Tyco International (TYC)

OFFICERS

40.           Delegation of Authority.  The Board may by power of attorney or otherwise appoint any person, whether nominated directly or indirectly by the Board, to be the attorney or agent of the Company and may delegate to such person any of the Board’s powers, authorities and discretions (with power to sub-delegate) for such period and subject to such conditions as it may think fit.  The Board may revoke or vary any such appointment or delegation, but no person dealing in good faith and without notice of such revocation or variation shall be affected by any such revocation or variation.  Any such power of attorney or other document may contain such provisions for the protection and convenience of persons dealing with any such attorney or agent as the Board may think fit.

41.           Officers Designated.  The Board may entrust to and confer upon any officer any of its powers, authorities and discretions (with power to sub-delegate) on such terms and conditions with such restrictions as it thinks fit and either collaterally with, or to the exclusion of, its own powers and may from time to time revoke or vary all or any of such powers, but no person dealing in good faith and without notice of such revocation or variation shall be affected by any revocation or variation.  Only the Board of Directors shall have the power to appoint officers, which shall include a Chairman and may include one or more Deputy Chairmen, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer, a Controller, one or more Assistant Treasurers and Assistant Secretaries and such other officers, agents and employees as it may deem expedient.  Subject to the exercise of such power of appointment and subject always to the control of the Board of Directors, such officers shall have such powers and shall perform such duties as are set out under Bye-laws 42 to 51 inclusive.

42.           Chairman of the Board.  If the directors have elected a Chairman, the Chairman shall preside at all meetings of the Board except that in the Chairman’s absence the Deputy Chairman shall preside, and in the absence of the Deputy Chairman, the President shall preside.  In the absence of the Chairman, the Deputy Chairman and the President, the directors present shall designate one of their number to preside.  The Chairman shall have such additional duties as the Board of Directors may assign.

43.           Deputy Chairman of the Board.  The Deputy Chairman of the Board, if any, shall have such powers and perform such duties as may be prescribed by the Board.  In the Chairman’s absence, the Deputy Chairman shall preside at all meetings of the Board.

44.           Chief Executive Officer.  One of the officers shall be appointed Chief Executive Officer of the Company by the Board of Directors.  Subject to the Board of

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OFFICERS

40.                                 Delegation of Authority.  The Board may by power of attorney or otherwise appoint any person, whether nominated directly or indirectly by the Board, to be the attorney or agent of the Company and may delegate to such person any of the Board’s powers, authorities and discretions (with power to sub-delegate) for such period and subject to such conditions as it may think fit.  The Board may revoke or vary any such appointment or delegation, but no person dealing in good faith and without notice of such revocation or variation shall be affected by any such revocation or variation.  Any such power of attorney or other document may contain such provisions for the protection and convenience of persons dealing with any such attorney or agent as the Board may think fit.

41.                                 Officers Designated.  The Board may entrust to and confer upon any officer any of its powers, authorities and discretions (with power to sub-delegate) on such terms and conditions with such restrictions as it thinks fit and either collaterally with, or to the exclusion of, its own powers and may from time to time revoke or vary all or any of such powers, but no person dealing in good faith and without notice of such revocation or variation shall be affected by any revocation or variation.  Only the Board of Directors shall have the power to appoint officers, which shall include a Chairman and may include one or more Deputy Chairmen, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer, one or more Assistant Treasurers and Assistant Secretaries and such other officers, agents and employees as it may deem expedient.  Subject to the exercise of such power of appointment and subject always to the control of the Board of Directors, such officers shall have such powers and shall perform such duties as are set out under Bye-laws 42 to 51 inclusive.

42.                                 Chairman of the Board.  If the directors have elected a Chairman, the Chairman shall preside at all meetings of the Board except that in the Chairman’s absence the Deputy Chairman shall preside, and in the absence of the Deputy Chairman, the President shall preside.  In the absence of the Chairman, the Deputy Chairman and the President, the directors present shall designate one of their number to preside.  The Chairman shall have such additional duties as the Board of Directors may assign.

43.                                 Deputy Chairman of the Board.  The Deputy Chairman of the Board, if any, shall have such powers and perform such duties as may be prescribed by

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                                                the Board.  In the Chairman’s absence, the Deputy Chairman shall preside at all meetings of the Board.

44.                                 Chief Executive Officer.  One of the officers shall be appointed Chief Executive Officer of the Company by the Board of Directors.  Subject to the Board of Directors and the Executive Committee, the Chief Executive Officer shall have such powers and perform such duties as may be conferred upon him or her by the Board of Directors.

45.                                 President.  The President shall be appointed by the Directors and shall have such powers and perform such duties as the Board of Directors may assign.  In the Deputy Chairman’s absence, the President shall preside at all meetings of the Board.

46.                                 Vice Presidents.  Each Vice President shall have such powers and perform such duties as may be conferred upon him or her by the Board of Directors or determined by the Chief Executive Officer.

47.                                 Treasurer.  The Treasurer shall have the oversight and control of the funds of the Company and shall have the power and authority to make and endorse notes, drafts and checks and other obligations necessary for the transaction of the business of the Company except as otherwise provided in these Bye-laws.

48.                                 Controller.  The Controller shall have the oversight and control of the accounting records of the Company and shall prepare such accounting reports and recommendations as shall be appropriate for the operation of the Company.

49.                                 Secretary.  It shall be the duty of the Secretary to make and keep records of the votes, doings and proceedings of all meetings of the shareholders and Board of Directors of the Company, and of its Committees, and to authenticate records of the Company.

50.                                 Assistant Treasurers.  The Assistant Treasurers shall have such duties as the Treasurer shall determine.

51.                                 Assistant Secretaries.  The Assistant Secretaries shall have such duties as the Secretary shall determine.

52.                                 Other Officers.  The powers and duties of all other officers are at all times subject to the control of the Directors, and any other officer may be removed at any time at the pleasure of the Board of Directors.

53.                                 Change in Power and Duties of Officers.  Anything in these Bye-laws to the contrary notwithstanding, the Board may, from time to time, increase or reduce the powers and duties of the respective officers of the Company whether or not the same are set forth in these Bye-laws and may

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                                                permanently or temporarily delegate the duties of any officer to any other officer,  agent or employee and may generally control the action of the officers and require performance of all duties imposed upon them.

54.                                 Compensation.  The Board is authorized to determine or to provide the method of determining the compensation of officers.