Tyco International

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

________________________________________

TYCO INTERNATIONAL LTD.,

a Bermuda corporation, and

TYCO INTERNATIONAL (US) INC.,

a Nevada corporation,

No.

Plaintiffs,

v.

COMPLAINT

L. DENNIS KOZLOWSKI,

Defendant.

________________________________________

Plaintiffs Tyco International Ltd. and Tyco International (US) Inc. (collectively

“Tyco” or “the Company”), by their undersigned counsel Boies, Schiller & Flexner LLP,

as and for their Complaint against Defendant L. Dennis Kozlowski (“Kozlowski”), allege

as follows upon information and belief as to all matters:

NATURE OF THE ACTION

1.

Kozlowski was the Chairman and Chief Executive Officer of Tyco from

July 1992 through June 3, 2002 when the Board sought and received his resignation.

During that time he gained a reputation as one of the best managers in Corporate

America. He was also one of the highest, if not the highest, compensated executive in the

country. Despite that substantial compensation, Kozlowski, beginning at least as early as

1995, contrived a scheme to abuse the trust that had been placed in him by Tyco’s Board

of Directors by misappropriating money and assets from the Company, and engaging in a

concerted pattern of conduct to conceal his larcenous acts from the Board.

2.

In addition to his own wrongful conduct, Kozlowski also induced and

conspired with certain other senior officers and agents of Tyco to breach their own

fiduciary duties to the Company. Kozlowski did this by allowing these persons to share

in his misappropriations of money and assets, also without notice to or approval by the

Company’s Compensation Committee of the Board of Directors, and by entering into

various undisclosed agreements with these persons, including agreements that gave them

excessive and undisclosed compensation, and tied their compensation to Kozlowski’s, in

ways that were affirmatively concealed from the...