AMENDMENT TO RETENTION AGREEMENT

        This AMENDMENT TO RETENTION AGREEMENT (this "Amendment") is entered into as of the 9th day of December, 2004, by and between Tyco International Ltd. (the "Parent") and Richard J. Meelia (the "Executive").

W I T N E S S E T H

        WHEREAS, Parent and Executive entered into a Retention Agreement effective as of February 14, 2002 (the "Retention Agreement") to encourage Executive to remain in the employ of Parent and to ensure the continued availability of his advice and counsel, and to assure that he would not provide services for competing business in accordance with the terms thereof; and

        WHEREAS, the Retention Agreement provides for certain benefits to Executive in the event that his employment with Parent is terminated, including certain benefits if his employment is terminated for any reason other than for Cause at any time subsequent to February 28, 2005 and prior to June 1, 2005; and

        WHEREAS, Parent considers it essential to the best interests of the shareholders and Parent to ensure Executive's continued employment with Parent through December 31, 2005, to assist with succession planning; and

        WHEREAS, Executive recognizes the importance of the confidentiality, non-solicitation, noncompetition and other covenants in the Retention Agreement, and acknowledges that he would be subject to these covenants following December 31, 2005, as indicated in the Retention Agreement; and

        WHEREAS, Parent and Executive have agreed to amend the Retention Agreement to extend the June 1, 2005 date referenced above to December 31, 2005.

        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Parent and Executive hereby agree as follows:

        1.     Section 4(g) of the Retention Agreement is hereby amended by deleting the date "June 1, 2005" in the first sentence thereof and replacing it with "December 31, 2005".

        2.     Executive acknowledges and agrees that, as set forth in the provisions of Section 4(g) of the Retention Agreement, the receipt of all items enumerated in clauses (i), (ii) and (iii) thereof is conditioned upon his compliance with the covenants set forth in Sections 7, 8, 9 and 11 of the Retention Agreement.

        3.     Except as specifically modified in Section 1 above, the terms of the Retention Agreement shall remain in full force and effect.



        IN WITNESS WHEREOF, the Parent and the Executive have caused this Amendment to be executed as of the date first above written.

  TYCO INTERNATIONAL LTD.

 

 

By:

 

/s/  EDWARD D. BREEN      
  Name: Edward D. Breen
  Title: Chairman and Chief Executive Officer

 

 

EXECUTIVE:

 

 

/s/  RICHARD J. MEELIA      
Richard J. Meelia

2

Source: OneCLE Business Contracts.