United States of America,                       Plaintiff,                   v. National Automobile Dealers    Association,                   Defendant.

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Civil Action No.:95 1804

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 Columbia;

2. The parties to this Stipulation consent that a Final Judgment in the form attached may be filed and entered by the Court, upon any party's or 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Act (15 U.S.C. § 16), without further notice to any party or other proceedings, provided that plaintiff has not withdrawn its consent, which it may do at any time before entry of the proposed Final Judgment by serving notice on the defendant and by filing that notice with the Court.

3. Defendant agrees to be bound by the provisions of the proposed Final Judgment pending its approval by the Court. If plaintiff withdraws its consent or the proposed Final Judgment is not entered pursuant to this Stipulation, this Stipulation shall be of no effect whatever and its making shall be without prejudice to any party in this or any other proceedings.

DATED:

FOR THE PLAINTIFF THE UNITED STATES OF AMERICA:

/S/_______________________________ Anne K. Bingaman Assistant Attorney General /S/_______________________________ Joel I. Klein Deputy Assistant Attorney General /S/_______________________________ Rebecca P. Dick Deputy Director of Operations /S/_______________________________ Mary Jean Moltenbrey Chief, Civil Task Force II

/S/_______________________________ Robert J. Zastrow Assistant Chief /S/_______________________________ Minaksi Bhatt /S/_______________________________ Susan L. Edelheit DC Bar # 250720 /S/_______________________________ Theodore R. Bolema Attorneys Civil Task Force II Antitrust Division U.S. Department of Justice 325 7th Street, NW Washington, D.C. 20530

FOR THE DEFENDANT THE NATIONAL AUTOMOBILE DEALERS ASSOCIATION:

/S/_______________________________
Frank R. McCarthy
Executive Vice President
National Automobile Dealers Association
8400 Westpark Drive
McLean, VA 22102

/S/_______________________________
Glenn A. Mitchell
Counsel for the National
Automobile Dealers Association
Stein, Mitchell & Mezines
1100 Connecticut Avenue, N.W.
Washington, D.C. 20035

/S/_______________________________
Arthur L. Herold
Counsel for the National
Automobile Dealers Association
Webster, Chamberlain & Bean
1747 Pennsylvania Avenue, N.W.
Washington, D.C. 20006