Subject: [NEXTEL-1] Waste Management- The King Of "How Business Gets Done- Real Dirty" & Nextel

From: [email-masked]
Date: Mon, 30 Jun 2003 08:32:22 -0400

Waste Management King Of How Business Gets Done- Real Dirty & Nextel
===============================================================================
Press Release
Source: At Road, Inc.

 Waste Management Improves Route Services
 With @Road Mobile Resource Management
 Service on Nextel's Nationwide Wireless Packet
 Data Network
 Monday June 30, 7:01 am ET

@Road GeoManager(SM), Pocket Edition Deployed on 1,800

Nextel Phones Delivers Real-time Mobile Asset Management

FREMONT, Calif. & RESTON, Va.--(BUSINESS WIRE)--June 30, 2003-- Waste Management,
a nationwide provider of collection, landfill, recycling and other related
services, has equipped 1,800 of its mobile workers in 12 U.S. markets with Nextel
Communications' (Nasdaq:NXTL - News) assisted GPS-enabled (Global Positioning
System) phones by Motorola and the @Road (Nasdaq:ARDI - News) mobile resource
management service. Dubbed "WasteRoute," Waste Management is using GPS technology
and mobile phones to redesign its service routes, which in turn will improve
efficiency, decrease noise and congestion in residential areas during certain
times of the day, and reduce operations costs.

Waste Management has deployed the @Road GeoManager(SM), Pocket Edition service on
Motorola i58sr phones for Nextel. The i58sr is equipped with assisted GPS
capabilities and is Java(TM) technology-enabled. Operating on Nextel's all-digital
packet data network, the @Road mobile resource management (MRM) solution also
allows dispatchers to:
Monitor driver activities to aid in route adherence and time management using maps
and reports;

Quickly locate and manage mobile workers;

Receive job status reports from the field;

Document activity to evaluate efficiency and utilization of assets;

Easily view and retrieve data using a standard Internet browser; and Communicate
with mobile workers.
"Previously our workers collected activity and location information manually,"
said Alex Popov, director of fleet services and logistics for Waste Management.
"With the @Road/Nextel solution we are redesigning our service routes to reduce
route overlaps and redundancies. The @Road mobile resource management service
increases our drivers' efficiency, and as a bonus to the communities we serve, we
will minimize unnecessary noise and truck congestion in residential areas."

"The @Road GeoManager, Pocket Edition service using Nextel phones offers
enterprise customers such as Waste Management a complete solution to deliver
real-time information and increase the productivity and responsiveness of their
mobile workforces," said Henry Popplewell, vice president, Transportation and
Distribution for Nextel Communications. "Nextel's wireless business solutions
provide access to our integrated voice and packet data network, enabling the
enterprise to access a wide range of customizable applications to help meet their
management needs."

"Our new service provides innovative applications, such as instant data
integration into customer databases, and is designed to penetrate new markets, of
which routing optimization for residential waste management services is an
example," said Krish Panu, president and CEO of @Road. "We look forward to
continuing our deployment with Waste Management as well as finding additional
successes by jointly marketing the GeoManager, Pocket Edition service with
Nextel."
Nextel's Wireless Business Solutions platform, coupled with the @Road service,
combines applications, services, tools and the support companies need to achieve
high performance by delivering real-time information to mobile decision makers at
any location, enabling quick response among workers in the field and streamlining
operations through faster exchange of information.

 About GeoManager(SM), Pocket Edition

Launched in March 2003, the GeoManager, Pocket Edition service can be readily
provisioned to a wireless handset by downloading @Road software from the Nextel
website. With GeoManager, Pocket Edition service, a Java application runs in the
background of a worker's GPS-enabled wireless telephone. The application collects
activity and location information and automatically transmits the data over
Nextel's all-digital 2.5G wireless network to @Road data centers. Customers can
use any Internet-connected computer to access the data, including downloadable
reports configured to show location information. For example, Waste Management
plans to import the location reports into its proprietary routing application,
which logically optimizes the company's routes.

 About Waste Management

Waste Management, Inc. is its industry's leading provider of comprehensive waste
management services. Based in Houston, Texas, the company serves municipal,
commercial, industrial and residential customers throughout North America.

 About Nextel

Nextel Communications, a Fortune 300 company based in Reston, Va., is a leading
provider of fully integrated wireless communications services and has built the
largest guaranteed all-digital wireless network in the country covering thousands
of communities across the United States. Nextel and Nextel Partners, Inc.,
currently serve 198 of the top 200 U.S. markets. Through recent market launches,
Nextel and Nextel Partners service is available today in areas of the U.S. where
approximately 240 million people live or work.

 About @Road

@Road (Nasdaq:ARDI - News) is a leading provider of mobile resource management
(MRM) services, a rapidly growing category of productivity solutions integrating
wireless communications, location technologies, hosted software applications,
transaction processing and the Internet to help companies better manage mobile
workers. Any size organization, in any industry or public sector, in which
improving the productivity of mobile workers has an impact on revenue, expenses,
customer service and competitive advantage, will benefit from @Road MRM services.
Because @Road offers MRM services on a hosted basis, customers avoid expensive and
complex software and IT infrastructure investments. Since @Road delivers services
on a subscription basis, customers experience an immediate and measurable
return-on-investment.

@Road delivers its MRM services to more than 100,000 mobile workers in North
America every day. The company has headquarters in Fremont, Calif., and secure
networked data centers on both U.S. coasts. For more information, visit the @Road
web site at www.road.com.

Except for the historical information contained herein, the matters discussed in
this press release are forward-looking statements involving risks and
uncertainties that could cause actual results to differ materially from those in
such forward-looking statements. Potential risks and uncertainties include, but
are not limited to, the limited operating history of @Road, the ability of @Road
to successfully deploy and support the GeoManager, Pocket Edition and other
services described in this press release, dependence of @Road on mobile data
systems technology, wireless networks, network infrastructure and positioning
systems owned and controlled by others, and general economic and political
conditions. Further information regarding these and other risks is included in the
@Road Report on Form 10-K dated March 31, 2003 and in its other filings with the
Securities and Exchange Commission. @Road undertakes no obligation to update the
forward-looking statements contained in this press release.

@Road is a registered trademark of At Road, Inc. The @Road logo and GeoManager are
trademarks and/or service marks of At Road, Inc. All other trademarks and service
marks are the property of their respective owners.
Contact:
      @Road
      Kathy Stahlman, 510/870-1144
      [email-masked]
       or
      Nextel Communications
      Roni Singleton, 703/433-3109
      [email-masked]
       or
      Waste Management
      Sarah Simpson, 713/394-2154
[email-masked]

 http://biz.yahoo.com/bw/030630/305257_1.html

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---

From: [email-masked]
Date: Mon, 30 Jun 2003 09:31:49 -0400

Geezeee.....

Timmy's spin masters have bad timing. This is not the time to announce you just closed
a deal with a company that has been under investigation by DOJ/FBI for years. Bribery,
Pay-offs, Antitrust just another day at Waste Management......
On thursday 6/27 Waste Management made a deal with DOJ regarding their business
practices. They were ordered to dispose of numerous assets (properties ) all across
the USA to even the playing field in the garbage business. This reminds me of when
Timmy announced a big deal with a trucking company, the following week they went
bankrupt and shut down completely.
=======================================================================================

DOJ's 6/27/03 order to Waste Management :

AND WHEREAS, Defendants have represented to Plaintiffs that the divestitures required
below can and will be made and that Defendants will later raise no claims of hardship
or difficulty as grounds for asking the Court to modify any of the divestitures or
other injunctive provisions contained below;

AND WHEREAS, Defendant Waste Management shall be enjoined from acquiring the Relevant
Tulsa and Muskogee Disposal Assets, except as provided in this Final Judgment;

AND WHEREAS, with respect to the New Jersey voting securities and assets to be
acquired by Waste Management from Allied pursuant to the stock and asset purchase
agreements between them dated January 29, 2003, as amended, this Final Judgment
resolves all claims of the State of New Jersey arising under federal and state
antitrust laws, including N.J. Stat. Ann. § 56:9-1 et seq.;

NOW, THEREFORE, before any testimony is taken, and without trial or adjudication of
any issue of fact or law, and upon consent of the parties, it is ORDERED, ADJUDGED,
AND DECREED:
===================================================================================
Bribery-

<Snip>
Descriptions of the favorable tax ruling appear to match the circumstances
set out in a Register story published last year. That report stated that
within days of hiring Young, trash-hauling giant Waste Management Inc.
won a favorable tax ruling it had sought for years. Young, through a
Birmingham law firm, was paid $500,000 for his efforts, the Register
reported, citing public records regarding Young's debts.

The June 1999 decision by the state tax agency drastically lowered the
per-ton taxes that a Waste Management subsidiary paid the state for
hazardous waste buried at the Emelle landfill in west-central Alabama.
The ruling "resulted in substantial financial savings" for Young's client, the
information states.

http://www.al.com/news/mobileregister/index.ssf?/xml/story.ssf/html_standard.xsl?/base/news/1056446148288980.xml

=====================================================================================
Corp. Corruption ( Arthur Andersen was their auditor)

In order to take over the major competition in the Northeast without attracting the
Justice
Department’s unwanted attention, USA Waste and Waste Management used a stalking horse
stratagem. First, Don Moorehead, USA Waste’s prior CEO, installed the once-legendary
John
Drury as his successor. Next, he brought along his brother, George’s Cayman Islands
off-shore
private investment pool, Environmental Opportunities Fund, to capitalize the scheme.

<Snip>

That oligopoly-tax by the corporate suites would have worked out to
about 60% on the total cost to haul away commercial trash in New York, which is
substantially
more than the 40%-50% levy that Rand estimated to have been imposed by the mob.
None of this, incidently, is a fanciful conspiracy theory. We know all about what
actually
went down in the back rooms because, after Mr. Drury was, in turn, forced out as CEO
of Waste
Management in the wake of another accounting meltdown in 1999, the next bull pen to
fill the
company’s executive suite revealed the facts of the conspiracy when it sued its
predecessors in
the case, Waste Management v. Paolino. Apparently, through self-dealing in many of
these
transactions, they had stolen tens of millions of dollars for personal enrichment
along the way as
they built a foundation aimed at establishing a Northeast cartel.

<Snip>

http://www.competitivewaste.org/reports/NYCTransferStation.pdf

=============================================================================

 Pay-Offs / Ethics violation

Sharon Stahl , [email-masked]
06/03/2003

READING -- Berks County Commissioner Mark C. Scott
committed an unintentional violation of the state Ethics Act
when he accepted a financial settlement from Waste
Management, the company that owns the Pottstown Landfill,
according to the state Ethics Commission.

Scott, a Republican who is seeking re-election, is a longtime opponent of the
landfill’s expansion plans who sued Waste Management before he was elected a
county commissioner.

The landfill is 2 miles from Scott’s home in Douglass (Berks). Most of the landfill is

in West Pottsgrove, but a portion crosses into Berks County.

The settlement between Waste Management and Scott provided for the potential of
$672,000 in payments from Waste Management. The payments were to be made
over 28 years beginning in 1998 and ending in 2025. To date, Scott has received
$108,245 of the settlement.

Scott can keep the money he has already received, but the Ethics Commission
ordered that he forego any future payments from Waste Management related to the
litigation and appeal.

Scott’s settlement with Waste Management was part of a legal battle that began in
1998 over the expansion of the landfill.

Berks County and a former neighbor of Scott’s were also involved in the litigation.
Waste Management would only settle the case only if all three parties agreedto the
terms. According to those terms, Scott was not allowed to oppose or represent
anyone opposing the landfill.

Scott intervened with litigation against Waste Management while he served as a
supervisor in Douglass (Berks).

A settlement reached in 1995 guarantees Waste Management will pay Berks
County the same amount it pays the state Department of Environmental Protection
for penalties and fines for 13 years. Last month Berks County received a check for
$80,000 as a part of that settlement. The money was added to the county’s
environmental defense fund.

Scott could not be reached for comment.

http://www.pottstownmercury.com/site/news.cfm?newsid=8198652&BRD=1674&PAG=461&dept_id=18041&rfi=6

=====================================================================================

DOJ Anti-Trust-

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

--------------------------------------------------------------------------------

UNITED STATES OF AMERICA, and
STATE OF NEW JERSEY,
Plaintiffs,

v.

WASTE MANAGEMENT, INC., and
ALLIED WASTE INDUSTRIES, INC.,

Defendant.

--------------------------------------------------------------------------------
Civil No: 1:03CV01409
Judge: Judith Kessler

Filed: June 27, 2003

FINAL JUDGMENT

WHEREAS, Plaintiffs, the United States of America ("United States") and the State of
New Jersey ("New Jersey"), filed their Complaint on June 27, 2003, and Plaintiffs and
Defendants, Waste Management, Inc. ("Waste Management") and Allied Waste Industries,
Inc. ("Allied"), by their respective attorneys, have consented to the entry of this
Final Judgment without trial or adjudication of any issue of fact or law, and without
this Final Judgment constituting any evidence against or admission by any party
regarding any issue of law or fact;

AND WHEREAS, Defendants agree to be bound by the provisions of this Final Judgment
pending its approval by the Court;

AND WHEREAS, the essence of this Final Judgment is the prompt and certain divestiture
of the Relevant Hauling Assets and Relevant Disposal Assets by Defendant Waste
Management to assure that competition is not substantially lessened;

AND WHEREAS, the United States requires Defendant Waste Management to amend certain
provisions of waste hauling contracts and the United States and New Jersey require
Defendant Waste Management to make certain divestitures in order to remedy the loss of
competition alleged in the Complaint;

AND WHEREAS, Defendants have represented to Plaintiffs that the divestitures required
below can and will be made and that Defendants will later raise no claims of hardship
or difficulty as grounds for asking the Court to modify any of the divestitures or
other injunctive provisions contained below;

AND WHEREAS, Defendant Waste Management shall be enjoined from acquiring the Relevant
Tulsa and Muskogee Disposal Assets, except as provided in this Final Judgment;

AND WHEREAS, with respect to the New Jersey voting securities and assets to be
acquired by Waste Management from Allied pursuant to the stock and asset purchase
agreements between them dated January 29, 2003, as amended, this Final Judgment
resolves all claims of the State of New Jersey arising under federal and state
antitrust laws, including N.J. Stat. Ann. § 56:9-1 et seq.;

NOW, THEREFORE, before any testimony is taken, and without trial or adjudication of
any issue of fact or law, and upon consent of the parties, it is ORDERED, ADJUDGED,
AND DECREED:

I. Jurisdiction
This Court has jurisdiction over the subject matter of and each of the parties to this
action. The Complaint states a claim upon which relief may be granted against
Defendants under Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18.

II. Definitions
As used in this Final Judgment:

A. "Acquirer" means the entity or entities to whom Waste Management divests the
Relevant Disposal Assets, Relevant Hauling Assets, or the Alternative Disposal Asset.

B. "Allied" means Defendant Allied Waste Industries, Inc., a Delaware corporation with
its headquarters in Scottsdale, Arizona, and its successors and assigns, its
subsidiaries, divisions, groups, affiliates, partnerships, joint ventures, and their
directors, officers, managers, agents, and employees.

C. "Alternative Disposal Asset" means, unless otherwise noted, with respect to each
transfer station listed and described herein, all of Defendants' rights, titles, and
interests in any tangible asset, related to the operation of each transfer station
listed, including all fee simple or ownership rights to offices, garages, related
facilities, capital equipment, trucks and other vehicles, scales, power supply
equipment, and supplies; and all Defendants' rights, titles, and interests in any
related intangible assets, including all leasehold interests and renewal rights
thereto, permits, customer lists, contracts, and accounts, or options to purchase any
adjoining property.

Alternative Disposal Asset, as used herein, means one of the following three
properties, as selected by Defendant Waste Management in accordance with the terms
provided in Sections IV.I., V.B., and V.C. of the Final Judgment:

Park Ridge, New Jersey
Waste Management's Park Ridge Transfer Station, located at 94 Perry Street, Park
Ridge, New Jersey 07656; or

Fairview, New Jersey
Allied's Fairview Transfer Station (formerly permitted to BFI Transfer Systems of New
Jersey, Inc.), located at 61 Broad Avenue, Fairview, New Jersey 07022; or

Hillsdale, New Jersey
Waste Management's Hillsdale Transfer Station, located at 131 Patterson Street,
Hillsdale, New Jersey 07642.

D. "Disposal" means the business of disposing of waste into approved disposal sites
(i.e., landfills, incinerators, and transfer stations).

E. "Hauling" means the collection of waste from customers and the shipment of the
collected waste to disposal sites. Hauling, as used herein, does not include
collection of roll-off containers.

F. "Fully Permitted" means a renewal of the operating permit, currently held by Waste
Management's Chestnut Ridge Solid Waste Transfer Station of Chestnut Ridge, New York
and scheduled to expire on November 30, 2003, by the New York State Department of
Environmental Conservation ("NYDEC") for an additional five (5) years under terms and
conditions comparable to those in the currently held permit; and further means that
all additional zoning, environmental, and other permits required to operate the
facility are valid and lawful. The renewed permit must be granted by NYDEC prior to
expiration of the time period set forth in Section IV.A. of the Final Judgment, which
time period shall include the sixty (60) day extension.

G. "Landfill" means a facility where waste is placed into the land.

H. "MSW" means municipal solid waste, a term of art used to describe solid putrescible
waste generated by households and commercial establishments such as retail stores,
offices, restaurants, warehouses, and non-manufacturing activities in industrial
facilities. MSW does not include special handling waste (e.g., waste from
manufacturing processes, regulated medical waste, sewage, and sludge), hazardous
waste, or waste generated by construction or demolition sites.

I. "New Jersey Assets" means the Relevant Disposal Assets and the Relevant Hauling
Assets located in New Jersey.

J. "Relevant Disposal Assets" means, unless otherwise noted, with respect to each
transfer station listed and described herein, all of Defendants' rights, titles, and
interests in any tangible asset related to each transfer station listed, including all
fee simple or ownership rights to offices, garages, related facilities, capital
equipment, trucks and other vehicles, scales, power supply equipment, and supplies;
and all Defendants' rights, titles, and interests in any related intangible assets,
including all leasehold interests and renewal rights thereto, permits, customer lists,
contracts, and accounts, or options to purchase any adjoining property.

Relevant Disposal Assets, as used herein, includes the following transfer stations, or
throughput or tolling disposal rights:

Garfield, New Jersey
Allied's Garofalo Recycling and Transfer Station (formerly permitted to Garofalo
Brothers, Inc., and Garofalo Recycling and Transfer Station Co., Inc.), located at
19-35 Atlantic Street, Garfield, New Jersey 07026.

Chestnut Ridge, New York
Waste Management's Fully Permitted Chestnut Ridge Solid Waste Transfer Station (owned
by and permitted to Waste Management's subsidiary Marangi Bros., Inc.), located at 560
Chestnut Ridge Road, Chestnut Ridge, New York 10977.

North Arlington, New Jersey
Throughput or tolling disposal rights of a maximum of 1,925 tons per week, for the
remainder of Waste Management's current lease and if the lease is renewed, for the
duration of the period in which Waste Management has contractual rights to operate the
facility, not to exceed the termination date of this Final Judgment. These disposal
rights are exercisable by the Acquirer (or its designee), at the New Jersey
Meadowlands Commission's HMDC Solid Waste Baler Facility ("HMDC Facility"), located at
100 Baler Boulevard, North Arlington, New Jersey 07031, under the following terms and
conditions:

At the Acquirer's option, Waste Management shall set aside and operate or, allow the
Acquirer (or its designee) to operate one (1) disposal bay and a scale and scale house
for the sole use of the Acquirer (or its designee);

Waste Management shall permit the Acquirer (or its designee) to deliver waste to the
HMDC Facility during operating hours from Monday through Saturday up to the weekly
maximum of 1,925 tons. Waste Management shall have the right to stop accepting waste
from any additional truck owned or operated by the Acquirer (or its designee) and
entering the premises after Waste Management has accepted 350 tons of waste from the
Acquirer (or its designee) on any day the HMDC Facility is operating;

Under the throughput or tolling arrangement, Waste Management shall permit the
Acquirer (or its designee) to deliver waste to the HMDC Facility for processing and,
at the option of the Acquirer (or its designee), load the processed waste into
vehicles designated by the Acquirer (or its designee) for ultimate disposal; and

Waste Management shall operate all HMDC Facility gates, scales, scale houses, and
disposal areas described in the Acquirer's contract under terms and conditions no less
favorable to the Acquirer (or its designee) than those provided to Waste Management or
its customers, including any municipality.
K. "Relevant Hauling Assets" means with respect to each commercial waste collection
route or other hauling asset described herein, all tangible assets, including capital
equipment, trucks and other vehicles, containers, interests, supplies, and if
requested by the purchaser, real property and improvements to real property (i.e.,
buildings and garages). It also includes all intangible assets, including
hauling-related customer lists, contracts, leasehold interests, permits and accounts.

Relevant Hauling Assets, as used herein, includes the assets in the following
locations:

Augusta, Georgia
Allied's commercial waste collection routes 903, 904, 916, and 922 that operate out of
Allied's Augusta division located at 683 Commerce Court, Evans, Georgia 30809.

Myrtle Beach, South Carolina
Allied's commercial waste collection routes 711, 714, and 715 that operate out of
Allied's Rural Sanitation Services Hauling facility located at 3512 Highway 501,
Myrtle Beach, South Carolina, 29579.

Pitkin and Garfield Counties, Colorado
Waste Management's waste collection routes 730, 824, 825, 831, 850, 851, and 853 that
operate out of Waste Management's facility located at 226 North 12th Street,
Carbondale, Colorado 81623.

Bergen and Passaic Counties, New Jersey
Allied's commercial waste collection routes 700, 705, 706, 401, and 405 that operate
out of Allied's VMI Waste Services Hauling facility located at 75 Broad Avenue,
Fairview, New Jersey 07022, except that Waste Management is not required to divest
real property or improvements to real property (i.e., buildings, garages, or leasehold
rights related thereto).

Morris County, New Jersey
Allied's commercial waste collection route 702 that operates out of Allied's VMI Waste
Services Hauling facility located at 75 Broad Avenue, Fairview, New Jersey 07022,
except that Waste Management is not required to divest real property or improvements
to real property (i.e., buildings, garages, or leasehold rights related thereto).

L. "Relevant Tulsa and Muskogee Disposal Assets" means Allied's Porter Landfill (also
referred to as 51B Landfill), located at Route 2, Box 120, Porter, Oklahoma 74454, or
any other landfill owned by Allied or any third party located within twenty-five (25)
miles from the center of either the city of Tulsa or the city of Muskogee, Oklahoma.

M. "Small container commercial waste collection service" means the business of
collecting MSW from commercial and industrial accounts, usually in "dumpsters" (i.e.,
a small container with one (1) to ten (10) cubic yards of storage capacity), and
transporting or "hauling" such waste to a disposal site by use of a front- or rear-end
loader truck. Typical commercial waste collection customers include office and
apartment buildings and retail establishments (e.g., stores and restaurants).

N. "Waste Management" means Defendant Waste Management, Inc., a Delaware corporation
with its headquarters in Houston, Texas, and includes its successors and assigns, and
its subsidiaries, divisions, groups, affiliates, partnerships, joint ventures, and
their directors, officers, managers, agents, and employees.

III. Applicability
A. This Final Judgment applies to Waste Management and Allied, as defined above, and
all other persons in active concert or participation with any of them who receive
actual notice of this Final Judgment by personal service or otherwise.

B. Defendants shall require, as a condition of the sale or other disposition of all or
substantially all of their assets, or of lesser business units that include
Defendants' Relevant Disposal Assets, Relevant Hauling Assets, or the Alternative
Disposal Asset, that the Acquirer agree to be bound by the provisions of this Final
Judgment.

IV. Divestitures
A. Defendant Waste Management is ordered and directed, within ninety (90) calendar
days after the filing of the Complaint in this matter, or five (5) days after notice
of the entry of this Final Judgment by the Court, whichever is later, to divest the
Relevant Disposal Assets and Relevant Hauling Assets, except for the New Jersey
Assets, in a manner consistent with this Final Judgment to an Acquirer acceptable to
the United States in its sole discretion. The United States, in its sole discretion,
may agree to an extension of this time period of up to sixty (60) calendar days, and
shall notify the Court in such circumstances. Defendants agree to use their best
efforts to divest the Relevant Disposal Assets and Relevant Hauling Assets as
expeditiously as possible.

B. Defendants are ordered and directed, within ninety (90) calendar days after the
approval by the New Jersey Department of Environmental Protection of Waste
Management's request to acquire Allied's assets in New Jersey, to divest the New
Jersey Assets in a manner consistent with this Final Judgment and state law to an
Acquirer acceptable to the United States, in its sole discretion, after consultation
with New Jersey. The United States, in its sole discretion, after consultation with
New Jersey, may agree to an extension of this time period of up to sixty (60) calendar
days, and shall notify the Court in such circumstances. Defendants agree to use their
best efforts to divest the New Jersey Assets as expeditiously as possible. If the
Defendants have not received approval by the New Jersey Department of Environmental
Protection of Waste Management's request to acquire Allied's assets in New Jersey
within ninety (90) calendar days after the filing of the Complaint in this matter,
plus any extension of time granted by the United States of up to sixty (60) calendar
days, Waste Management shall not purchase from Allied any of the voting securities or
assets located in New Jersey and identified in the January 29, 2003 purchase
agreements, as amended.

C. In accomplishing the divestitures ordered by this Final Judgment, Defendant Waste
Management promptly shall make known, by usual and customary means, the availability
of the Relevant Disposal Assets and Relevant Hauling Assets. Defendants shall inform
any person making inquiry regarding a possible purchase of the Relevant Disposal
Assets or Relevant Hauling Assets that they are being divested pursuant to this Final
Judgment and provide that person with a copy of this Final Judgment. Defendants shall
offer to furnish to all prospective Acquirers, subject to customary confidentiality
assurances, all information and documents relating to the Relevant Disposal Assets and
Relevant Hauling Assets, whichever is then available for sale, customarily provided in
a due diligence process except such information or documents subject to the
attorney-client or work-product privileges. Defendants shall make available such
information to the United States, or both the United States and New Jersey as to the
New Jersey Assets and the Alternative Disposal Asset, at the same time that such
information is made available to any other person.

D. Defendants shall provide the United States, or both the United States and New
Jersey as to the New Jersey Assets and the Alternative Disposal Asset, and each
prospective Acquirer of the Relevant Disposal Assets or Relevant Hauling Assets
information relating to the personnel involved in the operation and management of the
Relevant Disposal Assets or Relevant Hauling Assets to enable the Acquirer to make
offers of employment. Defendants will not interfere with any negotiations by the
Acquirer to employ any Defendant employee whose primary responsibility is the
operation or management of the Relevant Disposal Assets or Relevant Hauling Assets.

E. Defendants shall permit each prospective Acquirer of the Relevant Disposal Assets
or Relevant Hauling Assets to have reasonable access to personnel and to make
inspections of the physical facilities; access to any and all environmental, zoning,
and other permit documents and information; and access to any and all financial,
operational, or other documents and information customarily provided as part of a due
diligence process.

F. With the exception of the facility described in Section II.J.2, Defendant Waste
Management shall warrant to the Acquirer of the Relevant Disposal Assets or Relevant
Hauling Assets that each asset will be operational on the date of sale.

G. Defendants shall not take any action that will impede in any way, the permitting,
operation, or divestiture of the Relevant Disposal Assets or Relevant Hauling Assets.

H. With the exception of the facility described in Section II.J.2, Defendant Waste
Management shall warrant to the Acquirer of the Relevant Disposal Assets or Relevant
Hauling Assets that there are no material defects in the environmental, zoning or
other permits pertaining to the operation of each asset, and that following the sale
of the Relevant Disposal Assets and Relevant Hauling Assets, Defendants will not
undertake, directly or indirectly, any challenges to the environmental, zoning, or
other permits relating to the operation of the Relevant Disposal Assets and Relevant
Hauling Assets.

I. Defendant Waste Management warrants that there is an existing NYDEC operating
permit for the Chestnut Ridge Solid Waste Transfer Station, which expires November 30,
2003. Waste Management's failure to divest the Chestnut Ridge Solid Waste Transfer
Station in accordance with the conditions set forth in this Final Judgment shall
result in the appointment of a trustee and the divestiture of the Alternative Disposal
Asset as provided in Sections V.A., V.B., and V.C. Should Waste Management be required
to divest the Alternative Disposal Asset pursuant to Section V.B., it shall be bound
by the same terms and provide warranties for the Alternative Disposal Asset comparable
to those specified in Sections IV.C. through IV.H.

J. Unless the United States, in its sole discretion, and after consultation with New
Jersey as to the New Jersey Assets and the Alternative Disposal Asset, otherwise
consents in writing, the divestitures pursuant to Section IV, or by trustee appointed
pursuant to Section V, of this Final Judgment, shall include either the entire
Relevant Hauling Assets and Relevant Disposal Assets, or the entire Relevant Hauling
Assets, the Relevant Disposal Assets (excluding the Chestnut Ridge Solid Waste
Transfer Station), and the Alternative Disposal Asset, and shall be accomplished in
such a way as to satisfy the United States, in its sole discretion, and after
consultation with New Jersey as to the New Jersey Assets and the Alternative Disposal
Asset, that the divested assets will be used by the Acquirer, as part of a viable,
ongoing disposal or hauling business. Divestiture of the Relevant Disposal Assets,
Relevant Hauling Assets and the Alternative Disposal Asset may be made to an Acquirer,
provided that in each instance it is demonstrated to the sole satisfaction of the
United States, after consultation with New Jersey as to the New Jersey Assets and the
Alternative Disposal Asset, that the Relevant Disposal Assets, Relevant Hauling Assets
and the Alternative Disposal Asset will remain viable and the divestiture of such
assets will remedy the competitive harm alleged in the Complaint. The divestitures,
whether pursuant to Section IV or Section V of this Final Judgment,

Shall be made to an Acquirer that, in the United States' sole judgment, after
consultation with New Jersey as to the New Jersey Assets and the Alternative Disposal
Asset, has the intent and capability, including managerial, operational, and financial
capability, to compete effectively in the disposal or hauling business; and

Shall be accomplished so as to satisfy the United States, in its sole discretion,
after consultation with New Jersey as to the New Jersey Assets and the Alternative
Disposal Asset, that none of the terms of any agreement between an Acquirer and
Defendant Waste Management gives Defendants the ability unreasonably to raise the
Acquirer's costs, to lower the Acquirer's efficiency, or otherwise to interfere in the
ability of the Acquirer to compete effectively.

V. Appointment of Trustee
A. If Defendant Waste Management has not divested either the Relevant Disposal Assets,
or the Relevant Hauling Assets, or both, within the time period specified in Section
IV.A., Defendant Waste Management shall notify United States, or both the United
States and New Jersey as to the New Jersey Assets and the Alternative Disposal Asset,
of that fact in writing. Upon application of the United States, in its sole
discretion, after consultation with New Jersey as to the New Jersey Assets and the
Alternative Disposal Assets, the Court shall appoint a trustee selected by the United
States and approved by the Court to effect the divestiture of either the Relevant
Disposal Assets, or the Relevant Hauling Assets, or both.

B. After the appointment of a trustee becomes effective, only the trustee shall have
the right to sell either the Relevant Disposal Assets, or the Relevant Hauling Assets,
or both. In the event the Chestnut Ridge Solid Waste Transfer Station (as defined in
Sections II.F. and II.J.2) cannot be sold prior to the expiration of the time period
provided in Section IV.A., the trustee shall divest the Alternative Disposal Asset
selected by Waste Management from the three facilities identified in Section II.C. of
the Final Judgment. Waste Management's selection of one of the three alternative
facilities must be communicated to the trustee in writing within three (3) days
following a request from the trustee to make the election.

C. Notwithstanding the provisions contained in Sections IV.I. and V.B. of this Final
Judgment, if the sole reason for requiring the divestiture of the Alternative Disposal
Asset is that the Chestnut Ridge Solid Waste Transfer Station is not Fully Permitted
within the time allowed herein, Waste Management, following the direction of the
United States to divest the Alternative Disposal Asset, shall have sixty (60) days to
do so.

D. Notwithstanding the provisions contained in Section V.B., the United States may, in
its sole discretion, extend the expiration of the time period provided in Section
IV.A. relating to the sale of the Chestnut Ridge Solid Waste Transfer Station for an
additional ninety (90) days. This extension may occur only if the following conditions
are satisfied as of the expiration of the time period provided in Section IV.A.:

Waste Management has sold the Chestnut Ridge Solid Waste Transfer Station to an
Acquirer acceptable to the United States in its sole discretion, even though the
facility is not yet Fully Permitted;

The Chestnut Ridge Solid Waste Transfer Station is being operated by the Acquirer or
by another party, approved by the United States in its sole discretion, on behalf and
for the benefit of the Acquirer, and

The United States, in its sole discretion, is satisfied that the Chestnut Ridge Solid
Waste Transfer Station is likely to be Fully Permitted by the New York Department of
Environmental Conservation within the ninety (90) day extension of time granted under
this Section.
E. The trustee shall have the power and authority to accomplish the divestiture to an
Acquirer acceptable to the United States, in its sole discretion, after consultation
with New Jersey as to the New Jersey Assets and the Alternative Disposal Asset, at
such price and on such terms as are then obtainable upon reasonable effort by the
trustee, subject to the provisions of Sections IV, V, and VI of this Final Judgment,
and shall have such other powers as this Court deems appropriate. Subject to Section
V.G. of this Final Judgment, the trustee may hire at the cost and expense of Defendant
Waste Management any investment bankers, attorneys, or other agents, who shall be
solely accountable to the trustee, reasonably necessary in the trustee's judgment to
assist in the divestiture.

F. Defendant Waste Management shall not object to a sale by the trustee on any ground
other than the trustee's malfeasance. Any such objections by Defendant Waste
Management must be conveyed in writing to the United States, or both the United States
and New Jersey as to the New Jersey Assets and the Alternative Disposal Asset, and the
trustee within ten (10) calendar days after the trustee has provided the notice
required under Section VI.

G. The trustee shall serve at the cost and expense of Defendant Waste Management, on
such terms and conditions as the United States approves, and shall account for all
monies derived from the sale of the Relevant Disposal Assets, Relevant Hauling Assets,
and the Alternative Disposal Asset sold by the trustee and all costs and expenses so
incurred. After approval by the Court of the trustee's accounting, including fees for
its services and those of any professionals and agents retained by the trustee, all
remaining money shall be paid to Defendant Waste Management and the trust shall then
be terminated. The compensation of the trustee and any professionals and agents
retained by the trustee shall be reasonable in light of the value of the Relevant
Disposal Assets, Relevant Hauling Assets, and any Alternative Disposal Asset selected
by Waste Management, and based on a fee arrangement providing the trustee with an
incentive based on the price and terms of the divestiture and the speed with which it
is accomplished, but timeliness is paramount.

H. Defendants shall use their best efforts to assist the trustee in accomplishing the
required divestiture. The trustee and any consultants, accountants, attorneys, and
other persons retained by the trustee shall have full and complete access to the
personnel, books, records, and facilities of the business to be divested, and
Defendants shall develop financial and other information relevant to such business as
the trustee may reasonably request, subject to customary confidentiality protection
for trade secret or other confidential research, development, or commercial
information. Defendants shall take no action to interfere with or to impede the
trustee's accomplishment of the divestiture.

I. After its appointment, the trustee shall file monthly reports with the United
States, or both the United States and New Jersey as to the New Jersey Assets and the
Alternative Disposal Asset, and the Court setting forth the trustee's efforts to
accomplish the divestiture ordered under this Final Judgment. To the extent that such
reports contain information that the trustee deems confidential, such reports shall
not be filed in the public docket of the Court. Such reports shall include the name,
address, and telephone number of each person who, during the preceding month, made an
offer to acquire, expressed an interest in acquiring, entered into negotiations to
acquire, or was contacted or made an inquiry about acquiring, any interest in the
Relevant Disposal Assets, Relevant Hauling Assets, or the Alternative Disposal Asset,
and shall describe in detail each contact with any such person. The trustee shall
maintain full records of all efforts made to divest the Relevant Disposal Assets,
Relevant Hauling Assets, and any Alternative Disposal Asset.

J. If the trustee has not accomplished such divestiture within six (6) months after
its appointment, the trustee shall promptly file with the Court a report setting forth
(1) the trustee's efforts to accomplish the required divestiture, (2) the reasons, in
the trustee's judgment, why the required divestiture has not been accomplished, and
(3) the trustee's recommendations. To the extent that such reports contain information
that the trustee deems confidential, such reports shall not be filed in the public
docket of the Court. The trustee shall, at the same time, furnish such report to the
United States, or both the United States and New Jersey as to the New Jersey Assets
and the Alternative Disposal Asset, who shall have the right to make additional
recommendations consistent with the purpose of the trust. The Court thereafter shall
enter such orders as it shall deem appropriate to carry out the purpose of the Final
Judgment, which may, if necessary, include extending the trust and the term of the
trustee's appointment by a period requested by the United States.

VI. Notice of Proposed Divestiture
A. Within two (2) business days following execution of a definitive divestiture
agreement, Defendant Waste Management or the trustee, whichever is then responsible
for effecting the divestiture required herein, shall notify the United States, or both
the United States and New Jersey as to the New Jersey Assets and the Alternative
Disposal Assets, of any proposed divestiture required by Section IV or V of this Final
Judgment. If the trustee is responsible, it shall similarly notify Defendant Waste
Management. The notice shall set forth the details of the proposed divestiture and
list the name, address, and telephone number of each person not previously identified
who offered or expressed an interest in or desire to acquire any ownership interest in
the Relevant Disposal Assets, Relevant Hauling Assets, or the Alternative Disposal
Asset together with full details of the same.

B. Within fifteen (15) calendar days of receipt by United States, or both the United
States and New Jersey as to the New Jersey Assets and the Alternative Disposal Assets,
of such notice, the United States, in it sole discretion, after consultation with New
Jersey as to the New Jersey Assets and the Alternative Disposal Assets, may request
from Defendants, the proposed Acquirer or Acquirers, any other third party, or the
trustee, if applicable, additional information concerning the proposed divestiture,
the proposed Acquirer, and any other potential Acquirer. Defendants and the trustee
shall furnish any additional information requested within fifteen (15) calendar days
of the receipt of the request, unless the parties shall otherwise agree.

C. Within thirty (30) calendar days after receipt of the notice or within twenty (20)
calendar days after the United States has been provided the additional information
requested from Defendants, the proposed Acquirer, any third party, and the trustee,
whichever is later, the United States, in its sole discretion, after consultation with
New Jersey as to the New Jersey Assets and the Alternative Disposal Asset, shall
provide written notice to Defendants and the trustee, if there is one, stating whether
or not it objects to the proposed divestiture. If the United States provides written
notice that it does not object, the divestiture may be consummated, subject only to
Defendant Waste Management's limited right to object to the sale under Section V.F. of
this Final Judgment. Absent written notice that the United States does not object to
the proposed Acquirer or upon objection by the United States, a divestiture proposed
under Section IV or Section V shall not be consummated. Upon objection by Defendant
Waste Management under Section V.F., a divestiture proposed under Section V shall not
be consummated unless approved by the Court.

VII. Financing
Defendants shall not finance all or any part of any purchase made pursuant to Section
IV or V of this Final Judgment.

VIII. Hold Separate
Until the divestitures required by this Final Judgment has been accomplished,
Defendants shall take all steps necessary to comply with the Hold Separate Stipulation
and Order entered by this Court. Defendants shall take no action that would jeopardize
the divestitures ordered by this Court.

IX. Affidavits
A. Within twenty (20) calendar days of the filing of the Complaint in this matter, and
every thirty (30) calendar days thereafter until the divestiture has been completed
under Section IV or V, Defendants shall deliver to the United States, or both the
United States and New Jersey as to the New Jersey Assets and the Alternative Disposal
Asset, an affidavit as to the fact and manner of its compliance with Section IV or V
of this Final Judgment. Each such affidavit shall include the name, address, and
telephone number of each person who, during the preceding thirty (30) days, made an
offer to acquire, expressed an interest in acquiring, entered into negotiations to
acquire, or was contacted or made an inquiry about acquiring, any interest in the
Relevant Disposal Assets, Relevant Hauling Assets, or the Alternative Disposal Asset,
and shall describe in detail each contact with any such person during that period.
Each such affidavit shall also include a description of the efforts Defendants have
taken to solicit buyers for the Relevant Disposal Assets, Relevant Hauling Assets, or
the Alternative Disposal Asset, and to provide required information to each
prospective Acquirer, including the limitations, if any, on such information. Assuming
the information set forth in the affidavit is true and complete, any objection by the
United States, after consultation with New Jersey, to information provided by
Defendants, including limitations on information, shall be made within fourteen (14)
days of receipt of such affidavit.

B. Within twenty (20) calendar days of the filing of the Complaint in this matter,
Defendants shall deliver to the United States, or both the United States and New
Jersey as to the New Jersey Assets and the Alternative Disposal Asset, an affidavit
that describes in reasonable detail all actions Defendants have taken and all steps
Defendants have implemented on an ongoing basis to comply with Section VIII of this
Final Judgment. Defendants shall deliver to the United States, or both the United
States and New Jersey as to the New Jersey Assets and the Alternative Disposal Asset,
an affidavit describing any changes to the efforts and actions outlined in Defendants'
earlier affidavits filed pursuant to this section within fifteen (15) calendar days
after the change is implemented.

C. Defendants shall keep all records of all efforts made to preserve the Relevant
Disposal Assets, Relevant Hauling Assets, and the Alternative Disposal Asset, and to
divest the Relevant Disposal Assets, Relevant Hauling Assets, and Alternative Disposal
Asset until one year after such divestiture has been completed.

X. Compliance Inspection
A. For purposes of determining or securing compliance with this Final Judgment, or of
determining whether the Final Judgment should be modified or vacated, and subject to
any legally recognized privilege, from time to time duly authorized representatives of
the United States Department of Justice, including consultants and other persons
retained by the United States, upon written request of a duly authorized
representative of the Assistant Attorney General in charge of the Antitrust Division,
or upon written request of a duly authorized representative of the New Jersey Attorney
General's Office, and on reasonable notice to Defendants, be permitted:

Access during Defendants' office hours to inspect and copy, or at the United States'
option, to require Defendants to provide copies of, all books, ledgers, accounts,
records and documents in the possession, custody or control of Defendants, relating to
any matters contained in this Final Judgment; and

To interview, either informally or on the record, Defendants' officers, employees, or
agents, who may have their individual counsel present, regarding such matters. The
interviews shall be subject to the reasonable convenience of the interviewee and
without restraint or interference by Defendants.
B. Upon the written request of a duly authorized representative of the Assistant
Attorney General in charge of the Antitrust Division, or upon the written request of
the New Jersey Attorney General's Office, Defendants shall submit such written
reports, under oath if requested, relating to any of the matters contained in this
Final Judgment as may be requested.

C. No information or documents obtained by the means provided in this section shall be
divulged by the Plaintiffs to any person other than an authorized representative of
the executive branch of the United States, or the New Jersey Attorney General's
Office, except in the course of legal proceedings to which the United States or New
Jersey is a party (including grand jury proceedings), or for the purpose of securing
compliance with this Final Judgment, or as otherwise required by law.

D. If at the time information or documents are furnished by Defendants to Plaintiffs,
Defendants represent and identify in writing the material in any such information or
documents to which a claim of protection may be asserted under Rule 26(c)(7) of the
Federal Rules of Civil Procedure, and Defendants mark each pertinent page of such
material, "Subject to claim of protection under Rule 26(c)(7) of the Federal Rules of
Civil Procedure," then Plaintiffs shall give Defendants ten (10) calendar days notice
prior to divulging such material in any legal proceeding (other than a grand jury
proceeding).

XI. Relevant Tulsa and Muskogee Disposal Assets
Waste Management shall not directly or indirectly acquire or propose to acquire any
assets of or any interest, including any financial, security, loan equity or
management interest, in the Relevant Tulsa and Muskogee Disposal Assets without thirty
(30) days advance notification to the Antitrust Division of the United States
Department of Justice of any such acquisition. The obligation to provide notice under
this Section is met by either a written notification, or if applicable, a premerger
notification pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, 15 U.S.C. § 18(a) (the "HSR Act"). In the event that a proposed acquisition
of Allied's Porter Landfill (also referred to as 51B Landfill), located at Route 2,
Box 120, Porter, Oklahoma 74454 is not subject to the reporting and waiting period
requirements of the HSR Act, notification under this Section shall be provided to the
Antitrust Division in the same format as, and in accordance with, the instructions
relating to the Notification and Report Form set for in the appendix to Part 803 of
Title 16 of the Code of Federal Regulations as amended, except that the information
requested in items 5 through 9 of the instructions must be provided only about the
Tulsa and Muskogee, Oklahoma area. The notification required by this Section shall
include, beyond what may be required by the applicable instructions, the names of the
principal representatives of the parties to the agreement who negotiated the
agreement, and any management or strategic plans discussing the proposed transaction.
If, within the thirty (30) day period after notification of a proposed acquisition of
Allied's Porter Landfill, representatives of the Antitrust Division make a written
request for additional information, Waste Management shall not consummate the proposed
transaction or agreement until thirty (30) days after submitting all such additional
information. Early termination of the waiting periods in this Section may be requested
and, where appropriate, granted. This Section shall be broadly construed, and any
ambiguity or uncertainty regarding the filing of notice under this Section shall be
resolved in favor of filing notice.

XII. No Reacquisition
Defendant Waste Management may not reacquire any part of the Relevant Disposal Assets,
Relevant Hauling Assets, or the Alternative Disposal Asset during the term of this
Final Judgment, provided that if Waste Management is required to divest the
Alternative Disposal Asset, Waste Management may reacquire the Chestnut Ridge Solid
Waste Transfer Station.

XIII. Revisions to Contracts
A. Waste Management shall alter the contracts it uses with its small container
commercial waste collection customers in each of the markets specified below to the
form contained in Section XIII.B. below.

B. In each of the markets specified below, Waste Management shall offer contracts to
all new small container commercial waste collection customers as well as to existing
customers that sign new contracts for small container commercial waste collection
service effective on or after the date that it acquires Allied's assets in accordance
with the following conditions. No contract shall:

Have an initial term longer than two (2) years;

Have any renewal term longer than one (1) year;

Require that the customer give Waste Management notice of termination more than thirty
(30) days prior to the end of any initial term or renewal term;

Require that the customer pay liquidated damages in excess of three times its average
monthly charge during the first year the customer has had service with Waste
Management; and

Require that the customer pay liquidated damages in excess of two (2) times its
average monthly charge after the first year the customer has had service with Waste
Management.
Waste Management shall offer such contracts to all other current small container
commercial waste collection service customers in the respective markets detailed below
on or before January 1, 2005:

Defendant Cities Counties or Areas
Waste Management Myrtle Beach, SC Georgetown and Horry Counties, SC
Waste Management Augusta, GA Columbia, Lincoln, McDuffie, Richmond, and Warren
Counties, GA

Waste Management agrees that it will not attempt to enforce any contract term
affecting commercial waste collection customers in the specified areas that conflicts
with or is inconsistent with the above terms, even if those customers choose not to
sign a contract with the new terms.

XIV. Retention of Jurisdiction
This Court retains jurisdiction to enable any party to this Final Judgment to apply to
this Court at any time for further orders and directions as may be necessary or
appropriate to carry out or construe this Final Judgment, to modify any of its
provisions, to enforce compliance, and to punish violations of its provisions.

XV. Expiration of Final Judgment
Unless this Court grants an extension, this Final Judgment shall expire ten (10) years
from the date of its entry.

XVI. Public Interest Determination
Entry of this Final Judgment is in the public interest.

Date: __________________

Court approval subject to procedures
of Antitrust Procedures and Penalties
Act, 15 U.S.C. § 16

_______________________________UNITED STATES DISTRICT JUDGE