AS AMENDED DECEMBER 9, 1993                             TYCO INTERNATIONAL LTD.                    1983 KEY EMPLOYEE CORPORATE LOAN PROGRAMPURPOSE    The Company believes that a program of providing loans to Key Employees forthe purpose of attracting and retaining outstanding individuals as employees ofTyco International Ltd. (the "Company") and its subsidiaries would bebeneficial. Therefore, the Company has established the 1983 Key EmployeeCorporate Loan Program (the "Program") to encourage ownership of Company commonstock on favorable terms, and to reward those who have contributed to pastsuccess and those who are expected to make substantial contributions in thefuture to the successful management and growth of the Company.    Under the Program, loan proceeds may be used for payment of federal incometaxes due upon the vesting of Company common stock from time to time under the1983 and 1994 Restricted Stock Ownership Plans for Key Employees, and torefinance other existing outstanding loans for such purposes. In no event,however, may such loan exceed the amount allowable to be loaned by the Companyto such individual for such purpose as provided by any regulation of the UnitedStates Treasury or other state or federal statute.ADMINISTRATION    The Program will be administered by the Compensation Committee (the"Committee") appointed by the Board of Directors and consisting of three or moremembers of the Board of Directors. None of the members of the Committee shall beeligible to participate in the Program during such membership.    The interpretation and construction by the Committee of any provisions ofthe Program or of other matters related to the Program shall be final unlessotherwise determined by the Board of Directors. A majority of the members of theCommittee qualified to act on any question may act by meeting or by writingsigned without meeting, and may execute any instrument or document required, ordelegate to one of its members authority to sign. The Committee, from time totime, may adopt such rules and regulations as it considers desirable for theadministration of the Program. No member of the Committee or of the Board ofDirectors shall be liable for any action or determination made in good faithwith respect to the Program.PARTICIPANTS    In the sole discretion of the Committee, Participants in the Program willconsist of officers or other Key Employees of the Company and its subsidiarieswho are recipients of awards under the 1983 or 1994 Restricted Stock OwnershipPlan for Key Employees, and any other similar plans hereafter adopted by theCompany.    The Committee may authorize a maximum amount of loans under the Program upto a limit of five times the Participant's annual salary (base salary plusbonus) determined at the time of loan application.TERMS  PROMISSORY NOTE:    A Promissory Note will be executed at the time of the Loan, setting forththe terms and conditions of the loan. The term of the loan will be the lesser ofTen (10) years or attainment of age 69, subject to                                     99.8-91the following mandatory prepayment schedule in cases in which the term of theNote matures subsequent to normal retirement age:    ATTAINMENT OF:     Age 66--payment of 10% of Loan outstanding at normal retirement age     Age 67--payment of 20% of Loan outstanding at normal retirement age     Age 68--payment of 30% of Loan outstanding at normal retirement age     Age 69--payment of 40% of Loan outstanding at normal retirement age    The foregoing mandatory prepayment schedule shall not apply as long as theParticipant has not retired from active employment by the Company or in theevent the Participant continues to serve on the Board of Directors of theCompany. In such instances, the mandatory prepayment schedule shall commenceafter retirement or the date of termination of his service as a member of theBoard of Directors. Prepayment in such event shall be 10% of the loanoutstanding one year after such date; 20% of the loan outstanding two yearsafter such date; 30% of the loan outstanding three years after such date; 40% ofthe loan outstanding four years after such date.    The Note may be renewed solely at the option of the Company.  INTEREST RATE:    Effective January 1, 1993, interest on amounts loaned under the Programshall be at a rate equal to prime lending rate announced by the principallending or agent commercial bank of the Company (or such other bank as may bedetermined by the Board of Directors), such rate to change, from time to time,so that it shall at all times be equal to such prime lending rate, but adjustedno more often than quarterly. Interest is payable annually by the borrower on orbefore January 15 of the next succeeding calendar year. Upon payment of alloutstanding balances, a payment of interest accrued to such date shall be paidsimultaneously therewith. Interest shall be calculated on the basis of a 365 dayyear.    For loans granted prior to January 1, 1993, interest shall be at a rate ofeight percent (8%) per annum, unless the borrower made a one-time electionduring January, 1993 to convert such interest rate to the prime lending ratemethod discussed in the paragraph above.PAYMENT OF PRINCIPAL    The principal may be prepaid at any time, and from time to time, withoutpenalty, during the term of the Loan. Such prepayment shall be made togetherwith payments of accrued interest on the prepaid amount to date of prepayment.    In the event a Participant voluntarily terminates employment, other than byreason of a disability permanently preventing his continued employment,principal repayment shall be made in Two (2) equal payments of Fifty percent(50%) of the amount then outstanding. The first payment is due forthwith upontermination; the second payment Three (3) months after termination; withinterest on each payment accrued to the date of such payment. For purposes ofapplying the principal repayment provision of this paragraph, retirement by aParticipant prior to attaining age 65 (unless authorized by the Committee) willconstitute voluntary termination of employment.    In the event a Participant is terminated by the Company, other than forcause, repayment of all outstanding loans together with interest thereon, mustbe made within Twelve (12) months of such termination.    Death of a Participant shall not constitute termination of employment forrepayment purposes. In the event of the death of a Participant, repayment of alloutstanding loans, including interest thereon, must be made within twelve monthsfrom the date of death.    Termination of a Participant for cause will require immediate repayment ofall outstanding loans and all accrued interest. Cause is herein defined asdishonesty or engagement in illegal activities in the course of employment, orthe conviction of the Participant of a felony or the entry of a plea of nolocontendere or like plea to a felony charge against the Participant.                                     99.8-92    Under the sale or other transfer or disposition of all or any part of sharesfor which loans hereunder have been granted (other than a gift to parents,spouse or children), then the Participant shall forthwith prepay an amount whichshall be the greater of:        (a) fifty percent (50%) of the market value of the Common stock of the    Company, sold, transferred or disposed of, as reported on the New York Stock    Exchange as of the close of business on the date of such sale, transfer, or    disposition; or        (b) the full amount of the loan that has been made to the Participant    with reference to such shares which were sold, transferred or disposed of.ADDITIONAL CONDITIONS    In the event the Company should subsequently sell or otherwise dispose ofits ownership of a subsidiary by which the Participant is employed and if theParticipant is not retained as an employee of the Company or another subsidiaryof the Company after the transaction, such event shall be treated as atermination of the employment of the Participant by the Company requiring therepayment as above provided. A subsidiary of the Company, for purposes of theLoan Program, shall mean a corporation in which the Company owns at least 80% ofthe equity securities directly and/or indirectly through other corporations, solong as the ownership interest in such corporation ultimately attributable tothe Company through such direct and/or indirect ownership is not less than 80%.    The Company shall be entitled to declare the entire unpaid principal sum andall accrued and unpaid interest hereunder immediately due and payable at anytime after the occurrence of any of the following events:        (a) The failure of the Participant to make any payment of interest or    principal by the due date therefor, which failure shall continue for more    than 30 days after written notice of such failure shall have been given to    the Participant.        (b) The insolvency or inability of the Participant to pay his debts as    they mature, the filing by the Participant of a voluntary petition in    bankruptcy or for the adjustment of his debts under the Bankruptcy Code or    the failure to have dismissed within 45 days after filing of an involuntary    petition in bankruptcy filed against the Participant.