__________________________________________ UNITED STATES OF AMERICA,          Plaintiff,                   v. ALCOA INC., ACX TECHNOLOGIES,    INC., and GOLDEN ALUMINUM COMPANY,         Defendant. __________________________________________

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Civil Action No.: 99 243 Filed: Nov 5, 1999

It is hereby STIPULATED by and between the undersigned parties, by their respective attorneys, as follows:

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 United States District Court for the District of Columbia.

2. The parties stipulate 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Act (15 U.S.C. § 16), and without further notice to any party or other proceedings, provided that plaintiff has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on defendants and by filing that notice with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.

3. Defendants shall abide by and comply with the provisions of the proposed Final Judgment pending entry of the Final Judgment by the Court, or until expiration of time for all appeals of any Court ruling declining entry of the proposed Final Judgment, and shall, from the date of the signing of this Stipulation by the parties, comply with all the terms and provisions of the proposed Final Judgment as though they were in full force and effect as an order of the Court.

4. This Stipulation shall apply with equal force and effect to any amended proposed Final Judgment agreed upon in writing by the parties and submitted to the Court.

5. In the event that plaintiff withdraws its consent, as provided in paragraph 2 above, or in the event that the proposed Final Judgment is not entered pursuant to this Stipulation, the time has expired for all appeals of any Court ruling declining entry of the proposed Final Judgment, and the Court has not otherwise ordered continued compliance with the terms and provisions of the proposed Final Judgment, then the parties are released from all further obligations under this Stipulation, and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding.

6. Defendants represent that the divestiture ordered in the proposed Final Judgment can and will be made, and that the defendants will later raise no claims of hardship or difficulty as grounds for asking the Court to modify any of the divestiture provisions contained therein.

7. Defendants agree not to consummate their transaction before the Court has signed this Stipulation and Order.

Respectfully submitted,

FOR PLAINTIFF UNITED STATES OF AMERICA: _______________/s/________________ NINA B. HALE Washington Bar # 18776 Laura M. Scott Attorneys Antitrust Division U.S. Department of Justice 325 Seventh St., N.W., Suite 500 Washington, DC 20004 (202) 307-6351 Dated:__November 5, 1999________

FOR DEFENDANT ALCOA, INC. _______________/s/________________ W. Randolph Smith DC Bar # 356402____ Crowell & Moring 1001 Pennsylvania Avenue, N.W. Washington, DC 20004-2595 (202) 624-2700 FOR DEFENDANTS ACX Technologies, Inc., and Golden Aluminum Company: _______________/s/________________ W. Todd Miller DC Bar # ___________ Baker & Miller 915 15th Street, Suite 1000 Washington, DC 20005-2302

It is SO ORDERED, this ______ day of __________, 1999.

_______________________________ United States District Judge