UNITED STATES OF AMERICA

BEFORE FEDERAL TRADE COMMISSION

In the Matter of

Tyco International Ltd., a corporation.

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission ("Commission"), having initiated an investigation of the acquisition by Tyco International Ltd. ("Tyco") of Mallinckrodt Inc. ("Mallinckrodt"), and it now appearing that Tyco, hereinafter sometimes referred to as "Proposed Respondent," is willing to enter into this Agreement Containing Consent Order ("Consent Agreement") to divest certain assets and providing for other relief:

IT IS HEREBY AGREED by and between Proposed Respondent, by its duly authorized officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent Tyco is a corporation organized, existing and doing business under and by virtue of the laws of Bermuda with its office and principal place of business located at The Zurich Center, Second Floor, 90 Pitts Bay Road, Pembroke HM08, Bermuda. Tyco's principal operating subsidiary in the United States is located at One Tyco Park, Exeter, New Hampshire 03833.

2. Proposed Respondent admits all the jurisdictional facts set forth in the draft of Complaint here attached.

3. Proposed Respondent waives:

a. any further procedural steps;

b. the requirement that the Commission's Decision and Order, here attached and made a part hereof, contain a statement of findings of fact and conclusions of law;

c. all rights to seek judicial review or otherwise to challenge or contest the validity of the Decision and Order entered pursuant to this Consent Agreement; and

d. any claim under the Equal Access to Justice Act.

4. Proposed Respondent shall submit within thirty (30) days of the date this Consent Agreement is signed by Proposed Respondent an initial report, pursuant to Commission Rule 2.33, 16 C.F.R.  2.33, and subsequent reports every thirty (30) days thereafter until the Decision and Order becomes final or the required divestiture is accomplished, whichever is earlier, signed by Proposed Respondent, setting forth in detail the manner in which Proposed Respondent has complied and will comply with Paragraphs II. through IV. of the Decision and Order. Such report will not become part of the public record unless and until the accompanying Consent Agreement and Decision and Order are accepted by the Commission for public comment.

5. This Consent Agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this Consent Agreement is accepted by the Commission, it, together with the Complaint contemplated thereby, will be placed on the public record for a period of thirty (30) days and information in respect thereto publicly released. The Commission thereafter may either withdraw its acceptance of this Consent Agreement and so notify Proposed Respondent, in which event it will take such action as it may consider appropriate, or amend its Complaint if circumstances so require and issue its Decision and Order, in disposition of the proceeding.

6. This Consent Agreement is for settlement purposes only and does not constitute an admission by Proposed Respondent that the law has been violated as alleged in the draft Complaint here attached, or that the facts as alleged in the draft Complaint, other than jurisdictional facts, are true.

7. This Consent Agreement contemplates that, if it is accepted by the Commission, and if such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of Commission Rule 2.34, 16 C.F.R.  2.34, the Commission may, without further notice to Proposed Respondent, (1) issue its Complaint corresponding in form and substance with the draft of Complaint here attached and (2) make information public with respect thereto. When final, the Decision and Order shall have the same force and effect, and may be altered, modified or set aside in the same manner and within the same time provided by statute for other orders. The Decision and Order shall become final upon service. Delivery of the Complaint and the Decision and Order to Proposed Respondent at the addresses specified in this Consent Agreement and to Proposed Respondent's United States counsel by any means specified in Commission Rule 4.4(a), 16 C.F.R.  4.4(a), shall constitute service. Proposed Respondent waives any right it may have to any other manner of service. The Complaint may be used in construing the terms of the Decision and Order, and no agreement, understanding, representation, or interpretation not contained in the Decision and Order or the Consent Agreement may be used to vary or contradict the terms of the Decision and Order.

8. By signing this Consent Agreement, Proposed Respondent represents that it can accomplish the full relief contemplated by the attached Decision and Order.

9. Proposed Respondent has read the Complaint and Decision and Order contemplated hereby. Proposed Respondent understands that once the Decision and Order has been issued, it will be required to file one or more compliance reports showing that it has fully complied with the Decision and Order. Proposed Respondent agrees to comply with the terms of the Decision and Order from the date it signs this Consent Agreement. Proposed Respondent further understands that it may be liable for civil penalties in the amount provided by law for each violation of the Decision and Order after it becomes final.

Signed this ____ day of _____________, 2000.

TYCO INTERNATIONAL LTD.

_____________________________
Mark H. Swartz
Executive Vice President and Chief Financial Officer
Tyco International Ltd.

___________________________
Steven A. Newborn
Clifford, Chance, Rogers & Wells
Counsel for Tyco International Ltd.

FEDERAL TRADE COMMISSION

_____________________________
Michael R. Moiseyev
Attorney

APPROVED:

___________________________
Ann Malester
Assistant Director

_____________________________
Molly S. Boast
Senior Deputy Director

_______________________
Richard G. Parker
Director
Bureau of Competition