846825.1

UNITED STATES DISTRICT COURT

DISTRICT OF NEW HAMPSHIRE

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IN RE TYCO INTERNATIONAL LTD.,

SECURITIES, DERIVATIVE AND “ERISA”

LITIGATION

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MDL Docket No. 02-1335-B

This Document Relates To:

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STATE TREASURER OF THE STATE OF

MICHIGAN, AS CUSTODIAN OF THE

MICHIGAN PUBLIC SCHOOL

EMPLOYEES RETIREMENT SYSTEM,

STATE EMPLOYEES’ RETIREMENT

SYSTEM, MICHIGAN STATE POLICE

RETIREMENT SYSTEM AND MICHIGAN

JUDGES RETIREMENT SYSTEM,

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Docket No. 08-CV-1340-PB

Plaintiff,

v.

TYCO INTERNATIONAL LTD., et al.

Defendants.

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AGREED ORDER AND FINAL JUDGMENT OF DISMISSAL AGAINST DEFENDANT

FRANK E. WALSH, JR. AND BAR ORDER

Plaintiff the State Treasurer of the State of Michigan, as Custodian of the Michigan

Public School Employees Retirement System, State Employees’ Retirement System, Michigan

State Police Retirement System and Michigan Judges Retirement System (“Plaintiff”) and

Defendant Frank E. Walsh, Jr. (“Walsh”) (each of them a “Settling Party” and 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:

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

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

(collectively, the “Non-Settling Defendants”), and Tyco International Ltd., Covidien Ltd., and

Tyco Electronics Ltd. (the “Previously-Settled Defendants,” together with the Non-Settling

Defendants the “Non-Released Parties”), 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 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, matters, occurrences, representations or omissions alleged,

involved, set forth or referred to in the Complaint in the suit.

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

respect to the claims asserted by Plaintiff against Walsh, all claims asserted by Plaintiff against

Walsh 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.

3. The Clerk is directed to enter this Agreed Order and Final Judgment of Dismissal

against Defendant Frank E. Walsh, Jr. and Bar Order as a final judgment and send a copy of

same to all counsel of record.

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IT IS SO ORDERED.

Enter: ___/___/2010

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The Hon. Paul Barbadoro

United States District Judge

We ask for this:

/s/ Michele L. Pahmer, Esq.

Laurence Greenwald, Esq.

Michele L. Pahmer, Esq.

STROOCK STROOCK & LAVAN LLP

180 Maiden Lane

New York, NY 10038

Counsel for Defendant Frank E. Walsh, Jr.

/s/ Frederic S. Fox, Esq.

Frederic S. Fox

Robert N. Kaplan

Hae Sung Nam

Kaplan Fox & Kilsheimer LLP

850 Third Avenue, 14th Floor

New York, NY 10022

Counsel for Plaintiff

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