) 424-1355 Fax: (646) 282-8526 E-mail: mhundmejean@tyco.com 3

Exhibit 10.3 TYCO DEFERRED COMPENSATION PLAN Effective April 1, 1994 As amended through June 2002 PURPOSE The purpose of this Plan is to provide specified benefits to a select group of management and highly compensated employees who contribute materially to the continued growth, development and future business success of Tyco International Ltd., a Bermuda corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. ARTICLE 1 DEFINITIONS For purposes hereof, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings: 1.1 "Account Balance" shall mean (i) the sum of the Deferral Amount, the Matching Amount, and amounts credited or debited in accordance with all the applicable crediting and debiting provisions of the Plan, less (ii) all distributions. This Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant pursuant to this Plan. 1.2 "Annual Deferral Amount" shall mean that portion of a Participant's Base Annual Salary, Commissions and Bonus that a Participant elects to have and is actually deferred, in accordance with Article 3, for any one Plan Year. In the event of Retirement, Disability, death or a Termination of Employment prior to the end of a Plan Year, such year's Annual Deferral Amount shall be the actual amount withheld prior to such event. 1.3 "Annual Installment Method" shall mean an annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: The Account Balance of the Participant shall be calculated as of the close of business on the last business day of the calendar year. The annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one, and the denominator of which is the remaining number of annual payments due the Participant. By way of example, if the Participant elects a 10 year Annual Installment Method, the first payment shall be 1/10 of the Account Balance, calculated as

Exhibit 10.3 TYCO DEFERRED COMPENSATION PLAN Effective April 1, 1994 As amended through June 2002 PURPOSE The purpose of this Plan is to provide specified benefits to a select group of management and highly compensated employees who contribute materially to the continued growth, development and future business success of Tyco International Ltd., a Bermuda corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. ARTICLE 1 DEFINITIONS For purposes hereof, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings: 1.1 "Account Balance" shall mean (i) the sum of the Deferral Amount, the Matching Amount, and amounts credited or debited in accordance with all the applicable crediting and debiting provisions of the Plan, less (ii) all distributions. This Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant pursuant to this Plan. 1.2 "Annual Deferral Amount" shall mean that portion of a Participant's Base Annual Salary, Commissions and Bonus that a Participant elects to have and is actually deferred, in accordance with Article 3, for any one Plan Year. In the event of Retirement, Disability, death or a Termination of Employment prior to the end of a Plan Year, such year's Annual Deferral Amount shall be the actual amount withheld prior to such event. 1.3 "Annual Installment Method" shall mean an annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: The Account Balance of the Participant shall be calculated as of the close of business on the last business day of the calendar year. The annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one, and the denominator of which is the remaining number of annual payments due the Participant. By way of example, if the Participant elects a 10 year Annual Installment Method, the first payment shall be 1/10 of the Account Balance, calculated as described in this definition. The following year, the payment shall be 1/9 of the Account Balance, calculated as described in this definition. Investment results shall not be added to the amount of each annual installment provided the installment is paid within 60 days of the applicable January 1. 1.4 "Annual Matching Amount" shall mean, with respect to a Participant for any one Plan Year, any amount credited by the Company to a Participant's Matching Amount in accordance with Section 3.7 below. 1.5 "Base Annual Salary" shall mean the annual compensation, excluding bonuses, commissions, overtime, incentive payments, non-monetary awards, directors fees and other fees, relocation expenses, auto allowances and imputed income from group term life insurance, paid to or on

behalf of a Participant for employment services rendered to any Employer, before reduction for compensation deferred pursuant to all qualified, nonqualified and Code Section 125 plans of any Employer. With respect to a Participant who is a Shared Services Employee, his Base Annual Salary, for purposes of the Plan, shall include amounts received from the Affiliated Company. 1.6 "Beneficiary" shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 9, that are entitled to receive benefits under this Plan upon the death of a Participant.

behalf of a Participant for employment services rendered to any Employer, before reduction for compensation deferred pursuant to all qualified, nonqualified and Code Section 125 plans of any Employer. With respect to a Participant who is a Shared Services Employee, his Base Annual Salary, for purposes of the Plan, shall include amounts received from the Affiliated Company. 1.6 "Beneficiary" shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 9, that are entitled to receive benefits under this Plan upon the death of a Participant. "Bonus" shall mean any cash compensation, in addition to Base Annual Salary and Commissions, paid to a Participant as an employee under the Employer's bonus and incentive plans, excluding all stock incentive plans and special or one-time bonus payments. With respect to a Participant who is a Shared Services Employee, his/her Bonus, for purposes of the Plan, shall include amounts received from the Affiliated Company. "Beneficiary Designation Form" shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries. "Board" shall mean the board of directors of TIL. "Change In Control" shall mean the first to occur of any of the following events: (a) Any "person" (as that term is used in Section 13 and 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act")) becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 30% or more of TIL's capital stock entitled to vote in the election of directors; During any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors of TIL cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by TIL's shareholders of each new director was approved by a vote of at least three-quarters of the directors still in office who were directors at the beginning of the period; The shareholders of TIL approve any consolidation or merger of, other than a merger of TIL in which the holders of the common stock of TIL immediately prior to the merger hold more than 50% of the common stock of the surviving corporation immediately after the merger; The shareholders of TIL approve any plan or proposal for the liquidation or dissolution of the TIL; or Substantially all of the assets of TIL are sold or otherwise transferred to parties that are not within a "controlled group of corporations" (as defined in Section 1563 of the Internal Revenue Code of 1986, as amended) in which TIL is a member.

1.7

1.8

1.9 1.10

(b)

(c)

(d)

(e)

2
1.11 1.12 1.13 "Claimant" shall have the meaning set forth in Section 14.1. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Commissions" shall mean the commissions paid to a Participant for employment services rendered to any Employer before reduction for commissions deferred pursuant to all qualified, non-qualified and Code Section 125 plans of any Employer. "Committee" shall mean the administrative committee appointed to manage and administer the Plan in accordance with its provisions pursuant to Article 12.

1.14

1.11 1.12 1.13

"Claimant" shall have the meaning set forth in Section 14.1. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Commissions" shall mean the commissions paid to a Participant for employment services rendered to any Employer before reduction for commissions deferred pursuant to all qualified, non-qualified and Code Section 125 plans of any Employer. "Committee" shall mean the administrative committee appointed to manage and administer the Plan in accordance with its provisions pursuant to Article 12. "Company" shall mean TME Management Corp., a Delaware corporation, and any other entities with employees paid on a U.S. payroll and that are commonly controlled directly or indirectly by TIL. "Deferral Amount" shall mean the sum of all of a Participant's Annual Deferral Amounts. "Disability" shall mean a period of disability during which a Participant qualifies for benefits under the Participant's Employer's short or long-term disability plan or, if a Participant does not participate in such a plan, a period of disability during which the Participant would have qualified for benefits under such a plan had the Participant been a participant in such a plan, as determined in the sole discretion of the Committee. If the Participant's Employer does not sponsor such a plan at the time that a determination of a Disability is to be made, a Disability shall be determined by the Committee in its sole discretion. "Disability Benefit" shall mean the benefit set forth in Article 8. "Election Form" shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan. "Employer" shall mean the Company and/or any of its subsidiaries or divisions of TIL that have been selected by the Board or Committee to participate in the Plan. "Enhanced Moody's Rate" shall mean an interest rate determined and announced by the Committee before the Plan Year for which it is to be used that is equal to the sum of (a) an interest rate that (i) is published in Moody's Bond Record under the heading of "Moody's Corporate Bond Yield Averages - Av. Corp," and (ii) is equal to the average corporate bond yield most recently published as of the Fiscal Year preceding the year for which the rate is to be used, and (b) an interest rate, if any, determined by the Committee, in its sole discretion, which rate shall be determined and announced before the commencement of the Plan Year for which the rate applies, and which may be zero for any Plan Year. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as may be amended from time to time. "Grandfathered Participant" shall have that meaning as set forth in Section 3.5(f)(ii). "Matching Amount" shall mean the sum of all of a Participant's Annual Matching Amounts.

1.14

1.15

1.16

1.17

1.18 1.19

1.20

1.21

1.22

1.23

1.24

3
1.25 "Participant" shall mean any employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, (v) who commences participation in the Plan on his or her Plan Entry Date, and (vi) whose Plan Agreement has not terminated. As of the effective date of the Deferred Compensation Plan established by an Affiliated Company,

1.25

"Participant" shall mean any employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, (v) who commences participation in the Plan on his or her Plan Entry Date, and (vi) whose Plan Agreement has not terminated. As of the effective date of the Deferred Compensation Plan established by an Affiliated Company, all Participants who are employed by such Affiliated Company and who are not Shared Services Employees shall no longer be eligible to participate in this Plan and their account balances under this Plan shall automatically be credited to the Deferral Accounts of such Participants in the Deferred Compensation Plan established by the Affiliated Company. "Plan" shall mean the Company's Deferred Compensation Plan, which shall be evidenced by this instrument and by each Plan Agreement, as amended from time to time. "Plan Agreement" shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Plan Agreement executed by a Participant shall provide for the entire benefit to which such Participant is entitled to under the Plan, and the Plan Agreement bearing the latest date of acceptance by the Committee shall govern such entitlement. "Plan Entry Date" shall mean one of two dates in any Plan Year on which an employee selected by the Committee to participate in the Plan is eligible to commence participation in the Plan in accordance with Article 2. The two entry dates are January 1 and July 1. "Plan Year" shall, for the first Plan Year, begin on April 1, 1994, and end on December 31, 1994. For each Plan Year thereafter, the Plan Year shall begin on January 1 of each year and continue through December 31. "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in Article 6. "Retirement", "Retires" or "Retired" shall mean severance from employment from all Employers for any reason other than a leave of absence or death on or after the earlier of the attainment of (a) age 65 or (b) age 55 with 10 Years of Service. "Retirement Benefit" shall mean the benefit set forth in Article 5. "Short-Term Payout" shall mean the payout set forth in Section 4.1. "Termination Benefit" shall mean the benefit set forth in Article 7. "Termination of Employment" shall mean the ceasing of employment with all Employers, voluntarily or involuntarily, for any reason other than Retirement, Disability, death or an authorized leave of absence. "TIL" shall mean Tyco International Ltd., a Bermuda corporation. "Trust" shall mean the trust established pursuant to that certain Master Trust Agreement, dated as of April 1, 1994, between the Company and the trustee named therein, as amended from time to time.

1.26

1.27

1.28

1.29

1.30

1.31

1.32 1.33 1.34 1.35

1.36 1.37

4
1.38 "Unforeseeable Financial Emergency" shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, (ii) a loss of the Participant's property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee. "Years of Service" shall mean the total number of years in which a

1.39

1.38

"Unforeseeable Financial Emergency" shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, (ii) a loss of the Participant's property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee. "Years of Service" shall mean the total number of years in which a Participant has been employed by an Employer, including, if applicable, years of service prior to the time the Employer was acquired by TIL. Except as otherwise provided in this Plan, for purposes of this definition only, a year of employment shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first year of employment, commences on the Employee's date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date. "Shared Services Employee" means an employee of TIL or the Company who is on a split payroll with an Affiliated Company. All deferral amounts of a Shared Services Employee, regardless as to the payroll from which they are deferred, will be credited to this Plan and not the Affiliated Company Plan. "Affiliated Company" means any publicly-traded corporation or other entity in which TIL possesses a direct or indirect ownership interest. ARTICLE 2 SELECTION, ENROLLMENT, ELIGIBILITY

1.39

1.40

1.41

2.1

SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a select group of management and highly compensated employees of the Employers. From that group, the Committee shall select, in its sole discretion, employees to participate in the Plan. ENROLLMENT REQUIREMENTS. As a condition to participation, each selected Employee shall complete, execute and return to the Committee prior to his or her proposed Plan Entry Date, a Plan Agreement, an Election Form and a Beneficiary Designation Form. In addition, the Committee shall establish from time to time that such other enrollment requirements as it determines in its sole discretion are necessary. ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Committee, that employee shall commence participation in the Plan on the Plan Entry Date that immediately follows his or her selection to participate in the Plan. If a selected employee fails to meet all such requirements prior to that Plan Entry Date, that employee shall not be eligible to participate in the Plan until the Plan Entry Date that follows his or her completion of those requirements.

2.2

2.3

5

ARTICLE 3 DEFERRAL COMMITMENTS/MEASUREMENT FUNDS 3.1 MINIMUM DEFERRAL (a) BASE ANNUAL SALARY, COMMISSIONS AND/OR BONUS. For each full Plan Year, a Participant may elect to defer Base Annual Salary, Commissions and/or Bonus, provided that the combined total is at least $2,000 for such Plan Year. If no deferral election is made, the amount deferred shall be zero. (b) SHORT PLAN YEAR/MID-YEAR ENTRY DATE. If a Participant first becomes a Participant after the first day of a Plan Year, or in the case of the first Plan Year of the Plan itself, the minimum deferral shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is the number of

ARTICLE 3 DEFERRAL COMMITMENTS/MEASUREMENT FUNDS 3.1 MINIMUM DEFERRAL (a) BASE ANNUAL SALARY, COMMISSIONS AND/OR BONUS. For each full Plan Year, a Participant may elect to defer Base Annual Salary, Commissions and/or Bonus, provided that the combined total is at least $2,000 for such Plan Year. If no deferral election is made, the amount deferred shall be zero. (b) SHORT PLAN YEAR/MID-YEAR ENTRY DATE. If a Participant first becomes a Participant after the first day of a Plan Year, or in the case of the first Plan Year of the Plan itself, the minimum deferral shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12. 3.2 MAXIMUM DEFERRAL. For each Plan Year through 1999, a Participant may elect to defer a maximum of 50% of his or her Base Annual Salary. Effective January 1, 2000, a Participant may elect to defer a maximum of 50% of his or her Base Annual Salary, provided, however, that a Participant with Base Annual Salary in excess of 200% of the FICA wage base for any Plan Year may defer more than 50% of his or her Base Annual Salary, but only to the extent the amount of his or her Base Annual Salary which is NOT deferred is equal to or greater than the FICA wage base for such Plan Year. For each Plan Year, a Participant may elect to defer 100% of his or her Commissions and Bonus. 3.3 ELECTION TO DEFER; EFFECT OF ELECTION FORM (a) DEFERRAL ELECTIONS FOR FIRST PLAN YEAR. In connection with a Participant's commencement of participation in the Plan, and prior to the Plan Entry Date, the Participant shall make a deferral election as to Base Annual Salary, Commissions and/or Bonus by delivering to the Committee a completed and signed Election Form; which election form must be accepted by the Committee for a valid election to exist. If a Participant is first eligible as of July 1 of a Plan Year, he or she shall only be entitled to make an election with respect to a Base Annual Salary deferral for the period from July 1 through December 31 of the Plan Year. Otherwise and thereafter, he or she shall be entitled to make a deferral election pursuant to Section 3(b). (b) ADDITIONAL DEFERRAL ELECTIONS. For each succeeding Plan Year, a new Election Form for the deferral of Base Annual Salary, Commissions and/or Bonus must be delivered to the Committee in accordance with its rules and procedures at least 30 days (or such shorter period permitted by the Committee) before the end of the Plan Year preceding the Plan Year for which the election is effective. The election referred to in this Section 3.3(b) shall be for a Base Annual Salary deferral for the Plan Year, and for Commissions and/or Bonus deferrals that are payable in the Plan Year for the fiscal year that ends September 30 of the Plan Year. 6

(c) SUSPENSION OF DEFERRAL ELECTIONS. A Participant may suspend his or her deferral of Base Annual Salary and/or Commissions by written notice to the Committee. Such suspension election shall be implemented as soon as administratively possible following the election date. A Participant may suspend his or her deferral of Bonus by written notice to the Committee in accordance with the following procedure: (i) if the Bonus is payable quarterly, the suspension election must be received by the Committee prior to the beginning of the calendar quarter in which the Bonus is earned; and (ii) if the Bonus is payable annually, the suspension election must be received by the Committee at least three (3) months in advance of the last day of the period in which the bonus is earned. Once a Participant has elected to suspend his or her deferrals in any Plan Year, he or she will not be eligible to again participate in the Plan until the Plan Year immediately following the suspension.

(c) SUSPENSION OF DEFERRAL ELECTIONS. A Participant may suspend his or her deferral of Base Annual Salary and/or Commissions by written notice to the Committee. Such suspension election shall be implemented as soon as administratively possible following the election date. A Participant may suspend his or her deferral of Bonus by written notice to the Committee in accordance with the following procedure: (i) if the Bonus is payable quarterly, the suspension election must be received by the Committee prior to the beginning of the calendar quarter in which the Bonus is earned; and (ii) if the Bonus is payable annually, the suspension election must be received by the Committee at least three (3) months in advance of the last day of the period in which the bonus is earned. Once a Participant has elected to suspend his or her deferrals in any Plan Year, he or she will not be eligible to again participate in the Plan until the Plan Year immediately following the suspension. 3.4 WITHHOLDING OF DEFERRAL AMOUNTS. For each Plan Year, the Base Annual Salary portion of the Annual Deferral Amount shall be withheld each payroll period in equal amounts from the Participant's Base Annual Salary. The Commissions or Bonus portion of the Annual Deferral Amount shall be withheld at the time the Commissions or Bonus is or otherwise would be paid to the Participant. 3.5 CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant's Account Balance in accordance with the following rules: (a) ELECTION OF MEASUREMENT FUNDS. A Participant, in connection with his or her initial deferral election in accordance with Section 3.3(a) above, shall elect, on the Election Form, one or more Measurement Funds (as described in Section 3.5(c) below) to be used to determine the additional amounts to be credited/debited to his or her Account Balance for the first calendar month or portion thereof in which the Participant commences participation in the Plan and continuing thereafter for each calendar month in which the Participant participates in the Plan, unless changed in accordance with the next sentence. Commencing with the first month that follows the Participant's commencement of participation in the Plan and continuing thereafter for each subsequent calendar month in which the Participant participates in the Plan, no later than the next to last business day of each month, the Participant may (but is not required to) elect, by submitting an Election Form to the Committee or its designee, to add or delete one or more Measurement Funds to be used to determine the additional amounts to be credited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Funds. If an election is made in accordance with the previous sentence, it shall apply as of the first business day of the next calendar month and continue thereafter for 7

each subsequent calendar month in which the Participant participates in the Plan, unless changed in accordance with the previous sentence. The Committee may restrict the transfer into or out of Measurement Funds to a period no less frequently than annually if necessitated by the type of such Measurement Fund. (b) PROPORTIONATE ALLOCATION. In making any election described in Section 3.5(a) above, the Participant shall specify on the Election Form, in increments of 1%, the percentage of his or her Account Balance to be allocated to a Measurement Fund (as if the Participant were making an investment in that Measurement Funds with that portion of his or her Account Balance). (c) MEASUREMENT FUNDS. The Participant may elect one or more of the Measurement Funds (the "Measurement Funds") identified in Appendix A, attached hereto and made a part hereof, for the purpose of crediting/debiting additional amounts to his or her Account Balance. As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund, and such substitution will automatically be made, if any changes are made to the corresponding Investment Fund in the Company's 401(k) Savings Plan. Each such addition/substitution will take effect as of the same time the Fund is changed in the 401(k) Savings Plan. The Committee shall provide Participants timely notice of such change.

each subsequent calendar month in which the Participant participates in the Plan, unless changed in accordance with the previous sentence. The Committee may restrict the transfer into or out of Measurement Funds to a period no less frequently than annually if necessitated by the type of such Measurement Fund. (b) PROPORTIONATE ALLOCATION. In making any election described in Section 3.5(a) above, the Participant shall specify on the Election Form, in increments of 1%, the percentage of his or her Account Balance to be allocated to a Measurement Fund (as if the Participant were making an investment in that Measurement Funds with that portion of his or her Account Balance). (c) MEASUREMENT FUNDS. The Participant may elect one or more of the Measurement Funds (the "Measurement Funds") identified in Appendix A, attached hereto and made a part hereof, for the purpose of crediting/debiting additional amounts to his or her Account Balance. As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund, and such substitution will automatically be made, if any changes are made to the corresponding Investment Fund in the Company's 401(k) Savings Plan. Each such addition/substitution will take effect as of the same time the Fund is changed in the 401(k) Savings Plan. The Committee shall provide Participants timely notice of such change. (d) CREDITING OR DEBITING METHOD. The performance of each elected Measurement Funds (either positive or negative) will be determined by the Committee, in its reasonable discretion, based on the performance of the Measurement Funds themselves. A Participant's Account Balance shall be credited or debited on a daily basis based on the performance of each Measurement Funds selected by the Participant as though (i) a Participant's Account Balance were invested in the Measurement Funds selected by the Participant, in the percentages applicable to such calendar month, as of the close of business on the first business day of such calendar month, at the closing price on such date; (ii) the portion of the Annual Deferral Amount that was actually deferred during any calendar month were invested in the Measurement Funds selected by the Participant, in the percentages applicable to such calendar month, no later than the close of business on the first business day after the day on which such amounts are actually deferred from the Participant's Base Annual Salary, Commissions or Bonus through reductions in his or her payroll, at the closing price on such date; and (iii) any distribution made to a Participant that decreases such Participant's Account Balance ceased being invested in the Measurement Funds, in the percentages applicable to such calendar month, no earlier than one business day prior to the distribution, at the closing price on such date. The Participant's Annual Matching Amount shall be credited to his or her Matching Amount for purposes of this Section 3.5(d) as of the close of business on the first business day after the day in which such amounts are actually credited to the Participant's Matching Account. 8

(e) NO ACTUAL INVESTMENT. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant's election of any such Measurement Funds, the allocation to his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Account Balance SHALL NOT be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Funds. In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the Measurement Funds, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company. (f) SPECIAL RULES. (i) ALLOCATION OF MEASUREMENT FUNDS FOR PARTICIPANTS RECEIVING INSTALLMENT PAYMENTS. A Participant who on or after January 1, 2000 receives installment distributions under this Plan may add or delete one or more Measurement Funds to be used to determine the additional amounts to be credited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Funds, through December 31 of the calendar year prior to the calendar year in which full distribution of his or her Account Balance occurs. Such allocation shall be made in accordance with Section 3.5 (a) and (b).

(e) NO ACTUAL INVESTMENT. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant's election of any such Measurement Funds, the allocation to his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Account Balance SHALL NOT be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Funds. In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the Measurement Funds, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company. (f) SPECIAL RULES. (i) ALLOCATION OF MEASUREMENT FUNDS FOR PARTICIPANTS RECEIVING INSTALLMENT PAYMENTS. A Participant who on or after January 1, 2000 receives installment distributions under this Plan may add or delete one or more Measurement Funds to be used to determine the additional amounts to be credited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Funds, through December 31 of the calendar year prior to the calendar year in which full distribution of his or her Account Balance occurs. Such allocation shall be made in accordance with Section 3.5 (a) and (b). (ii) PARTICIPANTS AS OF JANUARY 1, 1999. Notwithstanding anything in this Section 3.5 to the contrary, only a Participant who was a Participant as of January 1, 1999 (a "Grandfathered Participant") may allocate any portion of his or her Account Balance to the Enhanced Moody's Rate. Except as otherwise provided in this Section 3.5(f)(ii), for any calendar year, no amount allocated to the Enhanced Moody's Rate may be reallocated from the Enhanced Moody's Rate other than as of January 1 of a calendar year. Likewise, no amount may be allocated to the Enhanced Moody's Rate other than as of January 1 of a calendar year. The Account Balance of a Grandfathered Participant shall be deemed allocated 100% to the Enhanced Moody's Rate as of January 1, 1999, except that a Grandfathered Participant will have an opportunity as of April 1, 1999 to reallocate any or all of his or her Account Balance to Measurement Funds other then the Enhanced Moody's Rate. The amount of a Grandfathered Participant's Account Balance which is not reallocated from the Enhanced Moody's Rate Fund as of April 1, 1999 shall remain allocated to the Enhanced Moody's Rate Fund through December 31, 1999. Any amount of a Grandfathered Participant's Account Balance which is reallocated from the Enhanced Moody's Rate Fund on April 1, 1999 shall be 9

credited on March 31, 1999 with one-fourth of the Enhanced Moody's Rate Fund for 1999. (iii) ENHANCED MOODYS' RATE. Notwithstanding anything in this Section 3.5 to the contrary except the last sentence of Section 3.5(f)(ii) above, that amount of a Participant's Account Balance which is allocated to the Enhanced Moody's Rate shall be credited as though such amount were invested in the Moody's Rate as of the close of business on the January 1 of such calendar year. 3.6 FICA TAXES. For each Plan Year in which an Annual Deferral Amount is being withheld or an Annual Matching Amount is being credited, the Participant's Employer(s) shall ratably withhold from that portion of the Participant's Base Annual Salary or Commissions, as the case may be, that is not being deferred, the Participant's share of FICA and other employment taxes attributable to such Annual Deferral Amount or Annual Matching Amount. If necessary, the Committee shall reduce the Annual Deferral Amount in order to comply with this Section 3.6. 3.7 ANNUAL MATCHING AMOUNTS. For each Plan Year, the Committee shall determine and credit the Annual Matching Amount, if any, that is to be credited to a Participant's Account for such Plan Year. The Annual Matching Amount shall be determined in the following manner: First, for purposes of this Section 3.7, only a Participant whose Annual Deferral Amount has been withheld from his total compensation (the sum of Base Salary, Commissions and Bonus) that is not in excess of the Code Section 401(a)(17) limitation ("Eligible Deferral") shall be entitled to receive an Annual Matching Amount.

credited on March 31, 1999 with one-fourth of the Enhanced Moody's Rate Fund for 1999. (iii) ENHANCED MOODYS' RATE. Notwithstanding anything in this Section 3.5 to the contrary except the last sentence of Section 3.5(f)(ii) above, that amount of a Participant's Account Balance which is allocated to the Enhanced Moody's Rate shall be credited as though such amount were invested in the Moody's Rate as of the close of business on the January 1 of such calendar year. 3.6 FICA TAXES. For each Plan Year in which an Annual Deferral Amount is being withheld or an Annual Matching Amount is being credited, the Participant's Employer(s) shall ratably withhold from that portion of the Participant's Base Annual Salary or Commissions, as the case may be, that is not being deferred, the Participant's share of FICA and other employment taxes attributable to such Annual Deferral Amount or Annual Matching Amount. If necessary, the Committee shall reduce the Annual Deferral Amount in order to comply with this Section 3.6. 3.7 ANNUAL MATCHING AMOUNTS. For each Plan Year, the Committee shall determine and credit the Annual Matching Amount, if any, that is to be credited to a Participant's Account for such Plan Year. The Annual Matching Amount shall be determined in the following manner: First, for purposes of this Section 3.7, only a Participant whose Annual Deferral Amount has been withheld from his total compensation (the sum of Base Salary, Commissions and Bonus) that is not in excess of the Code Section 401(a)(17) limitation ("Eligible Deferral") shall be entitled to receive an Annual Matching Amount. Second, such Annual Matching Amount shall be five percent (5%) of the Participant's Eligible Deferral; provided, however, that if the Participant has at least ten (10) years of service with the Employer, the Annual Matching Amount shall be increased as follows:
Years of Service ---------------10-19 20-24 25-29 30 or more Annual Matching Amount ---------------------6% of Eligible Deferral 7% of Eligible Deferral 8% of Eligible Deferral 9% of Eligible Deferral

Notwithstanding the foregoing, with respect to a Participant who is employed by an ADT business unit, the Annual Matching Amount shall be determined using the matching formula of the Employer's 401(k) plan in which he is eligible to participate. ARTICLE 4 SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION 4.1 SHORT-TERM PAYOUT. In connection with each election to defer an Annual Deferral Amount, a Participant may elect to receive a future "Short-Term Payout" from the Plan with respect to that Annual Deferral Amount. The Short-Term Payout shall be a lump sum payment in an amount that is equal to the Annual Deferral Amount plus amounts credited or debited in the manner provided in Section 3.5 above. Subject to the other terms and conditions of this Plan, each Short-Term Payout elected shall be paid within 60 days (or as soon as administratively 10

possible) of the later of (i) the first day of the Plan Year that is 5 years after the first day of the Plan Year to which the applicable Annual Deferral Amount election relates, or (ii) the first day of any Plan Year thereafter elected by the Participant on the Election Form electing the Annual Deferral Amount. Notwithstanding the preceding sentence or any other provision of this Plan that may be construed to the contrary, a Participant who is an active employee may, with respect to each Short-Term Payout, in a form determined by the Committee, make no more than one additional deferral election (a "Second Election") to defer payment of such Short-Term Payout to a Plan Year subsequent to the Plan Year originally elected; provided, however, any such Second Election will be null and void unless accepted by the Committee no later than six (6) months prior to the first day of the Plan Year originally elected by the Participant for payment of such Short-Term Payout.

possible) of the later of (i) the first day of the Plan Year that is 5 years after the first day of the Plan Year to which the applicable Annual Deferral Amount election relates, or (ii) the first day of any Plan Year thereafter elected by the Participant on the Election Form electing the Annual Deferral Amount. Notwithstanding the preceding sentence or any other provision of this Plan that may be construed to the contrary, a Participant who is an active employee may, with respect to each Short-Term Payout, in a form determined by the Committee, make no more than one additional deferral election (a "Second Election") to defer payment of such Short-Term Payout to a Plan Year subsequent to the Plan Year originally elected; provided, however, any such Second Election will be null and void unless accepted by the Committee no later than six (6) months prior to the first day of the Plan Year originally elected by the Participant for payment of such Short-Term Payout. 4.2 OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral Amount, plus amounts credited or debited thereon, that is subject to a Short-Term Payout election under Section 4.1 shall not be paid in accordance with Section 4.1 but shall be paid in accordance with the other applicable Article. 4.3 WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES. If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee to receive a partial or full payout from the Plan. The Committee shall determine if the event meets the criteria to be an Unforeseeable Financial Emergency. If approved, the payout shall not exceed the lesser of the Participant's Account Balance or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency. If, subject to the sole discretion of the Committee, the petition for a payout is approved, any payout shall be made within 60 days of the date of approval. The Participant will be eligible to again participate in the Plan effective the Plan Year following the Unforeseeable Financial Emergency. 4.4 WITHDRAWAL ELECTION. A Participant may elect, at any time, to withdraw all of his or her Account Balance less a 10% withdrawal penalty (the net amount shall be referred to as the "Withdrawal Amount"). No partial withdrawals of that balance shall be allowed. The Participant shall make this election by giving the Committee advance written notice of the election in a form determined from time to time by the Committee. The penalty shall be equal to 10% of the Participant's Account Balance determined immediately prior to the withdrawal. The Participant shall be paid the Withdrawal Amount within 60 days of his or her election. Once the withdrawal election is filed, the Participant's participation in the Plan shall terminate as soon as administratively possible following the election date, and the Participant shall not be eligible to participate in the Plan in the future. ARTICLE 5 RETIREMENT BENEFIT 5.1 RETIREMENT BENEFIT. A Participant who Retires shall receive, as a Retirement Benefit, his or her Account Balance. 5.2 PAYMENT OF RETIREMENT BENEFITS. A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form to receive the Retirement Benefit in a lump sum or pursuant to an Annual Installment Method of 5, 10 or 15 11

years. The Participant may change his or her election to an allowable alternative payout period by submitting a new Election Form to the Committee, provided that any such Election Form is submitted at least one year prior to the Participant's Retirement. The Election Form most recently accepted by the Committee shall govern the payout of the Retirement Benefit. If a Participant does not make any election with respect to the payment of the Retirement Benefit, then such benefit shall be payable in a lump sum. The lump sum payment shall be made, or installment payments shall commence, as of January 1 of the calendar year which is immediately subsequent to the Plan Year during which the Participant Retires. 5.3 DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFITS. If a Participant dies after Retirement but before the Retirement Benefit is paid in full, the Participant's unpaid Retirement Benefit payments shall continue and shall be paid to the Participant's Beneficiary (i) over the remaining number of years and in the same amounts as that benefit would have been paid to the Participant had the Participant survived, or (ii) in a

years. The Participant may change his or her election to an allowable alternative payout period by submitting a new Election Form to the Committee, provided that any such Election Form is submitted at least one year prior to the Participant's Retirement. The Election Form most recently accepted by the Committee shall govern the payout of the Retirement Benefit. If a Participant does not make any election with respect to the payment of the Retirement Benefit, then such benefit shall be payable in a lump sum. The lump sum payment shall be made, or installment payments shall commence, as of January 1 of the calendar year which is immediately subsequent to the Plan Year during which the Participant Retires. 5.3 DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFITS. If a Participant dies after Retirement but before the Retirement Benefit is paid in full, the Participant's unpaid Retirement Benefit payments shall continue and shall be paid to the Participant's Beneficiary (i) over the remaining number of years and in the same amounts as that benefit would have been paid to the Participant had the Participant survived, or (ii) in a lump sum, if requested by the Beneficiary and allowed in the sole discretion of the Committee, that is equal to the Participant's unpaid remaining Account Balance. ARTICLE 6 PRE-RETIREMENT SURVIVOR BENEFIT 6.1 PRE-RETIREMENT SURVIVOR BENEFIT. If a Participant dies before he or she Retires or has otherwise received a distribution of his/her Account Balance, the Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit equal to the Participant's Account Balance. 6.2 PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFITS. The Pre-Retirement Survivor Benefit shall be paid in a lump sum. However, if the Pre-Retirement Survivor Benefit exceeds $25,000, payment may be made, at the sole discretion of the Committee, in Annual Installments not in excess of 5 years. The lump sum payment shall be made as soon as administratively possible after the Committee receives proof of the Participant's death. Installment payments shall commence, as of January 1 of the calendar year following the Plan Year of the Participant's death or, if later, as soon as administratively possible after the Committee receives proof of the Participant's death. ARTICLE 7 TERMINATION BENEFIT 7.1 TERMINATION BENEFITS. If a Participant experiences a Termination of Employment prior to his or her Retirement, death or Disability, the Participant shall receive a Termination Benefit which shall be equal to the Participant's Account Balance. 7.2 PAYMENT OF TERMINATION BENEFIT. The Termination Benefit shall be paid in a lump sum. However, if his or her Account Balance is equal to or greater than $25,000, the Participant may petition the Committee and the Committee, in its sole discretion, may cause the Termination Benefit to be paid pursuant to an Annual Installment Method not in excess of 5 years. The lump sum payment shall be made, or installment payments shall commence, as of January 1 of the calendar year that is immediately subsequent to the Plan Year during which the Participant experiences a Termination of Employment. Actual distribution will be made within 60 days of January 1, or as soon as administratively possible thereafter. 12

ARTICLE 8 DISABILITY WAIVER AND BENEFIT 8.1 DISABILITY WAIVER. (a) ELIGIBILITY. By participating in the Plan, all Participants are eligible for this waiver. (b) WAIVER OF DEFERRAL; CREDIT FOR PLAN YEAR OF DISABILITY. A Participant who is receiving short or long-term disability benefits from his Employer, or is otherwise determined by the Committee to be suffering from a Disability may be excused from fulfilling that portion of the Annual Deferral Amount commitment

ARTICLE 8 DISABILITY WAIVER AND BENEFIT 8.1 DISABILITY WAIVER. (a) ELIGIBILITY. By participating in the Plan, all Participants are eligible for this waiver. (b) WAIVER OF DEFERRAL; CREDIT FOR PLAN YEAR OF DISABILITY. A Participant who is receiving short or long-term disability benefits from his Employer, or is otherwise determined by the Committee to be suffering from a Disability may be excused from fulfilling that portion of the Annual Deferral Amount commitment that would otherwise have been withheld from a Participant's Base Annual Salary, Commissions and/or Bonus for the Plan Year during which the Participant suffers a Disability. (c) RETURN TO WORK. If a Participant returns to employment with an Employer after a Disability ceases, the Participant may make deferrals for the Plan Year he returns to work if a Deferral Election for that Plan Year had been previously made in accordance with Section 3.3. The Participant may elect to defer an Annual Deferral Amount f following his or her return to employment and for every Plan Year thereafter while a Participant in the Plan; provided such deferral elections are otherwise allowed and an Election Form is delivered to and accepted by the Committee for each such election in accordance with Section 3.3 above. 8.2 DISABILITY BENEFIT. A Participant who is on Disability leave, but not terminated from employment, shall be eligible for the benefits provided for in Articles 4 or 6 in accordance with the provisions of those Articles. Upon termination of employment due to Disability (in accordance with the Employer's Disability policies), the Participant's Account Balance will be distributed to him/her in accordance with the provisions of Articles 5 or 7, as applicable. ARTICLE 9 BENEFICIARY DESIGNATION 9.1 BENEFICIARY. Each Participant shall have the right, at any time, to designate his or her Beneficiary (both primary as well as contingent) to receive any benefits payable under the Plan to a Beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates. 9.2 BENEFICIARY DESIGNATION; CHANGE. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee's rules and procedures, as in effect from time to time. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Committee shall be entitled to rely on 13

the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death. 9.3 ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary shall be effective until received and accepted by the Committee or its designated agent. 9.4 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's spouse shall be the designated Beneficiary. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant's estate. 9.5 DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the

the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death. 9.3 ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary shall be effective until received and accepted by the Committee or its designated agent. 9.4 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's spouse shall be the designated Beneficiary. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant's estate. 9.5 DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant's Employer to withhold such payments until this matter is resolved to the Committee's satisfaction. 9.6 DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant's Plan Agreement shall terminate upon such full payment of benefits. ARTICLE 10 LEAVE OF ABSENCE
10.1 PAID LEAVE OF ABSENCE. If a Participant is authorized by the Participant's Employer for any reason to take a paid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the Annual Deferral Amount shall continue to be withheld during such paid leave of absence in accordance with Section 3.3. UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the Participant's Employer for any reason to take an unpaid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the Participant shall be excused from making deferrals of Base Annual Salary, Commissions, Bonus until the earlier of the date the leave of absence expires or the Participant returns to a paid employment status. Upon such expiration or return, deferrals of Base Annual Salary, Commissions, Bonus shall resume for the remaining portion of the Plan Year in which the expiration or return occurs, based on the deferral elections, if any, made for that Plan Year. If no election was made for that Plan Year, no deferrals shall be withheld. ARTICLE 11 TERMINATION OF PLAN/CHANGE IN CONTROL, AMENDMENT OR MODIFICATION 11.1 TERMINATION OF PLAN/CHANGE IN CONTROL. The Company, through its Board or the Committee, reserves the right to terminate the Plan at any time with respect to all Participants. Upon the termination of the Plan, all Plan Agreements shall terminate and a Participant's Account Balance shall be paid out in accordance with the benefits that the

10.2

14
Participant would have received if the Participant had experienced a Termination of Employment on the date of Plan termination. Prior to a Change in Control, an Employer shall have the right, at its sole discretion, and notwithstanding any elections made by the Participant, to pay such benefits in a lump sum or pursuant to an Annual Installment Method not to exceed 15 years, with amounts credited and debited during the installment period as provided in Section 3.5(d). After a Change in Control, the Employer shall be required to pay such benefits in a lump sum. The termination of the Plan shall not adversely affect any Participant or Beneficiary who has become entitled to the payment of any benefits under the Plan as of the date of termination; provided,

Participant would have received if the Participant had experienced a Termination of Employment on the date of Plan termination. Prior to a Change in Control, an Employer shall have the right, at its sole discretion, and notwithstanding any elections made by the Participant, to pay such benefits in a lump sum or pursuant to an Annual Installment Method not to exceed 15 years, with amounts credited and debited during the installment period as provided in Section 3.5(d). After a Change in Control, the Employer shall be required to pay such benefits in a lump sum. The termination of the Plan shall not adversely affect any Participant or Beneficiary who has become entitled to the payment of any benefits under the Plan as of the date of termination; provided, however, that the Employer shall have the right to accelerate installment payments by paying the remaining Account Balance in a lump sum or pursuant to a different payment schedule. 11.2 AMENDMENT. The Company, at any time and through its Board or the Committee, may amend or modify the Plan in whole or in part; provided, however, that no amendment or modification shall be effective to decrease the value of a Participant's Account Balance in existence at the time the amendment or modification is made, calculated as if the Participant had experienced a Termination of Employment as of the effective date of the amendment or modification. The amendment or modification of the Plan shall not affect any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification; provided however, that the Company or the Committee, as the case may be, shall have the right to accelerate installment payments by paying the remaining Account Balance in a lump sum or pursuant to a different payment schedule. EFFECT OF PAYMENT. The full payment of the Participant's Account Balance under Articles 4, 5, 6, 7 and/or 8 of the Plan shall completely discharge all obligations to a Participant under this Plan and the Participant's Plan Agreement shall terminate. ARTICLE 12 ADMINISTRATION 12.1 COMMITTEE DUTIES. This Plan shall be administered by the Tyco Retirement Committee as established from time to time by the Board of the Company. Members of the Committee may be Participants under this Plan. The Committee shall also have the discretion and authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan. AGENTS. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit and may from time to time consult with counsel who may be counsel to any Employer. BINDING EFFECT OF DECISIONS. The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan. INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless the members of the Committee or its employee delegates against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan,

11.3

12.2

12.3

12.4

15
except in the case of willful misconduct by the Committee or any of its members or delegates. 12.5 EMPLOYER INFORMATION. To enable the Committee to perform its functions, each Employer shall supply full and timely information to the Committee on all matters relating to the compensation of its Participants, the

except in the case of willful misconduct by the Committee or any of its members or delegates. 12.5 EMPLOYER INFORMATION. To enable the Committee to perform its functions, each Employer shall supply full and timely information to the Committee on all matters relating to the compensation of its Participants, the date and circumstances of the Retirement, Disability, death or Termination of Employment of its Participants, and such other pertinent information as the Committee may reasonably require. ARTICLE 13 OTHER BENEFITS AND AGREEMENTS 13.1 COORDINATION WITH OTHER BENEFITS. The benefits provided for a Participant and Participant's Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant's Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided. ARTICLE 14 CLAIMS PROCEDURES 14.1 PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a "Claimant") may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant. NOTIFICATION OF DECISION. The Committee shall consider a Claimant's claim within a reasonable time, and shall notify the Claimant in writing: (a) that the Claimant's requested determination has been made, and that the claim has been allowed in full; or that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant's requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant: (i) the specific reason(s) for the denial of the claim, or any part of it; specific reference(s) to pertinent provision of the Plan upon which such denial was based; a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and

14.2

(b)

(ii)

(iii)

16
(iv) an explanation of the claim review procedure set forth in Section 14.3 below.

14.3

REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant's duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not later than 30 days after the review procedure began, the Claimant (or the Claimant's duly authorized representative): (a) may review pertinent documents;

(iv)

an explanation of the claim review procedure set forth in Section 14.3 below.

14.3

REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant's duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not later than 30 days after the review procedure began, the Claimant (or the Claimant's duly authorized representative): (a) (b) (c) may review pertinent documents; may submit written comments or other documents; and/or may request a hearing, which the Committee, in its sole discretion, may grant.

14.4

DECISION ON REVIEW. The Committee shall render its decision on review promptly, and not later than 60 days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Committee's decision must be rendered within 120 days after such date. Such decision must be written in a manner calculated to be understood by the Claimant, and it must contain: (a) (b) specific reasons for the decision; specific reference(s) to the pertinent Plan provisions upon which the decision was based; and such other matters as the Committee deems relevant.

(c) 14.5

LEGAL ACTION. A Claimant's compliance with the foregoing provisions of this Article 14 is a mandatory prerequisite to a Claimant's right to commence any legal action with respect to any claim for benefits under this Plan. ARTICLE 15 TRUST

15.1

ESTABLISHMENT OF TRUST. The Company shall establish the Trust, and the Employers may transfer over to the Trust such assets as the Committee determines, in its sole discretion, are necessary to provide for the Employers' liabilities created with respect to the Annual Deferral Amounts and Annual Matching Amounts for such Employer's Participants for that year. The Trustees of the Trust shall be selected by the Committee from time to time. INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Participant and the creditors of the Employers to the assets transferred to the Trust. The Employers shall at all times remain liable to carry out their obligations under the Plan. The Employers' obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust.

15.2

17

ARTICLE 16 MISCELLANEOUS
16.1 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of an Employer. Any and all of an Employer's assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. An Employer's obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

ARTICLE 16 MISCELLANEOUS
16.1 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of an Employer. Any and all of an Employer's assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. An Employer's obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future. EMPLOYER'S LIABILITY. An Employer's liability for the payment of benefits shall be defined only by the Plan and the Plan Agreement, as entered into between the Employer and a Participant. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement. NONASSIGNABILITY. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency. NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is hereby acknowledged to be an "at will" employment relationship that can be terminated at any time for any reason, with or without cause, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer, or to interfere with the right of any Employer to discipline or discharge the Participant at any time. FURNISHING INFORMATION. A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary. TERMS. Whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. CAPTIONS. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions. GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the laws of the State of New Hampshire.

16.2

16.3

16.4

16.5

16.6

16.7

16.8

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16.9 NOTICE. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to: Tyco Retirement Committee c/o Human Resources - Executive Compensation One Town Center Road Boca Raton, Florida 33486-1010

16.9

NOTICE. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to: Tyco Retirement Committee c/o Human Resources - Executive Compensation One Town Center Road Boca Raton, Florida 33486-1010 Such notice shall be deemed given as of 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. Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

16.10

SUCCESSORS. The provisions of this Plan shall bind and inure to the benefit of the Participant's Employer and its successors and assigns and the Participant, the Participant's Beneficiaries, and their permitted successors and assigns. DISTRIBUTION IN THE EVENT OF TAXATION. (a) GENERAL. If, for any reason, all or any portion of a Participant's benefit under this Plan becomes taxable to the Participant prior to receipt, a Participant may petition the Committee for a distribution of that portion of his or her benefit that has become taxable. Upon the grant of such a petition, which grant shall not be unreasonably withheld, a Participant's Employer shall distribute to the Participant immediately available funds in an amount equal to the taxable portion of his or her benefit (which amount shall not exceed a Participant's unpaid Account Balance under the Plan). If the petition is granted, the tax liability distribution shall be made within 90 days of the date when the Participant's petition is granted. Such a distribution shall affect and reduce the benefits to be paid under this Plan. TRUST. If the Trust terminates in accordance with Section 3.6(e) of the Trust and benefits are distributed from the Trust to a Participant in accordance with that Section, the Participant's benefits under this Plan shall be reduced to the extent of such distributions.

16.11

(b)

16.12

VALIDITY. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein. INCOMPETENT. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person's property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetency, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant

16.13

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and the Participant's Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount. 16.14 COURT ORDER. The Committee is authorized to make any payments directed by court order in any action in which the Plan or the Committee has been named as a party.

and the Participant's Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount. 16.14 COURT ORDER. The Committee is authorized to make any payments directed by court order in any action in which the Plan or the Committee has been named as a party.

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APPENDIX A MEASUREMENT FUNDS (CURRENT AS OF SEPTEMBER 1, 2002) (1) Interest Income Fund; (2) Bond Fund of America; (3) Fidelity Puritan(R) Fund; (4) Neuberger Berman Guardian Fund - Trust Class; (5) U.S. Equity Index Commingled Pool; (6) Vanguard Windsor II Fund - Admiral Shares; (7) Fidelity Growth Company Fund; (8) Franklin Small Cap Growth Fund - Class A; (9) PIMCO Capital Appreciation Fund; (10) Templeton Foreign Fund A; (11) Janus Worldwide Fund A; and (12) Enhanced Moody's Rate Fund (as defined in Section 1.21). NOTES: The Enhanced Moody's Rate Fund is closed to Participants who join the Plan after January 1, 1999. Funds (1) - (11) correspond to investment funds under the Company's 401(k) Savings Plans. Any change to the 401(k) Plan investment fund will automatically result in a corresponding charge to these Measurement Funds. 21

EXHIBIT 18.1 May 15, 2003 Board of Directors Tyco International Ltd. Dear Directors: We are providing this letter to you for inclusion as an exhibit to your Form 10-Q filing pursuant to Item 601 of

APPENDIX A MEASUREMENT FUNDS (CURRENT AS OF SEPTEMBER 1, 2002) (1) Interest Income Fund; (2) Bond Fund of America; (3) Fidelity Puritan(R) Fund; (4) Neuberger Berman Guardian Fund - Trust Class; (5) U.S. Equity Index Commingled Pool; (6) Vanguard Windsor II Fund - Admiral Shares; (7) Fidelity Growth Company Fund; (8) Franklin Small Cap Growth Fund - Class A; (9) PIMCO Capital Appreciation Fund; (10) Templeton Foreign Fund A; (11) Janus Worldwide Fund A; and (12) Enhanced Moody's Rate Fund (as defined in Section 1.21). NOTES: The Enhanced Moody's Rate Fund is closed to Participants who join the Plan after January 1, 1999. Funds (1) - (11) correspond to investment funds under the Company's 401(k) Savings Plans. Any change to the 401(k) Plan investment fund will automatically result in a corresponding charge to these Measurement Funds. 21

EXHIBIT 18.1 May 15, 2003 Board of Directors Tyco International Ltd. Dear Directors: We are providing this letter to you for inclusion as an exhibit to your Form 10-Q filing pursuant to Item 601 of Regulation S-K. We have been provided a copy of the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2003. Note 1 therein describes a change in accounting principle inseparable from a change in estimate from a 10-year straight-line method of amortizing the cost of purchased customer accounts to an accelerated method over an estimated 12-year period. It should be understood that the preferability of one acceptable method of accounting over another for amortizing the cost of purchased customer accounts has not been addressed in any authoritative accounting literature, and in expressing our concurrence below we have relied on management's determination that this change in accounting principle is preferable. Based on our reading of management's stated reasons and justification for this change in accounting principle in the Form 10-Q, and our discussions with

EXHIBIT 18.1 May 15, 2003 Board of Directors Tyco International Ltd. Dear Directors: We are providing this letter to you for inclusion as an exhibit to your Form 10-Q filing pursuant to Item 601 of Regulation S-K. We have been provided a copy of the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2003. Note 1 therein describes a change in accounting principle inseparable from a change in estimate from a 10-year straight-line method of amortizing the cost of purchased customer accounts to an accelerated method over an estimated 12-year period. It should be understood that the preferability of one acceptable method of accounting over another for amortizing the cost of purchased customer accounts has not been addressed in any authoritative accounting literature, and in expressing our concurrence below we have relied on management's determination that this change in accounting principle is preferable. Based on our reading of management's stated reasons and justification for this change in accounting principle in the Form 10-Q, and our discussions with management as to their judgment about the relevant business planning factors relating to the change, we concur with management that such change represents, in the Company's circumstances, the adoption of a preferable accounting principle in conformity with Accounting Principles Board Opinion No. 20. We have not audited any financial statements of the Company as of any date or for any period subsequent to September 30, 2002. Accordingly, our comments are subject to change upon completion of an audit of the consolidated financial statements covering the period of the accounting change. Very truly yours,
/s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP