UNITED STATES OF AMERICA, U.S. Department of Justice Antitrust Division 325 7th Avenue, NW Suite 500 Washington, DC 20530,                      Plaintiff,                   v. CONNORS BROS. INCOME FUND, 669 Main Street Blacks Harbour, New Brunswick, Canada E5h 1K1, and BUMBLE BEE SEAFOODS, LLC, 9655 Granite Ridge Drive ) San Diego, CA 92123-2674, )                   Defendants.

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Case No. 1:04CV01494 Judge: JDB Deck Type: Antitrust

Plaintiff United States of America ("United States"), and Defendants Connors Bros. Income Fund and Bumble Bee Seafoods, LLC, stipulate that the Final Judgment filed with the Court on August 31, 2004 is hereby amended by the addition of a new subsection IV.K providing that:

In connection with the divestiture of the Divestiture Assets pursuant to Sections IV or V of this Final Judgment, the Defendants may offer the Acquirer short-term, transitional supply and services agreements, not to exceed six months in length, for the supply of canned sardines and the provision of services required to transfer the Port Clyde, Commander, Bulldog, Neptune, Admiral and Possum brand sardine business to the Acquirer. The terms and conditions of any such agreements must be acceptable to the United States in its sole discretion. Upon the expiration or termination of such agreements, the Defendants shall not enter into or have any supply or service agreements with the Acquirer relating to the sale of sardines for a period of three years thereafter.

As amended by the addition of this provision, the proposed Final Judgment will be the

document attached to this Stipulation.

Respectfully submitted,

_______________"/s/"________________ Robert L. McGeorge D.C. Bar # 91900 U.S. Department of Justice Antitrust Division Transportation, Energy and Agriculture Section 325 7th Street, NW; Suite 500 Washington, DC 20530 Attorney for the Plaintiff, United States

_______________"/s/"________________ Richard G. Parker D.C. Bar # 00418605 O'Melveney & Meyers 1625 Eye Street, N.W. Washington, DC 20006   Attorney for Defendants, Connors Bros. Income Fund Bumble Bee Seafoods, LLC

Dated: December 13, 2004

CERTIFICATE OF SERVICE

I hereby certify that on December 15, 2004, I have caused a copy of the foregoing Stipulation to be served on counsel for defendants by electronic mail and first class mail, postage prepaid:

Counsel for Defendants Connors Bros. Income Fund
and Bumble Bee Seafoods, LLC:

David Beddows, Esq.
Richard G. Parker, Esq.
O'Melveny & Myers LLP
1625 Eye Street, NW
Washington, DC 20006

_______________"/s/"________________ Michelle Livingston Member of the D.C. Bar, #461268 U.S. Department of Justice Antitrust Division 325 Seventh Street, N.W. Suite 500 Washington, DC 20530 (202) 353-7328 (202) 307-2784 (Fax)