TYCO INTERNATIONAL (US) INC.                               RELOCATION PROGRAM                    FLORIDA CORPORATE HEADQUARTERS RELOCATIONOBJECTIVE: The program, as adopted by the Compensation Committee of the Board ofDirectors on August 1, 1995, is to cover the transfer of applicable employees tothe Florida area as part of the relocation of the Company's United Statesheadquarters to Boca Raton, Florida. \The program is intended not todiscriminate in scope, terms or operation in favor of executive officers ordirectors of the Company and is to be available generally to all applicablesalaried employees, in a form as contemplated by SEC Regulation S-K Instruction(7) (ii) of Item 402 (a)3[ILLEGIBLE]HOUSING COSTS - PURCHASESELLING EXISTING PROPERTYThe Company will assist the employee in selling their existing property bypurchasing it at fair market value.If the employee requests that the Company purchase their existing property, theCompany will contract to have the employee's property appraised. The Companyshall have the property appraised by two licensed, certified general appraisers.The market value of the property for all purposes shall be the average of thevalues determined by such two appraisals, provided that if one of such values ismore than 110% of the other, then the Company and the employee shall jointlychoose a third appraiser who shall make an independent determination of themarket value of the property. The value of the third appraisal shall be combinedwith the two prior appraisals and such average market value shall be conclusiveand binding upon the Company and employee for all purposes hereunder.Upon notice from the employee, the Company will purchase said property and fileall applicable legal documents pertaining to such sale, including, but notlimited to a new mortgage. At such time, the Company will become responsible forinsurance, maintenance and care of the property. The Company will bear the costof and coordinate the process of listing the property for sale.If requested, the Company will advance an interest free bridge loan to theemployee to facilitate the purchase of a new principal residence. In any event,the bridge loan shall not exceed the value of the employee's equity in theirexisting property and such loan shall be repaid to the Company within fifteendays after the date of the closing of the sale of the former principalresidence.                                     99.8-99The employee shall have three months from the date they are notified by theCompany that relocation is required as a condition of employment to inform theCompany that they intend to avail themselves of this program to sell theirexisting property. The employee must make an irrevocable election at this timeas to whether they want the Company to purchase their property. In order toparticipate in the program, the employee must be employed by the Company both attime of election and at the time the Company purchases the property.The employee can choose to manage the sale of their principal residence withoutCompany assistance. However, for purposes of Company bridge loans, such loanmust be repaid within three months, or the Company will enter into a purchasetransaction with the employee at that time to acquire the employee's primaryresidence.PURCHASE OF NEW PROPERTYIf the employee sells their current primary residence, the employee may elect toenter into a separate loan agreement with the Company covering the purchase of anew property. A summary of the loan agreement follows:The employee is required to provide at least 10% of the initial purchase priceof the new property (including, if applicable, the interest free bridge loandiscussed above). For the remaining 90%, financing may include from the Companyan interest free loan up to a maximum of one times the employee's 1997 W-2earnings (plus any 1997 deferrals under the Company's Deferred CompensationProgram) (the "Cap") but in no event would the loan available be less than$200,000, or three times the employee's current salary. This financing is alsoapplicable in the case of the property being new construction. The amountavailable for loans includes the cost of capital improvements to the residencefor items expended within two years of the purchase date (but at no time willthe Company's total loan exceed the Cap.) The employee will be required to granta mortgage on the new property to the Company in order to secure the loan.The employee will be required to grant a mortgage on the new property to theCompany in order to secure the loan. The employee is responsible for payment ofall real estate taxes, assessments, maintenance and insurance for the property.The agreement provides for the repayment of the Company's loan by the employeethrough annual payments over a specified period of time in accordance with aformula based on a percentage of salary, such amount to be reduced by propertytaxes and insurance paid in respect of the residence, and in addition, repaymentbased on proceeds, under certain circumstances, from the sale of Company stockby the employee (either from the restricted stock plan or shares sold afterexercise of options.) The agreement is conditioned upon the future performanceof substantial services by the employee and the benefits of the agreement arenot transferable by the employee.                                    99.8-100Upon termination of the agreement by the employee, the Company will be requiredto purchase the employee's residence at the employee's request, based on fairmarket value. The Company and employee share in any changes in market value ofthe residence. Alternatively, the employee can repay in full the Company's loanrelative to the property at any time. Any loan for property will have interestimputed unless for such property the employee meets the requirements under IRCregulation 1.7872-5T(c)(l)(i) (i.e., the loan proceeds must be used to purchasea new principal residence and the employee must expect to be entitled to andactually itemize deductions for each year the loan is outstanding.)FINANCING OF EMPLOYEE DOWNPAYMENTThe Company will make available, when requested by the employee, financing toassist the employee in making their 10% downpayment in purchasing the newresidence. The loan will be evidenced by a secured promissory note for a periodnot to exceed fifteen years, bearing interest at the long term annualapplicable federal rate under Internal Revenue Code Section 1274(d), to beadjusted annually. The interest will be due and payable annually, but not laterthan January 15th of the year following the calculation period. At theemployee's option, principal pre-payment can be made at any time. Such loan willbe secured by a mortgage on the new residence.HOUSING COSTS - LEASE/RENTALTEMPORARY RENTALWhile making the transition under this relocation program, the employee may,through assistance from the Company, utilize rental property in the Florida areafor living quarters. The employee must pre-approve their choice and the cost ofrental property with the Company. The Company will reimburse the employee forrent, utilities and other sundry costs of this arrangement for a period not toexceed three months. This arrangement presumes the employee is still maintainingtheir primary residence in the vicinity of Tyco's Exeter offices. These expenseswill be treated as compensation to the employee, subject to withholding taxesand reported as such on their Form W-2 for the applicable period. A tax gross-upwill be provided by the Company.RENTAL FOR FAMILY HOUSINGIn order to assist the employee when relocating their family, the program willreimburse rental expense for a three month period after the family has moved tothe Boca Raton area. The employee must pre-approve their choice and the cost ofrental property with the Company. These expenses will be treated as compensationto the employee, subject to withholding taxes and reported as such on their FormW-2 for the applicable period. A tax gross-up will be provided by the Company.                                    99.8-101OTHER REIMBURSEMENTSHOUSE HUNTING EXPENSESThe employee will be reimbursed for transportation, reasonable lodging, and mealexpenses in connection with travel to the new location for the purposes oflocating a new home. Reimbursement for up to two visits will be provided.MOVING COSTSThe employee will be reimbursed for transportation of household goods andpersonal effects through use of selected moving companies as coordinated withthe Company. Additionally, the employee will be reimbursed for all reasonabletravel expenses incurred in getting the employee and their family to the newlocation.HOUSE CLOSING EXPENSESReimbursement will be provided for the employee's normal closing costs andrelated expenses in connection with the purchase of a new home. Costs includesuch items as title search, attorneys' fees for preparation of purchaseagreement and/or the deed, surveys, inspections, appraisal fees, state and localtransfer tax, settlement fees, etc. Employee taxes (federal, state & local)incurred on this allowance will be reimbursed.SETTLING-IN ALLOWANCEIn recognition that there are usually many incidental expenses that may beincurred in relocating and settling in a new home which are not specificallyreimbursable under this relocation program, a settling-in allowance will begranted. Such allowance will be an amount equal to two months salary of theemployee based on their annual rate as of September 30, 1997. Employee taxes(federal, State, and local) incurred on this allowance will be reimbursed.TAX LAW CHANGESThe employee will be protected from any adverse federal tax law changes that mayoccur subsequent to implementation of this program.MiscellaneousThis document is intended to govern the rights and obligations of the employeeand the Company under the program, irrespective of anything to the contrarycontained in any documents or instruments related to the program.1/14/98