FITZPATRICK DAVID J 5

5 · TYCO INTERNATIONAL LTD /BER/ · Filed Nov 13, 2003

Form 5

Period: 2003-09-30

Chief Financial Officer

Transactions

Other
Deferred Stock Units (Call Equivalent)
2003-05-01$15.93/sh+157$2,501→ 200,486 total
Exercise: $0.00→ Common Shares (157 underlying)
Other
Deferred Stock Units (Call Equivalent)
2003-08-01$18.58/sh+135$2,508→ 200,621 total
Exercise: $0.00→ Common Shares (135 underlying)
Other
Deferred Stock Units (Call Equivalent)
2002-11-01$14.41/sh+173$2,493→ 200,173 total
Exercise: $0.00→ Common Shares (173 underlying)
Other
Deferred Stock Units (Call Equivalent)
2003-02-03$16.07/sh+156$2,507→ 200,329 total
Exercise: $0.00→ Common Shares (156 underlying)

Footnotes (2)

[F1]Distribution will first occur upon (i) 30 days following termination of the Reporting Person's employment with the Company (except in the event of Termination for Cause), or (ii) a Change in Control. Upon such date of termination or Change in Control, as the case may be, the Company shall issue to the Reporting Person the number of shares of Tyco common stock equal to the aggregate number of vested DSUs credited to the Reporting Person.
[F2]Deferred Stock Unit credited to the Reporting Person's deferred stock unit plan account as a result of the Company's quarterly dividend payment.

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