Exhibit 4.2

TYCO INTERNATIONAL GROUP S.A.,

TYCO INTERNATIONAL FINANCE S.A.,

TYCO INTERNATIONAL LTD.

AND

WILMINGTON TRUST COMPANY,
as Trustee

SUPPLEMENTAL INDENTURE 2008-1
Dated as of May 15, 2008

THIS SUPPLEMENTAL INDENTURE 2008-1 is dated as of May 15, 2008 among Tyco International Group S.A., a Luxembourg company (in liquidation) (“ TIGSA ”), Tyco International Finance S.A., a Luxembourg company (“ TIFSA ”), Tyco International Ltd., a Bermuda company (“ Tyco ”), and Wilmington Trust Company, as successor to The Bank of New York, as trustee (the “ Trustee ”).

RECITALS

A.                                   TIGSA executed and delivered to the Trustee an Indenture, dated as of November 12, 2003 (as heretofore amended, the “ Indenture ”), to provide for the issuance of the Securities.

B.                                     The Boards of Directors of TIGSA, TIFSA and Tyco have determined it is desirable to enter into this Supplemental Indenture.

C.                                     The entry into this Supplemental Indenture 2008-1 by the parties hereto is in all respects authorized by the provisions of the Indenture.

D.                                    Reference is made herein to (i) two Consent Solicitation Statements (the “ Consent Solicitation Statements ”), each dated April 11, 2008, relating to the 6.0% Notes due 2013 (which were issued under the Indenture) and certain other debt securities issued pursuant to an Indenture, dated as of June 9, 1998 and amended from time to time (as so amended, the “ 1998 Indenture ”), and (ii) an Offering Memorandum, dated April 11, 2008, in connection with an offer to exchange offered to certain holders of debt securities issued under the 1998 Indenture (the “ Offering Memorandum ”).

NOW, THEREFORE, for and in consideration of the foregoing premises, TIGSA, TIFSA, Tyco and the Trustee mutually covenant and agree, subject to Section 2.5 hereof, for the equal and proportionate benefit of the respective holders from time to time of the Securities as follows:

ARTICLE I

Section 1.1                                   Waiver of Default or Event of Default.

Pursuant to Section 6.06 of the Indenture, any Default or Event of Default, and the consequences thereof, which may have arisen prior to April 11, 2008, including any alleged default or Event of Default arising from the series of transactions preparatory to and in connection with the separation of the electronics, healthcare and fire and security and engineered products and services businesses and related assets and liabilities of Tyco and its subsidiaries and the distribution of such electronics and healthcare businesses and related assets and liabilities to Tyco’s shareholders (the “ Separation Transactions ”) is hereby waived. Section 10.01 of the Indenture shall be amended to insert after the first use of the word “assets,” the following:  “(in one or more series of related transactions other than any transaction or series of related transactions that is the subject of the Existing Litigation or otherwise relates to the Separation Transactions).”

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Section 1.2                                   Expenses.

The Company shall pay to the Trustee the actual legal fees and expenses incurred by or on behalf of the Trustee and holders of beneficial interests in the Securities arising from the Separation Transactions or the proceeding originally entitled The Bank of New York v. Tyco International Group S.A., No. 07 Civ. 4659 (SAS), pending in the United States District Court for the Southern District of New York, or any other legal proceeding arising out of the Separation Transactions (the “ Existing Litigation ”), that have been submitted in writing to the Company on or prior to the date of this Supplemental Indenture 2008-1; provided that in no event shall such amount, together with similar amounts owed in connection with the Indenture dated as of June 9, 1998, initially among TIGSA, Tyco and The Bank of New York, as supplemented, exceed $3,900,000 in the aggregate. Such payment shall be deemed to have satisfied all obligations of the Company under the Indenture relating to the reimbursement of fees and expenses arising from the Separation Transactions or the Existing Litigation.

Section 1.3                                   Additional Obligor.

Each of the parties to this Supplemental Indenture 2008-1 confirms that TIFSA expressly agreed to become and did become, effective as of May 31, 2007, a co-obligor with respect to the due and punctual payment of the principal of, premium, if any, and interest on all the Securities according to their tenor, and the due and punctual performance and observance of all of the covenants and agreements of the Indenture to be performed or observed by the Company. In connection with TIFSA becoming such a co-obligor, the Company remained as an obligor and Tyco remained as Guarantor under the Indenture with respect to the Securities.

Section 1.4                                   Assumption and Succession.

Each of the parties to this Supplemental Indenture 2008-1 confirms that Tyco agreed to assume and did assume, as of June 1, 2007, all of the obligations of the Company under the Indenture, including the obligation to make the due and punctual payment of the principal of, premium, if any, and interest on all the Securities according to their tenor and the due and punctual performance and observance of all of the covenants and agreements of the Indenture to be performed or observed by the Company, and Tyco succeeded to, and was substituted for, the Company with the same effect as if Tyco had been named therein and TIGSA was discharged from all obligations and covenants under the Indenture and the Securities and may be liquidated and dissolved.

Section 1.5                                   Change of Control.

(a)                                  With respect to the Securities issued prior to and outstanding on April 11, 2008 (the “ 2003 Securities ”), if a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the 2003 Securities, the Company shall be required to make an offer (a “ Change of Control Offer ”) to each Holder of the 2003 Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s 2003 Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of the 2003 Securities repurchased, plus accrued and unpaid interest, if any, on the 2003 Securities repurchased to the date of repurchase (a “ Change of Control Payment ”).

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Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the 2003 Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such 2003 Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “ Change of Control Payment Date ”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

(b)                                 In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its 2003 Security together with the form entitled “Election Form” (which form is annexed hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth:

(i)                                     the name of the Holder of such Security;

(ii)                                  the principal amount of such Security;

(iii)                              the principal amount of such Security to be repurchased;

(iv)                              the certificate number or a description of the tenor and terms of such Security;

(v)                                 a statement that the Holder is accepting the Change of Control Offer; and

(vi)                              a guarantee that such Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.

(c)                                  Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of a 2003 Security, but in that event the principal amount of such Security remaining outstanding after repurchase must equal an integral multiple of $1,000.

(d)                                 On the Change of Control Payment Date, the Company shall, to the extent lawful:

(i)                                     accept for payment all 2003 Securities or portions of such 2003 Securities properly tendered pursuant to the Change of Control Offer;

(ii)                                 deposit with the paying agent an amount equal to the