FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT

        The First Amendment to the Executive Employment Agreement, dated as of September 18, 2004, (the "First Amendment") by and between David J. FitzPatrick (the "Executive") and Tyco International Ltd., a Bermuda corporation (the "Company").

WITNESSETH:

        WHEREAS, the Company and The Executive entered into an Executive Employment Agreement dated as of September 18, 2002 (the "Agreement");

        WHEREAS, the Company and the Executive desire to amend the Agreement to update the terms to reflect developments since the Effective Date.

        NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

        Section 1. Each capitalized term used in this First Amendment and not otherwise defined herein shall have the definitions assigned thereto in the Agreement.

        Section 2. The parties agree that effective as of the date of this First Amendment (the "Renewal Date"), the Agreement is hereby amended as follows:

        Section 3. Except as expressly modified and amended hereby, the Agreement shall continue to be and shall remain in full force and effect in accordance with its terms. The general provisions set forth in Agreement shall pertain with full force and effect to the First Amendment including without


limitation Sections 12 through 24 and any references to the Agreement shall be read to include the First Amendment thereto.

        Section 4. The First Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the date first above written.

  TYCO INTERNATIONAL LTD.

/s/  DAVID J. FITZPATRICK      
DAVID J. FITZPATRICK

 

/s/ EDWARD D. BREEN
By:  EDWARD D. BREEN

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Source: OneCLE Business Contracts.