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Tyco Not To Go Forward With Previously Announced Proxy Statement

06 August 2002

Pembroke, Bermuda: August 6, 2002 - Tyco International Ltd. (NYSE - TYC, BSX -TYC, LSE - TYI) said today that the company will not go forward at this time with its previously announced proxy statement, which proposed an increase in the maximum size of the Board of Directors from 11 to 15 directors.

As announced last week, Ed Breen, Tyco's newly appointed Chairman and Chief Executive Officer, has initiated a comprehensive review of corporate governance at Tyco and will work with the Board to determine appropriate actions to be taken, including changes to the composition of the Board. Mr. Breen has made an absolute commitment to addressing governance matters quickly and effectively. His stated goal is to make the Company a leader in instituting a "best practices" approach to corporate governance.