UNITED STATES OF AMERICA,     STATE OF FLORIDA by and through its Attorney General Robert A. Butterworth, and STATE OF MARYLAND by and through its Attorney General J. Joseph Curran, Jr.,                   Plaintiffs,                   v. BROWNING-FERRIS INDUSTRIES, INC.,                        Defendant.

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Civil Action No.: Filed:

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 consent 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U.S.C. § 16(b)-(h)), and without further notice to any party or other proceedings, provided that plaintiffs have not withdrawn their consent, which they may do at any time before the entry of the proposed Final Judgment by serving notice thereof on the defendant and by filing that notice with the Court.

3. The parties shall abide by and comply with the provisions of the proposed Final Judgment pending entry of the Final Judgment, and shall, from the date of the filing of this Stipulation, comply with all the terms and provisions thereof as though the same were in full force and effect as an order of the Court.

4. In the event plaintiffs withdraw their consent or if the proposed Final Judgment is not entered pursuant to this Stipulation, this Stipulation shall be of no effect whatever and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding.

Dated: FOR PLAINTIFF UNITED STATES OF AMERICA: _______________________________ Anne K. Bingaman Assistant Attorney General _______________________________ Steven C. Sunshine _______________________________ Constance K. Robinson Attorneys U.S. Department of Justice Antitrust Division FOR DEFENDANT BROWNING-FERRIS INDUSTRIES, INC.: _______________________________ Rufus Wallingford Executive Vice President       and General Counsel 757 North Eldridge Street Houston, Texas 77079 (713) 870-7670 FOR PLAINTIFF STATE OF MARYLAND: FOR PLAINTIFF STATE OF FLORIDA: _______________________________ Robert A. Butterworth Attorney General _______________________________ Jerome W. Hoffman Chief, Antitrust Section _______________________________ Lizabeth A. Leeds Assistant Attorney General Fl. Bar #0457991 Office of Attorney General State of Florida The Capitol Tallahassee, Fl 32399-1050 (904) 488-9105 (904) 488-9134 (fax) SO ORDERED.

Respectfully submitted, _______________________________ Willie L. Hudgins, Jr. DC Bar #37127 _______________________________ Nancy H. McMillen _______________________________ Peter H. Goldberg _______________________________ Evangelina Almirantearena Attorneys, U.S. Department of Justice, Antitrust Div. City Ctr. Bldg., Rm. 4000 1401 H Street, N.W. Washington, DC 20530 202/307-5777 _______________________________ UNITED STATES DISTRICT JUDGE