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FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT
The First Amendment to the Executive Employment Agreement, dated as of September 30, 2004, (the "First Amendment")
by and between William B. Lytton (the "Executive") and Tyco International Ltd., a Bermuda corporation (the "Company").
WHEREAS, the Company and The Executive entered into an Executive Employment Agreement dated as of September 30,
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:
Pargraph 3 of the Agreement is amended to delete the first sentence and replace it with the following sentence:
"As of the Renewal Date, the Company agrees to pay the Executive a base salary (the "Base Salary") at
an annual rate of not less than US $675,000, payable in accordance with the regular payroll practices of
the Company, but not less frequently than monthly."
Paragraph 6 (d) is amended to delete the first sentence and replace it with the following sentence:
"The Company shall provide to the Executive a Flex-Perq Allowance pursuant to the Tyco Flexible
Perquisite Plan for US Executives paid in four quarterly installments to be used at the Executive's
discretion to pay for items not otherwise covered under the Company's benefit programs or expense