UNITED STATES DISTRICT COURT

DISTRICT OF NEW HAMPSHIRE

FRANKLIN MUTUAL ADVISERS, LLC ;

MUTUAL BEACON FUND ;

MUTUAL DISCOVERY FUND ;

MUTUAL QUALIFIED FUND ;

MUTUAL SHARES FUND ;

MUTUAL FINANCIAL SERVICES FUND ;

MUTUAL BEACON FUND ;

FRANKLIN MUTUAL BEACON FUND ;

MUTUAL DISCOVERY SECURITIES FUND ;

and MUTUAL SHARES SECURITIES FUND,

MDL No. 1335

Civ. No . 07-CV-1337-PB

AGREED ORDER AND

FINAL JUDGMENT OF

DISMISSAL OF TYCO

INTERNATIONAL LTD. AND

BAR ORDER

Plaintiffs,

v.

TYCO INTERNATIONAL LTD. ,

Defendant.

i

AGREED ORDER AND FINAL JUDGMENT OF DISMISSAL OF DEFENDANT TYCO

INTERNATIONAL LTD. AND BAR ORDER

Franklin Mutual Advisers, LLC, Mutual Beacon Fund, Mutual Discovery Fund, Mutual

Qualified Fund, Mutual Shares Fund, Mutual Financial Services Fund, Mutual Beacon Fund,

Franklin Mutual Beacon Fund, Mutual Discovery Securities Fund and Mutual Share Securities

Fund ("Plaintiffs") and Tyco International Ltd . ("Defendant") (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 First

Amended Complaint, and for good cause shown, the Court ORDERS :

1 . Pursuant to Section 21D-4(f)(7)(A) of the Private Securities Litigation Reform

Act of 1995, 15 U.S.C . § 78u-4(f)(7)(A) each Settling Party is hereby permanently barred,

enjoined, and restrained from commencing, prosecuting, or asserting any claim for or otherwise

Case 1:07-cv-01337-PB Document 3 Filed 05/01/09 Page 1 of 3
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 First Amended Complaint in the suit .

2. All claims asserted by Plaintiffs against Defendant in the First Amended

Complaint are DISMISSED WITH PREJUDICE pursuant to Federal Rule of Civil Procedure

54(b).

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

of Tyco International Ltd. and Bar Order as a final judgment and send a copy of same to all

counsel of record .

IT IS SO ORDERED .

Enter: 05/02/2009

/s/ Paul Barbadoro

The Hon. Paul Barbadoro

United States District Judg e

We ask for this:

/s/ Edward A. Haffer

Edward A. Haffer, Esq .

N .H. Bar#1052

SHEEHAN PHINNEY BASS & GREEN, P .A.

1000 Elm Street, 11th floor

Manchester, NH 0310 1

Elizabeth F. Edwards, Esq . MCGUIREWOODS LLP

One James Center

901 East Cary Street

Richmond, VA 2321 9

Counsel for Defendant

2

Case 1:07-cv-01337-PB Document 3 Filed 05/01/09 Page 2 of 3
%s( Marc B. Kramer

Marc B . Kramer, Esq .

Law Offices of Marc B . Kramer

150 JFK Parkway, Suite 100

Short Hills, NJ 07078

Counselfor Plaintiffs

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 .

/s/ Edward A. Haffer

Edward A. Haffer

cc : Couhsel of Record

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Case 1:07-cv-01337-PB Document 3 Filed 05/01/09 Page 3 of 3