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February 20, 2003

Dear Tyco International Ltd. Shareholder:

VOTE FOR PROPOSAL #7 AT TYCO INTERNATIONAL

We are writing to inform you that we intend to VOTE "FOR" PROPOSAL #7 at Tyco International Ltd.'s ("Tyco") March 6, 2003, shareholder meeting. Proposal #7 is a shareholder proposal sponsored by the American Federation of State County & Municipal Employees ("AFSCME") Pension Plan urging Tyco's board to take the steps necessary to reincorporate from Bermuda to Delaware. Tyco's board has agreed to study this critical issue following the meeting. We believe supporting this proposal gives them additional emphasis to do so in a timely fashion.

The California State Teachers' Retirement System is the third largest public pension fund in the United States with $ 94 billion in assets. As of January 23, 2003, the record date, we beneficially owned 807,649 shares of Tyco common stock.

DELAWARE MORE ATTUNED TO SHAREHOLDERS

Shareholders lost a significant level of accountability when Tyco re-incorporated from Delaware to Bermuda in conjunction with Tyco's 1997 acquisition of ADT Ltd. There are several reasons why, in our view it is better for Tyco to reincorporate in Delaware. Delaware has an advanced and flexible corporate law, expert specialized courts dealing with corporate law issues, and a highly developed body of case law that allows corporations and shareholders to understand the consequences of their actions and plan accordingly.

BERMUDA LESS RESPONSIVE TO LEGAL REDRESS

In contrast, Bermuda incorporation makes it more difficult for shareholders to hold companies, their officers and directors legally accountable in the event of wrong-doing. Unlike both U.S. federal and Delaware law, class actions are generally not available under Bermuda law. Under Bermuda law, shareholders have an extremely limited ability to sue officers and directors derivatively, on behalf of the corporation whereas under Delaware law, shareholders may sue derivatively for, among other things, breach of fiduciary duty, corporate waste and actions taken in violation of applicable law.

DELAWARE OFFERS MORE RIGHTS THAN BERMUDA

Delaware law also affords shareholders other rights not provided under Bermuda law. Unlike Delaware law, Bermuda law does not require shareholder approval for a corporation to dispose of all or substantially all assets. Nor does Bermuda law permit action by written consent of fewer than all shareholders. Delaware allows written consent by a simple majority.

BERMUDA OFFERS NO AUTOMATIC ENFORCEMENT
OF U.S. JUDGMENTS

Judgments for money damages based on civil liability rendered by U.S. courts are not automatically enforceable in Bermuda because the U.S. and Bermuda do not have a treaty providing for reciprocal enforcement of judgments in civil matters. A Bermuda court may not recognize a judgment of a U.S. court if it is deemed contrary to Bermuda public policy, and Bermuda public policy may differ significantly from U.S. public policy.

YOUR VOTE IS IMPORTANT. PLEASE VOTE "FOR" PROPOSAL #7!

Tyco's board has agreed to study the reincorporation issue, however, the board will not meet again until after the March 6th shareholder meeting and the board has many other matters to consider as well. Tyco more than any other company needs to offer shareholders greater legal recourse because of its recent history of scandal that led to a significant decline in shareholder value. The best way for the company's incoming board to reform the company's image and give it a fresh start would be to move it back to the United States. It is imperative that shareholders clearly demonstrate their concern about the reincorporation issue by voting in favor of AFSCME Pension Plan's non-binding shareholder proposal urging Tyco to take the steps necessary to reincorporate from Bermuda to Delaware. VOTE "FOR" PROPOSAL #7! Thank you for your consideration on this important issue.

Very truly yours,

CalSTRS is not asking for your proxy card. Please do not send us your proxy card but return it to Tyco International.


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