WASHINGTON (Dow Jones/AP) ? Tyco International Ltd. wants to retain its Bermuda domicile although a large shareholder has urged fellow investors to vote to incorporate in the US.

Tyco also announced it had named Bermuda-based Ace Ltd. chairman Brian Duperreault to its board.

The industrial conglomerate also said a big shareholder, the American Federation of State, County and Municipal Employees, is recommending shareholders approve a proposal that requires the company to reincorporate in the United States.

The company, which has about 270,000 employees and $36 billion in annual revenue, is nominally based in Bermuda but has its operations headquarters in Portsmouth, New Hampshire.

AFSCME said it would be in the best interests of both Tyco and its shareholders for the company to reincorporate in the United States. The union, which owns 324,308 common shares, cited a shift in public sentiment, as well as investor attitudes regarding the importance of accountability to shareholders.

Incorporation in Bermuda makes it more difficult for shareholders to hold companies, their officers and directors legally accountable if there is wrongdoing, according to AFSCME.

The union also said incorporation in Bermuda creates the impression that Tyco has sought to evade taxes and insulate itself and its officers and directors from liability.

Tyco, which is recommending shareholders vote against the proposal, said reincorporation could have negative financial consequences for the company and its shareholders that would not be outweighed by any benefits of reincorporating.

The manufacturing and service company also said it is proposing certain amendments to its bylaws to address any deficiencies in the rights afforded to shareholders under Bermuda law. The company is seeking shareholder approval of a plan that would require Tyco to seek further shareholder approval to sell all or substantially all of Tyco's assets.

Under another proposal, Tyco would be required to get a supermajority approval of shareholders to adopt a shareholder rights plan.

Tyco said chairman and chief executive Edward D. Breen's yearly bonus declined to $1.5 million in 2003 from $3.8 million a year earlier.

Breen also didn't receive stock options or a restricted stock award in 2003, according to a preliminary proxy filed Friday with the Securities and Exchange Commission.

Tyco said Breen's total compensation was $3.5 million, including base pay of $1.5 million and $525,971 in other compensation.

Breen, who joined Tyco in July 2002, received $15.7 million in fiscal 2002, including an $11.4 million restricted stock award.

Tyco, which makes electronics and medical supplies and owns the ADT home security business, has been under scrutiny recently because of a scandal involving two of its former top officials.

L. Dennis Kozlowski, Tyco's ex-chairman and chief executive, and Mark Swartz, the company's former chief financial officer, are on trial in New York, facing up to 30 years in prison on charges they looted $600 million from Tyco through unauthorised compensation and illicit stock sales. They have denied wrongdoing.

Shares of Tyco closed Friday at $27.37, down 32 cents, or 1.2 percent, on the New York Stock Exchange.