UNITED STATES DISTRICT COURT

DISTRICT OF NEW HAMPSHIRE

FEDERATED AMERICAN LEADERS FUND, INC . ;

FEDERATED AMERICAN LEADERS FUND II;

FEDERATED STOCK TRUST ; FEDERATED TOTAL

RETURN BOND FUND (Successor in interest to

Federated Managed Income Portfolio) ; FEDERATED

CAPITAL APPRECIATION FUND II; FEDERATED

MID CAP GROWTH STRATEGIES FUND ;

FEDERATED MID CAP GROWTH STRATEGIES

FUND II; FEDERATED LARGE CAP GROWTH

FUND; FEDERATED BOND FUND ; FEDERATED

CAPITAL APPRECIATION FUND; FEDERATED

INTERMEDIATE CORPORATE BOND FUND ; and

FEDERATED QUALITY BOND FUND II ,

Plaintiffs,

V.

TYCO INTERNATIONAL LTD.; TYCO

ELECTRONICS LTD.; COVIDIEN LTD.;

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

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

Defendants.

MDL Docket No .: 02-01335-PB

Case No. : 08-CV-01337-PB

AGREED ORDER AND FINAL JUDGMENT OF DISMISSAL

AGAINST DEFENDANT FRANK E. WALSH JR. AND BAR ORDER

Plaintiffs Federated American Leaders Fund, Inc ., Federated Clover Value Fund II

(formerly named Federated American Leaders Fund II), Federated Stock Trust, Federated Total

Return Bond Fund (successor in interest to Federated Managed Income Portfolio), Federated

Capital Appreciation Fund II, Federated Mid Cap Growth Strategies Fund, Federated Mid Cap

Growth Strategies Fund II, Federated Large Cap Growth Fund, Federated Bond Fund, Federated

Capital Appreciation Fund, Federated Intermediate Corporate Bond Fund, and Federated Quality

Bond Fund II ("Plaintiffs") and Defendant Frank E . Walsh, Jr. (each of them a "Settling Party"

and collectively, the "Settling Parties") having represented to the Court that they have entered

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Case 1:08-cv-01337-PB Document 29 Filed 08/20/09 Page 1 of 3
into a settlement agreement that resolves all issues between and among them in the Complaint,

and for good cause shown, the Cou rt ORDERS:

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

of 1995, 15 U.S.C. § 78u-4(f)(7)(A) : (a) Mark H. Swartz (the "Non-Settling Defendant"), is

hereby permanently barred, enjoined, and restrained from commencing, prosecuting, or asse rting

any claim for or otherwise seeking contribution against Walsh based upon, relating to, or a rising

out of the subject matter, allegations, transactions, facts, matters, occurrences, representa tions or

omissions alleged, involved, set forth or referred to in the Complaint in this suit; and (b) Walsh is

hereby permanently barred, enjoined, and restrained from commencing, prosecuting, or asse rting

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 Plaintiffs against the Settling Parties, all claims asserted by

Plaintiffs 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 claim s

against the Non-Settling Defendant.

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

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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Case 1:08-cv-01337-PB Document 29 Filed 08/20/09 Page 2 of 3
IT IS SO ORDERED .

Dated : 0$/20/200 9

/s Paul Barbadoro

The Hon. Paul Barbadoro

United States District Judge

We ask for this:

/s! Michele Palmer

Michele Palmer

STROOCK STROOCK & LAVAN LLP

180 Maiden Lane

New York, NY 1003 6

Counset for Frank E. Walsh, Jr.

!sl homas Skelton

Peter D. St. Phillip, Jr., Esq.

Thomas M. Skelton, Esq.

Barbara J . Hart, Esq.

Todd S. Garber, Esq.

LOWEY DANNENBERG COHEN & HART, P .C.

White Plains Plaza

One North Broadway, Suite 5 09

White Plains, NY 1060 1

CounseZ for Plain£ s

cc : Counsel of Recor d

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