RNS Number:4222I
Tyco International Ld
06 March 2003



FOR IMMEDIATE RELEASE



              TYCO REPORTS ON RESULTS OF ANNUAL MEETING



Pembroke, Bermuda - March 6, 2003 - Tyco International Ltd. (NYSE - TYC, BSX -
TYC, LSE - TYI) today reported on the results of the Company's Annual
General Meeting of shareholders at which a new ten-member Board was elected and
a number of shareholder proposals were voted upon.



Chairman and CEO Ed Breen said, "I am extremely pleased with the quality of
Tyco's newly constituted Board.  This Board is composed of world-class business
leaders who are strategic thinkers and people of integrity.  They represent the
brighter future that lies ahead for Tyco -- a future built on integrity,
credibility and a commitment to delivering shareholder value."



Mr. Breen continued, "Among the priority issues that will be reviewed by the
Board over the next year is the question of whether Tyco should be
reincorporated in the U.S.  I am gratified that the majority of Tyco
shareholders voted with management's recommendations that the new Board be given
the time and responsibility to study this question seriously.    The Board is
committed to looking closely at Tyco's jurisdiction of incorporation, and we
will make a decision based on what is best for overall shareholder value."



Mr. Breen added:  "We understand the concerns behind the vote in support of the
shareholder proposal to limit severance agreements, and we agree with the spirit
of the proposal. In the year ahead, the new Board will carefully consider
implementing a new severance policy as part of its review of Tyco's governance
program."



Board of Directors



Tyco's ten-member Board includes Mr. Breen, five existing directors who were
named to the Board since Mr. Breen's appointment last July, and four new members
who previously had not served on the Board.



The four new members are:



*        Dennis C. Blair, Retired Commander-in-Chief of the U.S. Pacific
         Command;

*        H. Carl McCall, Former Comptroller of the State of New York;

*        Brendan R. O'Neill, Chief Executive of Imperial Chemical Industries
         PLC;

*        Sandra S. Wijnberg, Senior Vice President and Chief Financial Officer
         at Marsh & McLennan Companies, Inc.



In addition to Mr. Breen, the other Board members are:



*        John A. Krol, Lead Director of Tyco and Former Chairman and CEO of E.
         I. DuPont de Nemours and Company;

*        George W. Buckley, Chairman and CEO of Brunswick Corporation;

*        Bruce S. Gordon, President of Retail Markets at Verizon Communications;

*        Mackey J. McDonald, Chairman, President and CEO of VF Corporation;

*        Jerome B. York, Chairman, President and CEO of Micro Warehouse, Inc.



Voting Results



Approximately 87% of the company's outstanding common shares were present,
either in person or by proxy.  The results of the votes cast at today's Annual
General Meeting are as follows (all percentages are approximate):



*        Proposal Number One: To elect the nominated slate of candidates to the
Board of Directors.  Each of the directors nominated for election was elected
and received more than 94% of the votes cast.



*        Proposal Number Two:  To appoint PricewaterhouseCoopers LLP as Tyco's
independent auditors and authorize the Audit Committee of the Board of Directors
to set the auditors' remuneration.

For:  77.0%

Against:  23.0%



*        Proposal Number Three:  To increase the number of authorized common
shares from 2,500,000,000 to 4,000,000,000 and to amend Tyco's bye-laws to
reflect such increase.

For:  86.5%

Against:  13.5%



*        Proposal Number Four:  To institute a policy that would require Tyco to
phase out production of PVC-containing and phthalate-containing medical
products.

For:  2.9%

Against:  97.1%



*        Proposal Number Five:  To require certain future severance agreements
for executives to be approved by shareholder vote.

For:  57.7%

Against:  42.3%



*        Proposal Number Six:  To require executive compensation stock options
be linked to an industry peer group stock performance index.

For:  11.1%

Against:  88.9%



*        Proposal Number Seven:  To require a change in Tyco's jurisdiction of
incorporation from Bermuda to Delaware.

For:  26.4%

Against:  73.6%



*        Proposal Number Eight:  To amend the bye-laws to require that an
independent director who has not served as chief executive officer of the
company shall serve as Chairman of the Board of Directors.

For:  33.1%

Against:  66.9%



*        Proposal Number Nine:  To adopt a policy that in the future Tyco's
independent accountants will only supply audit services and not supply any other
services.

For:  10.3%

Against:  89.7%



About Tyco International Ltd.


Tyco International Ltd. is a diversified manufacturing and service company.
Tyco is the world's largest manufacturer and servicer of electrical and
electronic components; the world's largest designer, manufacturer, installer and
servicer of undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems and electronic
security services and the world's largest manufacturer of specialty valves.
Tyco also holds strong leadership positions in medical device products, and
plastics and adhesives.  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 of 1995. 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 and
Tyco's Quarterly report on Form 10-Q for the fiscal quarter ended December 31,
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.



                                     # # #



Contact:                Gary Holmes (Media)
                        212-424-1314

                        Kathy Manning (Investors)
                        603-334-3900


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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