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TYCO Announces Exercise Of Option To Buy Additional $750 Million Of Convertible Debentures

08 8 2003

Pembroke, Bermuda - 8 January 2003 - Tyco International Ltd. (NYSE - TYC, BSX - TYC, LSE - TYI) today announced that the initial purchasers of its announced private placement of $2.5 billion principal amount of 2.75% Series A Convertible Senior Debentures due 2018 and $1.25 billion principal amount of 3.125% Series B Convertible Senior Debentures due 2023 through its wholly-owned subsidiary, Tyco International Group S.A., have exercised their option to buy up to an additional 20% of debentures in full, resulting in the sale of an additional $500 million principal amount of 2.75% Series A Convertible Senior Debentures due 2018 and $250 million principal amount of 3.125% Series B Convertible Senior Debentures due 2023. With the exercise of the option, the total size of the offering rises to $4.5 billion. The placement of all of the debentures is expected to close on January 13, 2003. Tyco intends to use the net proceeds to repay debt and for general corporate

purposes.

The debentures will be offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933. The debentures will not be registered under the Securities Act. Unless so registered, the debentures may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the debentures in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Tyco International Ltd.

Tyco International Ltd. is a diversified manufacturing and service company. Tyco operates in more than 100 countries and had fiscal 2002 revenues from continuing operations of approximately $36 billion.

Forward-Looking Statements

This release may contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of1995. These statements are based on management's current

expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. The forward-looking statements in this release include statements addressing

the following subjects: future financial condition and operating results. Economic, business, competitive and/or regulatory factors affecting Tyco's businesses are examples of factors, among others, that could cause actual results to differ materially from those described in the forward-looking statements.

More detailed information about these and other factors is set forth in

Tyco's Annual Report on Form 10-K for the fiscal year ended September 30, 2002. Tyco is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

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Contact: Gary Holmes (Media)

212-424-1314

Kathy Manning (Investors)

603-778-9700