EXHIBIT 99.5 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AGREEMENT is made on December 18th, 1996 BETWEEN: (1) ADT LIMITED whose registered office is at Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda (the "Company"); and (2) MICHAEL ANTHONY ASHCROFT...

                                                                 EXHIBIT 99.5

                       AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AGREEMENT is made on December 18th, 1996 BETWEEN:

(1)   ADT LIMITED whose registered office is at Xxxxx Xxxxx, 00 Xxxxx Xxxxxx,
      Xxxxxxxx XX00, Xxxxxxx (the "Company"); and

(2)   XXXXXXX XXXXXXX XXXXXXXX of 00 Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxx (the
      "Executive")

WHEREAS on May 8, 1993 the parties hereto entered into an employment agreement
(the "Employment Agreement") pursuant to which the Company agreed to employ
the Executive as Chairman and Chief Executive Officer on the terms set out in
the Employment Agreement and the parties hereto have agreed to amend the
Employment Agreement on the terms set out below.

NOW IT IS AGREED, in consideration of the mutual promises and covenants
contained herein, as follows:-

1.    The Employment Agreement shall be amended with effect from the date
      hereof as follows:

(a)   in line two of Clause 3(a), by the deletion of "1988" where it appears
      in the date "March 31, 1998" and its replacement with "2000";

(b)   in line one of Clause 3(b), by the deletion of "1988" where it appears
      in the date "April 1, 1998" and its replacement with "2000" and by the
      deletion of "each" where it appears in the phrase "each April 1
      thereafter" and its replacement with "every second"; and

(c)   in line three of Clause 3(b), by the deletion of "twelve" where it
      appears in the phrase "period of twelve months" and its replacement with
      "twenty four".

2.    The Employment Agreement, as amended by this agreement, shall be read
      and construed as one agreement, which agreement shall continue in full
      force and effect.  References in the Employment Agreement to "this
      agreement", "hereof", "hereunder" and expressions of similar import
      shall be deemed to be references to the Employment Agreement as amended
      by this agreement.  Nothing in the Employment Agreement, as amended by
      this agreement, shall be deemed to amend or otherwise prejudice or
      affect in any way any other agreement or arrangement between the parties
      hereto.

AS WITNESS the hands of the parties (or their duly authorised representatives)
on the date which appears first above.


ADT LIMITED                               XXXXXXX XXXXXXX XXXXXXXX


By: /s/ Xxxxx Xxxxxxx                      /s/ M.A. Xxxxxxxx
    -------------------                    ---------------------
    Xxxxx Xxxxxxx                              M.A. Xxxxxxxx
    Director
    Chairman, Remuneration Committee