[LETTERHEAD OF TYCO]                            Tyco International (US) Inc.                                                P.O. Box 5035                                                Boca Raton, FL 33431-0835                                                Writer's Direct: 561-988-3683                                                Writer's Fax:    561-988-3639          INTEROFFICE MEMORANDUM[ILLEGIBLE]DATE      December 15, 2000TO        FilesFROM      Mark SwartzSUBJECT   Special ADT Automotive related bonuses          In October 2000, Tyco successfully completed the sale of ADT          Automotive. The automotive business was sold for $1 billion and          generated a one-time gain in excess of $400 million on the books of          Tyco. We have decided to award special bonuses to various Tyco          employees for their efforts over the past few years in enhancing the          value of the Automotive business, and thereby contributing to this          gain. Selected employees will receive their bonus in the form of Cash,          forgiveness of relocation loans, and/or Tyco Common shares under          Tyco's restricted stock program.          These bonus payments are NOT in lieu of a normal yearend bonus, nor an          advance of the FY01 yearend bonus, rather the amounts represent an          incremental payment to reward selected employees for the successful          sale of the Automotive business and the generation of a gain in excess          of $400 million.          Cc: L.D Kozlowski              P Prue