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UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of

NESTLÉ HOLDINGS, INC., a corporation,
DREYER'S GRAND ICE CREAM HOLDINGS, INC., a corporation, and
DREYER'S GRAND ICE CREAM, INC., a corporation.

File No. 021-0174

AGREEMENT CONTAINING CONSENT ORDERS

The Federal Trade Commission ("Commission"), having initiated an investigation of the acquisition by Nestlé Holdings, Inc. ("Nestlé") of certain voting securities of Dreyer's Grand Ice Cream Holdings, Inc., which as a result of the transaction will be the parent of Dreyer's Grand Ice Cream, Inc. (Dreyer's Grand Ice Cream Holdings, Inc. and Dreyer's Grand Ice Cream, Inc. hereinafter collectively "Dreyer's"), and it now appearing that Nestlé and Dreyer's, hereinafter sometimes referred to as "Proposed Respondents," and Nestlé S.A. are willing to enter into this Agreement Containing Consent Orders ("Consent Agreement") to divest certain assets and provide for other relief:

IT IS HEREBY AGREED by and between Proposed Respondents, by their duly authorized officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent Nestlé is a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 383 Main Avenue, Fifth Floor, Norwalk, Connecticut 06851.

2. Proposed Respondents Dreyer's are corporations organized and existing under the laws of the State of Delaware, with their principal place of business at 5929 College Avenue, Oakland, California 94618.

3. Nestlé S.A. is a corporation organized, existing, and doing business under, and by virtue of, the laws of Switzerland, with its principal executive offices located at Avenue Nestlé 55, CH-1800 Vevey, Switzerland.

4. Proposed Respondents and Nestlé S.A. admit all the jurisdictional facts set forth in the draft of Complaint here attached.

5. Proposed Respondents and Nestlé S.A. waive:

a. any further procedural steps;

b. the requirement that the Commission's Decision and Order and the Order to Maintain Assets, both attached hereto and made a part hereof, contain a statement of findings of fact and conclusions of law;

c. all rights to seek judicial review or otherwise to challenge or contest the validity of the Decision and Order or Order to Maintain Assets entered pursuant to this Consent Agreement; and

d. any claim under the Equal Access to Justice Act.

6. The Decision and Order and the Order to Maintain Assets attached to this Consent Agreement are incorporated into and made a part of this Consent Agreement. This Consent Agreement is for settlement purposes only and does not constitute an admission by Proposed Respondents or Nestlé S.A. that the law has been violated as alleged in the draft Complaint here attached, or that the facts as alleged in the draft Complaint, other than jurisdictional facts, are true.

7. Proposed Respondents shall submit an initial report no later than twenty (20) days after the date that they execute this Consent Agreement and every thirty (30) days thereafter until the Decision and Order becomes final, pursuant to Section 2.33 of the Commission's Rules, 16 C.F.R. 2.33, signed by the Proposed Respondents setting forth in detail the manner in which the Proposed Respondents have complied with, have prepared to comply with, and will comply with their respective obligations under the Decision and Order and the Order to Maintain Assets. Such reports will not become part of the public record unless and until the accompanying Consent Agreement and Decision and Order are accepted by the Commission for public comment.

8. The Commission may issue its Complaint and an Order to Maintain Assets in this matter at any time after it accepts the Consent Agreement for public comment.

9. This Consent Agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this Consent Agreement is accepted by the Commission, it, together with the Complaint contemplated hereby, will be placed on the public record for a period of thirty (30) days and information in respect thereto publicly released. The Commission thereafter may either withdraw its acceptance of this Consent Agreement and so notify Proposed Respondents, in which event it will take such action as it may consider appropriate, or issue or amend its Complaint (as the circumstances may require) and issue its Decision and Order, in disposition of the proceeding.

10. This Consent Agreement contemplates that, if it is accepted by the Commission, the Commission may (1) issue and serve its Complaint corresponding in form and substance with the draft of Complaint here attached, (2) issue and serve its Order to Maintain Assets, and (3) make information public with respect thereto. If such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of Commission Rule 2.34, 16 C.F.R.  2.34, the Commission may, without further notice to the Proposed Respondents, issue the attached Decision and Order containing an order to divest in disposition of the proceeding. When final, the Decision and Order and the Order to Maintain Assets shall have the same force and effect and may be altered, modified or set aside in the same manner and within the same time provided by statute for other orders. The Decision and Order and Order to Maintain Assets shall become final upon service. Delivery of the Complaint, Decision and Order and Order to Maintain Assets to Proposed Respondents by any means specified in Commission Rule 4.4(a), 16 C.F.R.  4.4(a), or to Proposed Respondents' counsel shall constitute service. The Proposed Respondents waive any right they may have to any other manner of service. The Complaint may be used in construing the terms of the Decision and Order and Order to Maintain Assets, and no agreement, understanding, representation, or interpretation not contained in the Decision and Order, Order to Maintain Assets, or the Consent Agreement may be used to vary or contradict the terms of the Decision and Order or the Order to Maintain Assets.

11. By signing this Consent Agreement, Proposed Respondents and Nestlé S.A. represent and warrant that they can comply with the provisions of the attached Decision and Order and the Order to Maintain Assets, and that all parents, subsidiaries, affiliates, and successors necessary to effectuate the full relief contemplated by this Consent Agreement are parties to the Consent Agreement and are bound thereby as if they had signed this Consent Agreement and were made parties to this proceedings and to the orders.

12. Proposed Respondents and Nestlé S.A. have read the draft Complaint, Decision and Order, and Order to Maintain Assets contemplated hereby. Proposed Respondents and Nestlé S.A. understand that once the Decision and Order and Order to Maintain Assets have been issued, they will be required to file one or more compliance reports showing that they have fully complied with the orders. Proposed Respondents and Nestlé S.A. agree to comply with the proposed Decision and Order and Order to Maintain Assets, as applicable, from the date they sign this Consent Agreement. Proposed Respondents and Nestlé S.A. understand that they may be liable for civil penalties in the amount provided by law for each violation of the Decision and Order and Order to Maintain Assets, as applicable, after they become final.

Signed this ____ day of June, 2003

NESTLÉ HOLDINGS, INC.:

By:
______________________________
Joe Weller
CEO and President
Nestlé Holdings, Inc.

NESTLÉ S.A.:

By:
______________________________
James M. Singh
Senior Vice President - Acquisitions and Business Development
Nestlé S.A.

______________________________
Roxann Henry
Counsel for Nestlé Holdings, Inc. and Nestlé S.A.

DREYER'S GRAND ICE CREAM, INC.:

By:
______________________________
T. Gary Rogers
Chairman and CEO
Dreyer's Grand Ice Cream, Inc.

DREYER'S GRAND ICE CREAM HOLDINGS, INC.:

By:
______________________________
T. Gary Rogers
Chairman and CEO
Dreyer's Grand Ice Cream Holdings, Inc.

______________________________
Joseph D. Larson
Counsel for Dreyer's Grand Ice Cream, Inc. and Dreyer's Grand Ice Cream Holdings, Inc.

FEDERAL TRADE COMMISSION:

By:
______________________________
Catherine M. Moscatelli
Deputy Assistant Director
Bureau of Competition

Approved:

______________________________
Michael G. Cowie
Assistant Director
Bureau of Competition

______________________________
Susan Creighton
Deputy Director
Bureau of Competition

______________________________
Joseph J. Simons
Director
Bureau of Competition