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

During the course of fiscal year 2009, the Board of Directors (the "Board") of Tyco International Ltd. (the "Company") and the Compensation and Human Resources Committee (the "Committee") determined that, in light of challenging macroeconomic conditions, capital market turmoil and deteriorating end market conditions, management emphasis on cash conversion and free cash flow generation was important to the Company in improving balance sheet strength, providing operating flexibility and protecting shareholder value. Accordingly, the Board and the Committee established an incentive program for eligible employees at the Company's business segments designed to encourage and reward achievement of performance targets related to cash conversion and free cash flow generation. In light of each business segment's performance against these measures, on November 16, 2009, the Board approved discretionary cash awards to the presidents of the business units. The awards for Naren Gursahaney and George Oliver, each a named executive officer of the Company, were in the amounts of $146,000 and $282,000, respectively.

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