UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA

)

UNITED STATES OF AMERICA,	)

)	Case No. 1:03 CV 02012-GK

Plaintiff,	)

)

v.	)	Judge Gladys Kessler

)

ALCAN INC.,	)	DECK TYPE: Antitrust

ALCAN ALUMINUM CORP.,	)

PECHINEY, S.A., and	)

PECHINEY ROLLED PRODUCTS, LLC ,	)

)

Defendants.	)

)

STIPULATED ORDER REGARDING THE COURT'S CONSIDERATION

OF THE PROPOSED FINAL JUDGMENT AND THE STATE OF WEST VIRGINIA'S PENDING MOTION TO INTERVENE OR TO APPEAR

AS AN AMICUS CURIAE AND FOR AN EVIDENTIARY HEARING

WHEREAS plaintiff, defendants, and the State of West Virginia represent that a short postponement of the Court's consideration of whether entry of the proposed Final Judgment is in the public interest and the State of West Virginia's pending motion would not result in unreasonable delay; and

WHEREAS the Court held a status conference today with representatives of the parties and the State of West Virginia, and during a sealed hearing (with the parties alone) received a satisfactory explanation of the parties' reasons for this Stipulated Order;

IT IS HEREBY STIPULATED AND AGREED by and between the undersigned parties and the State of West Virginia, subject to approval and entry by the Court, and without prejudice to any aspect of plaintiff's, defendants', or West Virginia's legal position in this matter, that until after June 1, 2004:

A.	Pechiney's Brazing Sheet Business will not be sold to any Acquirer pursuant to the terms of the proposed Final Judgment pending in this case (see Final Judgment, §§ II(E), IV, and V);

B.	The Court will not conduct a hearing or rule on the State of West Virginia's pending motion; and

C.	Neither plaintiff nor defendants will move the Court to enter, and the Court will refrain from entering, the proposed Final Judgment.

Dated: April 22, 2004.

Respectfully submitted,

FOR PLAINTIFF	FOR DEFENDANTS ALCAN INC.,

UNITED STATES OF AMERICA	ALCAN ALUMINUM CORP., PECHINEY, S.A., and PECHINEY ROLLED PRODUCTS LLC

/s/	/s/

Anthony E. Harris, Esquire	Michael Miller, Esq.

Illinois Bar #1133713	New York Bar # MM1154

U.S. Department of Justice	Sullivan & Cromwell LLP

Antitrust Division, Litigation II Section	125 Broad Street

1401 H Street, NW	New York, NY 10004-2498

Suite 3000	Telephone: (212) 558-4417

Washington, DC 20530

Telephone: (202) 307-6583

FOR MOVANT THE STATE OF WEST VIRGINIA

/s/

Andrew G. Fusco, Esq.

West Virginia Bar # 1317

Special Assistant Attorney General	Eckert Seamans Cherin &

Mellot, PPLC

2400 Cranberry Square

Morgantown, WV 26508-9209

Telephone: (304) 594-1000

Edward J. Longosz, II, Esq.

DC Bar # 368932

Eckert Seamans Cherin & Mellot, LLC	1747 Pennsylvania Avenue, NW

Suite 1200

Washington, DC 20006

Telephone: (202) 659-6619

ORDER

IT IS SO ORDERED by the Court, this ____ day of ___________ 2004.

United States District Judge