Newly Elected Tyco Board Makes Committe Assignments And Adopts New Initiatives

The new measures include:

* The re-election by the independent directors of John A. Krol as Lead Director. In this role, Mr. Krol facilitates and chairs executive sessions of the Board, which are held after every Board meeting, sets the agenda for Board meetings, and coordinates the information flow to the Company.

* New assignments for membership on the Board's committees.

* The adoption of new Board Governance Principles, which document the responsibilities of the directors in overseeing the management of Tyco's businesses in the best interests of shareholders.

* The adoption of a new employee Guide to Ethical Conduct, which provides explicit guidelines on conduct that is expected of everyone at Tyco.

* The adoption of a new Delegation of Authority policy to strengthen control over cash disbursements at the Company.

* A decision to study in detail the issues related to the Company's incorporation in Bermuda.

* A decision to adopt new severance guidelines for senior executives at the next Board meeting.

The Board also determined that, except for Chairman and CEO Edward D. Breen, all members of the Board are considered "independent members." Institutional Shareholder Services, Inc., one of the world's leading providers of proxy voting and corporate governance services, has also determined these nine members of the Board are independent according to its standards.

"Tyco now has in place an entirely new Board of Directors elected by our shareholders," commented Edward D. Breen, Chairman and Chief Executive Officer of the Company. "The clear mission of this Board is to ensure that the new Tyco adheres to the highest standards of corporate governance and that all of us at the Company dedicate ourselves to building value for our shareholders."

"The actions taken today are only among the first steps in a continuing drive by the Board and management to establish clear and uncompromising standards of conduct in every aspect of our management and financial reporting and to strengthen specifically the performance of our businesses. The Board as a whole, together with each of its committees, will work to achieve these goals through informed, substantive and probing deliberations. We are determined to distinguish Tyco for its leadership in corporate governance while also unlocking the potential of the strong portfolio of businesses that make up this Company."

Board Reorganization

In organizing its committees, the Board appointed the following members:

* John A. Krol is to chair the Corporate Governance and Nominating Committee. Bruce S. Gordon and H. Carl McCall were also appointed as committee members. The Senior Vice President for Corporate Governance reports to Mr. Krol as Chairman of this committee.

* Jerome B. York is to chair the Audit Committee. Brendan O'Neill and Sandra Wijnberg were also appointed as committee members. Additionally, all three of these directors were determined by the Board to be "financial experts" according to SEC regulations. The Vice President of Corporate Audit and the Corporate Ombudsman report to Mr. York as Chairman of this committee.

* Mackey J. McDonald is to chair the Compensation Committee. Adm. Dennis C. Blair (U.S. Navy, Ret.) and George W. Buckley were also appointed as committee members.

Other Governance Actions

The governance initiatives announced today are the product of an in-depth five-month review and analysis that involved benchmarking proposed changes at Tyco against "best practices" companies. The Board drew upon the expertise of such recognized governance specialists as Charles Elson, of the University of Delaware Corporate Governance Center, Michael Useem of the Wharton School of Business at the University of Pennsylvania, and Jay Lorsch of Harvard Business School. Tyco also formed a special working group of the Board, with Ira Millstein of law firm Weil, Gotshal & Manges, serving as an expert outside advisor, to advance the process.

As one key outcome of this comprehensive review analysis, the Board approved new Board Governance Principles, a new Delegation of Authority policy to strengthen control over cash disbursements at the Company, and a new employee Guide to Ethical Conduct.

* The new Board Governance Principles describe the mission and values of the Board of Directors of the Company. The document delineates the responsibilities of the Directors in overseeing the management of Tyco's businesses in the best interest of shareholders and in a manner that is consistent with good corporate citizenship. The Board Governance Principles reflect the Board's belief that good governance requires not only an effective set of specific practices, but also a company-wide culture of integrity and accountability that starts with its leadership.

* The Company's Delegation of Authority policy provides precise guidelines and matrices that draw clear lines of authority and accountability, coupled with budgetary esponsibility, for expending company funds. This policy encompasses such areas as employee compensation, borrowings and capital expenditures, acquisitions, travel and entertainment, investments and charitable contributions.

* The employee Guide to Ethical Conduct provides explicit guidelines on what is expected of everyone who works at Tyco. It includes the four core values of the company - integrity, excellence, teamwork and accountability. It also provides a close look at a variety of on-the-job issues such as ethical conduct, fraud, financial controls, conflicts of interest, record-keeping, protection of confidential information, harassment, substance abuse, and inappropriate gifts. The Guide also clearly explains how employees worldwide can report a violation of the code of conduct or seek guidance on particular issues, with complete confidentiality, by calling Tyco's toll free CONCERNline or by contacting the office of the Tyco Ombudsman. Tyco recently announced the hiring of Richard Baran as its first Corporate Ombudsman.

The governance practices announced today implement and in some instances exceed the requirements of the Sarbanes-Oxley Act, New York Stock Exchange listing requirements and the Company's own high standards of good corporate governance.