UNITED STATES DISTRICT COURT

DISTRICT OF NEW HAMPSHIRE

PUBLIC EMPLOYEES' RETIREMENT

ASSOCIATION OF COLORADO,

Plaintiff,

V.

TYCO INTERNATIONAL LTD., TYCO

ELECTRONICS LTD., COV IDIEN LTD.,

DENNIS KOZLOWSKI, MARK H . SWARTZ,

FRANK E. WALSH, JR., and

PRICEWATERHOUSECOOPERS, LLP ,

Defendants.

MDL No . 1335

08-CV-01341-PB

AGREED ORDER AND

FINAL JUDGMENT OF

DISMISSAL OF TYCO

INTERNATIONAL LTD.,

TYCO ELECTRONICS LTD.

AND COVIDIEN LTD. AND

BAR ORDER

AGREED ORDER AND FINAL JUDGMENT OF DISMISSAL AGAINST

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

COVIDIEN LTD. AND BAR ORDER

Public Employees' Retirement Association of Colorado ("Plaintiff') and Defendants

Tyco International Ltd., Tyco Electronics Ltd. and Covidien Ltd. (each of them a "Settling

Party" and collectively, the "Settling Parties"), having represented to the Cou rt that they have

entered into a se ttlement 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-4(f)(7)(A) ofthe Private Securities Litigation Reform

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

Frank E. Walsh, Jr. and Pri cewaterhouseCoopers LLP (collectively, the "Non-Se ttling

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 fo rth

or referred to in the Complaint in this suit ; and (b) except as provided in paragraph 6(c) of the

accompanying Se ttlement Agreement and Release, each Se ttling 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 fo rth 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 the Settling Parties, all claims asserted by

Plaintiff against the Settling Parties in the Complaint are DIS MI SSED 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 Defendants Tyco International Ltd ., Tyco Electronics Ltd. and Covidien 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 Judge

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

2
901 East Cary Street

Richmond, VA 2321 9

Counselfor Tyco International Ltd, Tyco Electronics Ltd . and Covidien, Ltd.

/s/ Andrew J. Entwistle

Andrew J . Entwistle, Esq.

ENTWISTLE & CAPPUCCI LLP

30 Columbia Turnpike

Florham Park, NJ 0793 2

Counselfor Public Employees' Retrremenl Association of Colorado

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 .

Ls/ Edward A. Haffer

Edward A. Haffer

cc : Counsel of Record

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