UNITED STATES OF AMERICA,                       and STATE OF FLORIDA, by and through its Attorney General,                   v. REUTER RECYCLING OF FLORIDA, INC., and WASTE MANAGEMENT INC. OF FLORIDA,                   Defendant.

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CIVIL ACTION NO.: Filed: [October 20, 1995]

STIPULATION

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U.S.C. § 16(b)-(h)), and without further notice to any party or other proceedings, provided that Plaintiffs have not withdrawn their consent, which they may do at any time before the entry of the proposed Final Judgment by serving notice thereof on the Defendants and by filing that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

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. This Stipulation shall become effective when, if and only if, defendant Waste Management Inc. of Florida acquires a majority of the outstanding shares of defendant Reuter Recycling of Florida, Inc. If the Plaintiffs withdraw their consent or if the proposed Final Judgment is not entered pursuant to this Stipulation, this Stipulation shall be of no effect whatsoever, and the making of this Stipulation shall be without prejudice to any party in this or in any other proceeding.

DATED this 20th day of October, 1995.

Respectfully submitted,

FOR THE PLAINTIFF THE UNITED STATES OF AMERICA:

_/s/______________________________ Anne K. Bingaman Assistant Attorney General Antitrust Division U.S. Department of Justice _/s/______________________________ Lawrence R. Fullerton Deputy Assistant Attorney     General _/s/______________________________ Constance K. Robinson Director of Operations _/s/______________________________ Charles E. Biggio Senior Counsel _/s/______________________________ Anthony V. Nanni Chief, Litigation I Section _/s/______________________________ Willie L. Hudgins, Jr. Attorneys U.S. Department of Justice Antitrust Division

_/s/______________________________ Nancy H. McMillen Attorney U.S. Department of Justice Antitrust Division City Center Building, Suite 4000 1401 H Street, N.W. Washington, D.C. 20530 202/307-5777

FOR PLAINTIFF STATE OF FLORIDA:

_/s/______________________________ Robert A. Butterworth Attorney General _/s/______________________________ Patricia A. Conners Assistant Attorney General _/s/______________________________ Lizabeth A. Leeds Assistant Attorney General _/s/______________________________ H. Edward Burgess, Jr. Assistant Attorney General Office of Attorney General State of Florida The Capitol Tallahassee, Florida 32399-1050 (904) 488-9105

FOR THE DEFENDANT REUTER RECYCLING OF FLORIDA, INC.:

_/s/______________________________ John H. Korns (D.C. Bar No. 142745) OPPENHEIMER, WOLFF & DONNELLY 1020 19th Street, N.W., Suite 400 Washington, D.C. 20036 (202) 293-6300

FOR THE DEFENDANT WASTE MANAGEMENT INC. OF FLORIDA:

_/s/______________________________ Michael Sennett BELL, BOYD & LLOYD Three First National Plaza Chicago, Illinois 60602 (312) 372-1121 _/s/______________________________ Andrew N. Cook (D.C. Bar No. 416199) BELL, BOYD & LLOYD 1615 L Street, N.W. Washington, D.C. 20036 (202) 466-6300