_________________________________________ UNITED STATES OF AMERICA,                                   Plaintiff,                 v. ARCHER-DANIELS-MIDLAND   COMPANY, and MINNESOTA CORN PROCESSORS, LLC                                   Defendants. _________________________________________

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CIVIL CASE NO.: 02-1768

It is hereby STIPULATED by and between the undersigned parties, subject to approval and entry by the Court, 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 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 with 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 Procedure and Penalties Act (15 U.S.C. § 16), and without further notice to any party or other proceedings, provided that the United States has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on defendants and by filing that notice with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. If the United States has withdrawn its consent, as provided in paragraph 2 above, or if the proposed Final Judgment is not entered pursuant to this Stipulation, the time has expired for all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 required actions set forth in Sections IV and V of the proposed Final Judgment can and will be made, and that the defendants will later raise no claims of hardship, or difficulty of compliance as grounds for asking the Court to modify any of the provisions contained therein.

Respectfully submitted,

FOR PLAINTIFF UNITED STATES OF AMERICA: _____________"/s/"_____________ MICHAEL P. HARMONIS Pennsylvania State Bar # 17994 Attorney Antitrust Division U.S. Department of Justice 325 Seventh St., NW Suite 500 Washington, D.C. 20530 Telephone: (202) 307-6357 Facsimile: (202) 307-2784 Dated: September 6, 2002

FOR DEFENDANT ARCHER-DANIELS-MIDLAND COMPANY: _____________"/s/"_____________ DAVID JAMES SMITH State of Illinois Bar No. 3128392 Vice President, Secretary & General Counsel 4666 Faries Parkway Decatur, IL 62526 Telephone: (217) 424-6183 Facsimile: (217) 424-6196 FOR DEFENDANT MINNESOTA CORN PROCESSORS, LLC: _____________"/s/"_____________ JOSEPH BENNETT State of Minnesota Bar No. 0289991 Secretary and General Counsel Minnesota Corn Processors, LLC 901 North Highway 59 Marshall, MN 56258 Telephone: (507) 537-2674 Facsimile: (507) 537-2641

ORDER

It is SO ORDERED, this ______ day of __________, 2002.