UNITED STATES DISTRICT CO(,IRT

DISTRICT OF NEW HAMPSHIRE

TEACHER RETIREMENT SYSTEM OF TEXAS,

et al. .

Plaintiffs

V.

MDL No. : 02-1335

08-CV-01336-PF3

TYCO INTERNATIONAL LTD . ; TYCO

ELECTRONICS LTD .; COVIDIEN LTD. ;

COVIDIEN (U .S.); L. DENNIS ICOZLOWSKI ;

MARK H. SWARTZ; and FRANK E. WALSH, JR. ,

Defendants.

AGREED ORDER AND FINAL JUDGMENT OF DISMISSAL AGAINST

DEFENDANTS TYCO INTERNATIONAL LTD., TYCO ELECTRONICS LTD., AND

COVIDIEN LTD. AND BAR ORDER

Plaintiffs Teacher Retirement System of Texas, Fred Alger Manaaement, Inc .,

CastleRock Fund, Ltd ., CastleRock Partners L.P ., CastleRock Partners It L.P., CastleRock Asset

Management Personal Accounts, Atticus Global Advisors, Ltd., Atticus Inte rnational Fund, Ltd .,

Half Moon Capital Partners, L.P ., NR Securities Limited (f/k/a Dred, Ltd .), National Sank of

Canada, Omega Capital Partners, L.P., Omega Capital Investors, L.P., Omega Overseas Pa rtners,

Ltd., Omega Equity Investors, L.P_, Omega Equity Overseas, Ltd., Omega Institutr`onal Partners,

L.P., Omega Institutional Partners IT, L.P., Beta Equities, Inc ., Goldman Sachs Profit Sharing

1Vlaster T rust, The Ministers and Missionaries Benefit Board of American Baptist Churches.

Permal LGC Ltd., Watchung Road Associates, L.P., Mr. Leon G. Cooperman, Mrs. Toby

Cooperman, Michael Scott Cooperman, Commonfund Asset Management Company, Inc.,

Munder Large-Cap Value ("Plaintiffs") and Defendants Tyco International Ltd., Tyco

Electronics Ltd., Covidien Ltd . and Covidien (U.S .) (each of them a"SettGng Party" and

Case 1:08-cv-01336-PB Document 29 Filed 07/14/09 Page 1 of 4
collectively, the "Settling Parties"), having represented to the Court that they have entered into a

settlement agreement that resolves all issues between and among them in the Complaint, and for

good cause shown, the Court ORDERS :

1 . Pursuant to Section 21D(f)(7)(A) of the Private Securities Litigation Reform Act

of 1995, 15 CLS.C. § 78u-4(f)(7)(A): (a) Defendants L. Dennis Kozlowski, Mark H . Swartz and

Frank E . Walsh, Jr. (collectively, the "Non-Settling Defendants"), and each of them, are hereby

permanently barred, enjoined, and restrained from commencing, prosecuting, or asserting any

claim for or otherwise seeking contribution against any Settling Party based upon, relating to, or

arising out of the subject matter, allegations, transactions, facts, matters, occurrences,

representations or omissions alleged, involved, set forth or referred to in the Complaint in this

suit; and (b) except as provided in paragraph 6(c) of the accompanying Settlement Agreement

And Release, each Settling Party is hereby permanently barred, enjoined, and restrained from

commencing, prosecuting, or asserting any claim for or otherwise seeking contribution for any

amount paid in connection with this action against any other person based upon, relating to, or

arising out of the subject matter, allegations, transactions, facts, nmatters, occurrences ,

representations or omissions alleged, involved, set forth or referred to in the Compiaint in the

suit.

2 . Because there is no just reason for the delaying the entry of a final judgment wit

respect to the claims asserted by Plaintiffs against the Settling Parties, all claims asserted by

Plaintiffs against the Settling Parties in the Complaint are DISMISSED WITH PREJUDICE

pursuant to Federal Rule of Civil Procedure 54(b) . This action is not dismissed with respect to

any claims against the Non-Settling Defendants .

2

Case 1:08-cv-01336-PB Document 29 Filed 07/14/09 Page 2 of 4
3_ The Clerk is directed to enter this Agreed Order and Final Judgment of Dismissal

against Defendants Tyco International Ltd ., Tyco Electronics Ltd., Covidien Ltd . and Covidien

(U. S .) and Bar Order as a final judgment and send a copy of same to all counsel of record_

IT IS SO ORDERED.

Enter: 07/14/200 9

js/ Paul Barbadoro

The Hon. Paul Barhadoro

United States District Judge

We ask for this :

sl Edward A. Haf(er

Edward A. Haffer, Esq .

N .IL Bar #1052

SIlEEHAN PIJINNEY BASS & GREEN, P .A.

1000 Elm Street, I Ith floo r

Manchester, NH 0310 1

Elizabeth F. Edwards, Esq .

MCGU1REGb'OODS LLP

One James Center

901 East Cary Street

Richmond, VA 2321 9

Counsel for 7yco lnternationat Ltd., Tpco Eaectronics Ltd., Covidiere, Ltd. and Covidien (U.S.)

/s/ Blair A. Nicholas

Blair A . Nicholas, Esq.

BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP

12481 High Bluff Drive, Suite 300

San Diego, CA 92130

Counsel for Plaintiffs

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Case 1:08-cv-01336-PB Document 29 Filed 07/14/09 Page 3 of 4
CERTIFICATE OF SERVICE

I certify that copies of the foregoing were served this date on the attached Service

List through ECF or by mail for those on the list who do not have an ECF Registration .

!sl Edward A. Iiaffer

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Case 1:08-cv-01336-PB Document 29 Filed 07/14/09 Page 4 of 4