Stipulation

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 for the purposes of this proceeding. Defendant Waste Management of Georgia, Inc., d/b/a/ Waste Management of Savannah, transacts business and is found within the district. Defendants Waste Management of Louisiana, Inc., d/b/a Waste Management of Central Louisiana, and Waste Management, Inc. consent to personal jurisdiction in this proceeding. Defendants waive any objections as to venue and the parties stipulate that venue for this action is proper in the Southern District of Georgia;

EXHIBIT A

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(15 U.S.C. § 16(b)-(h)), and withoutfurther notice to any party or other proceedings, provided that Plaintiff has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on the Defendants and by filing that notice with the Court; and

3. Defendants agree to be bound by the provisions of the proposed Final Judgment pending its approval by the Court. If the Plaintiff withdraws its 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 ____th day of February, 1996.

FOR THE PLAINTIFF THE UNITED STATES OF AMERICA:

FOR THE DEFENDANTS WASTE MANAGEMENT, INC., WASTE MANAGEMENT OF
GEORGIA, INC., and WASTE MANAGEMENT OF LOUISIANA, INC.: