UNITED STATES OF AMERICA,                       Plaintiff,                   v. PILKINGTON plc and PILKINGTON HOLDINGS Inc.,                   Defendant.

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Civil Action No. 94-345 5/25/94

It is stipulated by and between the undersigned parties, by their respective attorneys, that:

1. The Court has jurisdiction over the subject matter of this action and over each of the parties hereto, and venue of this action is proper in the District of Arizona;

2. The parties consent that a Final Judgment in the form hereto attached may be filed and entered by the Court, upon the motion of any party or upon the Court's own motion, at any time after compliance with the requirements of the Antitrust Procedures and Penalties Act (15 U.S.C. 16), and without further notice to any party or other proceedings, provided that Plaintiff has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on Defendants and by filing that notice with the Court; and

3. Defendants agree to be bound by the provisions of the proposed Final Judgment pending its approval by the Court. If the Plaintiff withdraws its consent or if the proposed Final Judgment is not entered pursuant to this Stipulation, this Stipulation shall be of no effect whatsoever, and the making of this Stipulation shall be without prejudice to any party in this or in any other proceeding.

For Plaintiff The United States of America.

_______________/s/________________ Robert E. Litan Deputy Assistant Attorney General _______________/s/________________ Mark C. Schechter Deputy Director of Operations _______________/s/________________ Gail Kursn Chief, Professions & Intellectual   Property Section _______________/s/________________ David C. Jordan Assistant Chief Professions & Intellectual   Property Section _______________/s/________________ K. Craig Wildfang Special Counsel to the Assistant Attorney General, Antitrust Division

_______________/s/________________ Kurt Shaffert _______________/s/________________ Thomas H. Liddle _______________/s/________________ Molly DeBusschere _______________/s/________________ John B. Arnett, Sr.   _______________/s/________________ M. Lee Doane Attorneys   U. S. Dep't of Justice   Antitrust Division   Room 9903, J.C.B.   555 4th Street, N.W.   Washington D.C. 20001     202/307-0467

FOR THE DEFENDENTS:

[8794E]