SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

 Exhibit 10

                             TYCO INTERNATIONAL LTD.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                  PLAN DOCUMENT

     1.   Introduction.
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          (a)  The name of this plan is the Tyco International Ltd. Supplemental

Executive Retirement Plan.  The Plan is intended to make up for contributions

that cannot be made on behalf of certain key employees under the Savings Plan by

reason of the Limitations.  The Plan shall be construed consistent with the

purposes described herein, including without limitation, the anti-conditioning

rules of Section 401(k)(4) of the Code.

          (b)  The Plan is intended to be "a plan which is unfunded and is

maintained by an employer primarily for the purpose of providing deferred

compensation for a select group of management or highly compensated employees"

within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

     2.   Definitions.  Wherever used herein, the following terms have the
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meanings set forth below, unless a different meaning is clearly required by the

context.  Any capitalized term not defined herein shall have the meaning given

to it in the Savings Plan.

          (a)  "Account" means the bookkeeping account maintained for each

Participant to which amounts credited on behalf of the Participant under Section

3 shall be recorded.

          (b)  "Affiliated Entity" means any entity considered to be in the same

controlled group (within the meaning of Section 302(d)(8)(C) of ERISA) as Tyco

International Ltd.

          (c)  "Beneficiary" means the individual(s) designated by the

Participant to receive any benefits due upon or after his or her death pursuant

to Section 8.  In the absence of an effective Beneficiary designation at the

time of the Participant's death, the Participant's Beneficiary shall be his or

her spouse, or if the Participant does not have a spouse at the date of his or

her death, then to the Participant's executors or administrators.

          (d)  "Board of Directors" means the Board of Directors of Tyco

International Ltd.

          (e)  "Code" means the Internal Revenue Code of 1986, as amended, and

any successor code, and related rules, regulations and interpretations.

          (f)  "Company" means Tyco International Ltd. and any successor to all

or a major portion of its assets or business which assumes the obligations of

Tyco International Ltd.

          (g)  "Compensation" means, with respect to any Participant, direct

cash compensation paid during the calendar year to that Participant by the

Company or an Affiliated Entity for services rendered, including salaries,

commissions and bonuses, in each case as determined by the Committee, and

including any amount which would have been paid to the Participant but for an

election under the Savings Plan or the Company's Deferred Compensation Plan, or

a cafeteria plan under Section 125 of the Code, but excludes any amounts paid

from this Plan or the Company's Deferred Compensation Plan, income from the

exercise of non-qualified stock options or from the disqualifying disposition of

incentive stock options, income realized when restricted stock becomes fully

transferable or is no longer subject to a substantial risk of forfeiture,

reimbursement for moving expenses and other relocation expenses, mortgage

interest differentials, payment for reimbursement for taxes, international

assignment premiums, allowances and any other reimbursements.

          (h)  "Committee" means the Company's Retirement Committee.

          (i)  "Disability" means a Participant's permanent and total incapacity

of engaging in any employment for the Company or any Affiliated Entity for

physical or mental reasons.  Disability shall be deemed to exist only when such

Participant meets either the requirements for disability benefits under the

Social Security law then in effect, or the requirements for disability benefits

under a long-term disability plan maintained by the Company or an Affiliated

Entity.

          (j)  "Eligible Employee" means each employee of the Company or an

Affiliated Entity with Compensation equal to the limit imposed by Section

401(a)(17) of the Code ($150,000 for 1995) or greater. With regard to the credit

provided by the Section 3(c), the term "Eligible Employee" also means each

Kendall employee who is precluded from receiving the supplemental employer

matching contributions under the terms of the Savings Plan.  Notwithstanding the

foregoing, the term "Eligible Employee" does not include an employee who is

covered by an agreement that provides for supplemental retirement benefits or an

employee who is covered by an agreement which provides for severance from

employment.

          (k)  "ERISA" means the Employee Retirement Income Security Act of

1974, as amended and any successor statute, and related rules, regulations and

interpretations.

          (l)  "Kendall" means The Kendall Company.

          (m)  "Kendall Plan" means The Kendall Employees' Savings and

Investment Plan.

          (n)  "Limitations" means the limitations imposed under Sections

401(a)(17) and 415 of the Code.

          (o)  "Participant" means any Eligible Employee designated by the

Committee to participate in the Plan.  Notwithstanding the foregoing, any

individual who was a Participant in a prior Plan Year but who ceases to be an

Eligible Employee shall continue to be a Participant so long as amounts remain

credited to his or her Account, but he or she shall cease to be a Participant

for purposes of receiving Participant Credits under Section 3.

          (p)  "Plan" means the Tyco International Ltd. Supplemental Executive

Retirement Plan.

          (q)  "Plan Year" means the twelve-month period ending on each

December 31st.

          (r)  "Quarter" means each of the three-month periods ending on March,

June, September and December in each Plan Year.

          (s)  "Retirement" or "Retires" shall mean severance from employment

from the Company and all Affiliated Entities for any reason other than a leave

of absence or death on or after the earlier of the attainment of (i) age 65 or

(ii) age 55 and ten Years of Service.

          (t)  "Savings Plan" means the Tyco International Ltd. Retirement

Savings and Investment Plan.

          (u)  "Year of Service" means each "Year of Vesting Service" credited

to the Participant under the Savings Plan.

     3.   Participant Credits.
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          (a)  Effective as of the last day of each Quarter, the Company shall

credit to each Participant's Account an amount equal to the maximum employer

matching contributions which would have been credited to the account of the

Participant under the Savings Plan pursuant to the plan formula contained

therein, but utilizing the definition of "Compensation" used in this Plan and

disregarding the Limitations, regardless of the Participant's actual level of

participation in the Savings Plan, less the maximum employer matching

contributions permitted by the Limitations.

          (b)  With respect to each Participant who is a Kendall employee,

effective as of July 1, 1995, the Company shall credit to such Participant's

Account an amount equal to the maximum employer matching contributions which

would have been credited to the account of the Participant under the Kendall

Plan for the period July 1, 1995 through December 31, 1995 pursuant to the plan

formula contained therein (but without regard to the plan provision precluding

certain employees from receiving the supplemental match) and utilizing the

definition of "Compensation" used in the Kendall Plan and disregarding the

Limitations, regardless of the Participant's actual level of participation in

the Kendall Plan, less the sum of the maximum employer matching contributions

permitted by the Limitations for the same period and the amount credited to the
                                                 ---

Participant's cash balance account in The Kendall Company and Subsidiaries

Pension Plan for the period January 1, 1995 through June 30, 1995.  Such credit

shall be made as of the last day of each Quarter beginning July 1, 1995 and

October 1, 1995.

          (c)  With respect to each Participant who is a Kendall employee and

who is precluded by the terms of the Kendall Plan from receiving a supplemental

employer matching contribution, the Company shall credit to such Participant's

Account an amount equal to the maximum supplemental employer matching

contributions (i.e., the additional employer matching contributions for

participants with ten or more Years of Service) which would have been credited

to the account of such Participant under the Kendall Plan for the period July 1,

1995 through December 31, 1995 but for such preclusion.  Such credit shall be

made as of the last day of each Quarter beginning July 1, 1995 and October 1,

1995.

          (d)  Notwithstanding the foregoing, the Company reserves the right to

adjust the credits to any Participant's Account if the Participant's

Compensation for the Plan Year is less than the limit imposed by Section

401(a)(17) of the Code.

     4.   Crediting Earnings and Losses.
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          (a)  Except as otherwise provided in Section 7(c) with respect to

installment payments, as of the last day of each Quarter and as of any other

date designated by the Committee for the revaluation and adjustment of Accounts,

each Participant's Account shall be adjusted to reflect an amount of earnings or

losses to be credited on the amount previously credited to such Account.  The

Committee shall, from time to time and in its sole discretion select one or more

investment vehicles to be used as the measuring standards for crediting earnings

or losses standing to the credit of each Participant.  The earnings or losses to

be credited to each Participant's Account for any period shall be equivalent to

the amount of earnings or losses which would have been credited to the Account

if such Account had actually been invested in such vehicle during such period.

          (b)  Notwithstanding the foregoing, the Committee may change the

method of crediting earnings or losses to Accounts under the Plan, by written

notice to each Participant, which notice shall specify the new method for

crediting earnings or losses to be used and the effective date of such change.

     5.   Vesting
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          (a)  A Participant shall become fully vested in the full value of the

amount credited to his or her Account upon attainment of age 55, death,

Disability, or completion of at least five Years of Service.

          (b)  A Participant whose employment with the Company or any Affiliated

Entity terminates prior to attainment of age 55 (for any reason other than death

or Disability) with fewer than five Years of Service will forfeit all amounts in

his or her Account upon his or her termination of employment.

     6.   Timing of Distribution
          ----------------------

     Upon initial enrollment in the Plan, a Participant shall irrevocably elect

on a form prescribed by the Company to commence distribution of his or her

vested Account balance either (a) upon his or her Retirement or other

termination of employment, or (b) in any calendar year that is at least five

years from initial participation in the Plan as may be selected by the

Participant, but not later than the year in which the Participant attains age 70

(the "Distribution Year").  If no election is made, the distribution will

commence upon the Participant's termination of employment.

     7.   Method of Distribution
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          (a)  Upon initial enrollment in the Plan, a Participant shall

irrevocably elect on a form prescribed by the Company to receive his or her

vested Account balance pursuant to one of the following payment options:

               (i)  A single lump sum to be paid within 60 days following the

                    quarter in which the Participant Retires or otherwise

                    terminates his or her employment with the Company or an

                    Affiliated Entity or within the first 60 days of the

                    Distribution Year.

               (ii) Annual equal installments over a period not to exceed 15

                    years, beginning no later than 60 days of the calendar year

                    next following the year in which the Participant Retires or

                    otherwise terminates his or her employment with the Company

                    or an Affiliated Entity or March 1 of the Distribution Year.

     If no election is made, the distribution will be made in a lump sum

pursuant to (i) above.

          (b)  All amounts credited to each Participant's Account which become

payable hereunder shall be paid by the Company or an Affiliated Entity in cash. 

Each such Account shall be charged with the amount distributed with respect

thereto as of the date of payment.

          (c)  In the event a benefit is paid in installments, installment

payment amounts shall be determined in the following manner:

               (i)  The interest rate to be used to calculate installment

                    payment amounts shall be a fixed interest rate that is

                    determined by averaging the rates of earnings or losses for

                    the five Plan Years preceding the initial year of

                    distribution.  If a Participant has participated in the Plan

                    for fewer than five Plan Years, this average shall be

                    determined by averaging the rates of earnings or losses for

                    the Plan Years during which he or she participated in the

                    Plan.

               (ii) Based on the interest rate determined in (i) above, the

                    Participant's Account balance shall be amortized in equal

                    annual installment payments over the term of the specified

                    installment period.

     8.   Payments Upon Death.
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          (a)  In the event of a Participant's death prior to his or her

termination of employment with the Company or an Affiliated Entity, the full

value of the amount credited to the Participant's Account shall be paid to the

Participant's Beneficiary in a single lump sum as soon as practicable after such

Participant's death.

          (b)  In the event of a Participant's death after his or her

termination of employment but before full distribution of the amounts to be paid

to him or her pursuant to Section 7 has been completed, the value of the amounts

payable under Section 7 shall be paid to the Participant's Beneficiary in a

single lump sum as soon as is practicable after such Participant's death.

          (c)  Each Participant may designate, from time to time, a Beneficiary

or Beneficiaries (who may be named contingently or successively) to whom any

amounts which remain credited to the Participant's Account at the time of his or

her death shall be paid.  Each such designation shall revoke all prior

designations by the same Participant, except to the extent otherwise

specifically noted, shall be in a form prescribed by the Company and shall be

effective only when filed by the Participant in writing with, and acknowledged

by, the Company during his or her lifetime.

     9.   No Funding Required.
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          (a)  Nothing in this Plan will be construed to create a trust or to

obligate the Company or any other person to segregate a fund, purchase an

insurance contract, or in any other way to fund currently the future payment of

any benefits hereunder, nor will anything herein be construed to give any

Participant or any other person rights to any specific assets of the Company or

of any other person.  Except as described in (b) below, any benefits which

become payable hereunder shall be paid from the general assets of the Company.

          (b)  The Company in its sole discretion may establish a grantor or

other trust of which the Company is treated as the owner under the Code, to

provide for the payment of benefits hereunder, subject to the claims of the

Company's general creditors in the event of insolvency, and subject to such

other terms and conditions as the Company may deem necessary or advisable to

ensure (i) that benefits are not includible, by reason of the establishment or

funding of such trust, in the income of trust beneficiaries prior to actual

distribution and (ii) that the existence of such trust does not cause the Plan

or any other arrangement to be considered funded for purposes of Title I of

ERISA.

     10.  Plan Administration and Interpretation.  The Company shall have
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complete control over the administration of the Plan and complete control and

authority to determine, in its sole discretion, the rights and benefits and all

claims, demands and actions arising out of the provisions of the Plan of any

Participant, Beneficiary, or other person having or claiming to have any

interest under the Plan and the Company's determinations shall be conclusive and

binding on all such parties.  The Company shall be deemed to be the Plan

Administrator with the responsibility for complying with any reporting and

disclosure requirements of ERISA.  The rights of the Company hereunder shall be

exercised by the Committee.  To the extent that the Committee is unable or

unwilling to exercise any right hereunder or make any determination hereunder,

however, the Board of Directors shall exercise such right or make such

determination.

     11.  Claims Procedure.
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          (a)  Any Participant or Beneficiary of a deceased Participant (such

Participant or Beneficiary being referred to below as a "Claimant") may deliver

to the Committee a written claim for a determination with respect to the amounts

distributable to such Claimant from the Plan.  If such a claim relates to the

contents of a notice received by the Claimant, the claim must be made within 60

days after such notice was received by the Claimant.  All other claims must be

made within 180 days of the date on which the event that caused the claim to

arise occurred.  The claim must state with particularity the determination

desired by the Claimant.

          (b)  The Committee shall consider a Claimant's claim within 90 days,

and shall notify the Claimant in writing:

               (i)  that the Claimant's requested determination has been made,

and that the claim has been allowed in full; or

               (ii) that the Committee has reached a conclusion contrary, in

whole or in part, to the Claimant's requested determination, and such notice

must set forth in a manner calculated to be understood by the Claimant:

                    (A)  the specific reason(s) for the denial of the claim, or

any part of it;

                    (B)  specific reference(s) to pertinent provisions of the

Plan upon which such denial was based;

                    (C)  a description of any additional material or information

necessary for the Claimant to perfect the claim, and an explanation of why such

material or information is necessary; and

                    (D)  an explanation of the claim review procedure set forth

in this Section 11.

          (c)  Within 60 days after receiving a notice from the Committee that a

claim has been denied, in whole or in part, a Claimant (or the Claimant's duly

authorized representative) may file with the Committee a written request for a

review of the denial of the claim.  Thereafter, but not later than 30 days after

the review procedure began, the Claimant (or the Claimant's duly authorized

representative):

               (i)   may review pertinent documents;

               (ii)  may submit written comments or other documents; and/or

               (iii) may request a hearing, which the Committee, in its sole

discretion, may grant.

          (d)  The Committee shall render its decision on review promptly, and

not later than 60 days after the filing of a written request for review of the

denial, unless a hearing is held or other special circumstances require

additional time, in which case the Committee's decision must be rendered within

120 days after such date.  Such decision must be written in a manner calculated

to be understood by the Claimant, and it must contain:

               (i)  specific reasons for the decision;

               (ii) specific reference(s) to the pertinent Plan provisions upon

which the decision was based; and

              (iii) such other matters as the Committee deems relevant.

          (e)  A Claimant's compliance with the foregoing provisions of this

Section 11 is a mandatory prerequisite to a Claimant's right to commence any

legal action with respect to any claim for benefits under this Plan.

     12.  Non-Assignable.  Amounts payable under this Plan shall not be subject
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to alienation, assignment, garnishment, execution or levy of any kind, and any

attempt to cause any such amount to be so subjected shall be null, void and of

no effect and shall not be recognized by the Company.

     13.  Termination and Modification.  The Company may, by action of the
          ----------------------------

Committee, terminate or amend this Plan by written notice to each Participant

participating therein.  A termination of the Plan shall have no effect other

than to eliminate the right of each Participant to have additional amounts

credited to his or her Account pursuant to Section 3.  Except for such

"prospective" termination, the Plan may not be amended, modified, waived,

discharged or terminated, except by mutual consent of the Company and the

Participant or Participants affected thereby, which consent shall be evidenced

by an instrument in writing, signed by the party against which enforcement of

such amendment, modification, waiver, discharge or termination is sought.

     14.  Parties.  The terms of this Plan shall be binding upon the Company,
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its successors or assigns and each Participant participating herein and his or

her spouse, Beneficiaries, heirs, executors and administrators.

     15.  Liability of Company.  Subject to its obligation to pay the amount
          --------------------

credited to the Participant's Account at the time distribution is called for by

this Plan, neither the Company nor any person acting in behalf of the Company

shall be liable to any Participant or any other person for any act performed or

the failure to perform any act with respect to the Plan.

     16.  Notices.  Notices, elections or designations by a Participant to the
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Company hereunder shall be addressed to the Company to the attention of the

Treasurer of the Company.  Notices by the Company to a Participant shall be

addressed to the Participant at his or her most recent home address as reflected

in the records of the Company.

     17.  Withholding.  All payments under this Plan shall be net of tax
          -----------

withholding required by applicable Federal and state laws.

     18.  Unsecured General Creditors.  No Participant or his or her legal
          ---------------------------

representative or any Beneficiary designated by him or her shall have any right,

other than the right of an unsecured general creditor, against the Company in

respect of the Account of such Participant established hereunder.

     19.  Effective Date.  This Plan shall be effective as of January 1, 1995,
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and shall continue in existence thereafter until terminated pursuant to Section

13.  Notwithstanding the foregoing, this Plan shall be effective as of July 1,

1995 with respect to the Kendall employees.

     20.  Governing Law.  This Plan shall be construed and enforced in
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accordance with, and governed by, the laws of the State of New Hampshire.

     IN WITNESS WHEREOF, this Plan has been duly signed for and on behalf of the

Company by its duly authorized officer on the  25TH day of July, 1995.

                                   TYCO INTERNATIONAL LTD.

                                   By: THE RETIREMENT COMMITTEE               
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Basic Info X:

Name: SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Type: Retirement Plan
Date: Sept. 20, 1995
Company: TYCO INTERNATIONAL LTD
State: Massachusetts

Other info:

Date:

  • December 31st
  • March , June
  • September
  • June 30 , 1995
  • December 31 , 1995
  • October 1 , 1995
  • last day of each Quarter
  • March 1
  • January 1 , 1995
  • July 1 , 1995
  • 25TH day of July , 1995

Organization:

  • Board of Directors of Tyco International Ltd.
  • Company 's Retirement Committee
  • ten Years of Service
  • Tyco International Ltd. Retirement Savings and Investment Plan
  • Administration and Interpretation
  • the State of New Hampshire

Money:

  • $ 150,000

Person:

  • Kendall