Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On December 4, 2008, the Board of Directors of Tyco International Ltd. (the "Company") determined that it was in the best interests of the Company to terminate the Director Deferred Compensation Plan (the "Plan") effective as of December 4, 2008.

The Plan previously allowed each non-employee Director to make an election to defer some or all of his or her cash remuneration for that year, which could be invested into funds that attempt to mirror the investment results of funds available under the Company's 401(k) retirement savings and investment plans.

Each non-employee Director will continue to receive a compensation package from the Company for his or her service on the board of directors. A Director who is also an employee of the Company will continue to receive no additional remuneration for services as a Director.

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