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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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