0000950153-09-000172 Sample Contracts

REPUBLIC SERVICES, INC. NON-EMPLOYEE DIRECTOR STOCK UNIT AGREEMENT
Non-Employee Director Stock Unit Agreement • March 2nd, 2009 • Republic Services, Inc. • Refuse systems • Florida

THIS STOCK UNIT AGREEMENT, dated as of this day of , between Republic Services, Inc., a Delaware corporation (“the Company”) and (the “Director”), is made pursuant and subject to the provisions of the Company’s 1998 Stock Incentive Plan, as amended, and any future amendments thereto (the “Plan”). The Plan, as it may be amended from time to time, is incorporated herein by reference.

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FIRST SUPPLEMENTAL INDENTURE (2009 Notes Indenture)
First Supplemental Indenture • March 2nd, 2009 • Republic Services, Inc. • Refuse systems • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of December 5, 2008 among Republic Services, Inc., a Delaware corporation (the “Company”), Allied Waste Industries, Inc. (“Allied Waste”), a Delaware corporation, each of the entities identified on Schedule A hereto (the “Republic Subsidiary Guarantors”) and on Schedule B hereto (the “Allied Subsidiary Guarantors”, and together with the Republic Subsidiary Guarantors, the “Subsidiary Guarantors”, and the Subsidiary Guarantors, together with Allied Waste, the “Guarantors”), and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee (the “Trustee”).

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 2nd, 2009 • Republic Services, Inc. • Refuse systems • Arizona

THIS RESTRICTED STOCK AGREEMENT, dated as of the _______________day of _______________, _______________ (the “Grant Date”), by and between REPUBLIC SERVICES, INC., a Delaware corporation (the “Company”) and _______________ (the “Recipient”), is made pursuant and subject to the provisions of the Company’s 2007 Stock Incentive Plan, as it may be amended from time to time, (the “Plan”).

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REPUBLIC SERVICES, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 2nd, 2009 • Republic Services, Inc. • Refuse systems • Arizona

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of the day of , between Republic Services, Inc., a Delaware corporation (“the Company”) and (the “Director”), is made pursuant and subject to the provisions of the Company’s 2007 Stock Incentive Plan, and any future amendments thereto (the “Plan”). The Plan, as it may be amended from time to time, is incorporated herein by reference.

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THIRD SUPPLEMENTAL INDENTURE (2011 and 2035 Notes)
Third Supplemental Indenture • March 2nd, 2009 • Republic Services, Inc. • Refuse systems • New York

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of December 5, 2008 among Republic Services, Inc., a Delaware corporation (the “Company”), Allied Waste Industries, Inc. (“Allied Waste”), a Delaware corporation, each of the entities identified on Schedule A hereto (the “Republic Subsidiary Guarantors”) and on Schedule B hereto (the “Allied Subsidiary Guarantors”, and together with the Republic Subsidiary Guarantors, the “Subsidiary Guarantors”, and the Subsidiary Guarantors, together with Allied Waste, the “Guarantors”), and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee (the “Trustee”).

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EXECUTIVE RESTRICTED STOCK AGREEMENT REPUBLIC SERVICES, INC.
Restricted Stock Agreement • March 2nd, 2009 • Republic Services, Inc. • Refuse systems • Florida

THIS RESTRICTED STOCK AGREEMENT, dated as of this _______________ day of _______________, between Republic Services, Inc., a Delaware corporation (“the Company”) and _______________ (the “Executive”), is made pursuant and subject to the provisions of the Company’s 1998 Stock Incentive Plan, as amended, and any future amendments thereto (the “Plan”). The Plan, as it may be amended from time to time, is incorporated herein by reference.

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AMENDMENT TO CERTAIN ALLIED WASTE INDUSTRIES, INC. EQUITY AWARD AGREEMENTS
Equity Award Agreement • March 2nd, 2009 • Republic Services, Inc. • Refuse systems • Delaware

THIS AMENDMENT (the “Amendment”) is made by and between Allied Waste Industries, Inc., a Delaware corporation (the “Company”) and the individual specified below (the “Grantee”), to those certain Allied Waste Industries, Inc. equity award agreements held by Grantee and set forth and described on Exhibit A attached hereto and incorporated herein (collectively referred to herein as the “Agreements”).

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ALLIED WASTE INDUSTRIES, INC. AND FIRST SUPPLEMENTAL INDENTURE Dated as of December 5, 2008 to INDENTURE Dated as of April 20, 2004
First Supplemental Indenture • March 2nd, 2009 • Republic Services, Inc. • Refuse systems • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of December 5, 2008 (the “First Supplemental Indenture”), between ALLIED WASTE INDUSTRIES, INC., a Delaware corporation (hereinafter called the “Company”), REPUBLIC SERVICES, INC., a Delaware corporation (hereinafter called “Republic”) and U.S. BANK NATIONAL ASSOCIATION, as Trustee (hereinafter called the “Trustee”).

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REPUBLIC SERVICES, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Non-Employee Director Restricted Stock Unit Agreement • March 2nd, 2009 • Republic Services, Inc. • Refuse systems • Arizona

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of the day of , between Republic Services, Inc., a Delaware corporation (“the Company”) and (the “Director”), is made pursuant and subject to the provisions of the Company’s 2007 Stock Incentive Plan, and any future amendments thereto (the “Plan”). The Plan, as it may be amended from time to time, is incorporated herein by reference.

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EXECUTIVE RESTRICTED STOCK AGREEMENT REPUBLIC SERVICES, INC.
Restricted Stock Agreement • March 2nd, 2009 • Republic Services, Inc. • Refuse systems • Florida

THIS RESTRICTED STOCK AGREEMENT, dated as of this day of , between Republic Services, Inc., a Delaware corporation (“the Company”) and (the “Executive”), is made pursuant and subject to the provisions of the Company’s 1998 Stock Incentive Plan, as amended, and any future amendments thereto (the “Plan”). The Plan, as it may be amended from time to time, is incorporated herein by reference.

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DIRECTOR STOCK OPTION AGREEMENT
Director Stock Option Agreement • March 2nd, 2009 • Republic Services, Inc. • Refuse systems • Florida

This Director Stock Option Agreement (“Agreement”) by and between REPUBLIC SERVICES, INC., a Delaware corporation (the “Company”) and (“Optionee”), is entered into as of .

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CONSULTING AGREEMENT
Consulting Agreement • March 2nd, 2009 • Republic Services, Inc. • Refuse systems • Florida

THIS AGREEMENT (“Agreement”), made and entered into as of December 5, 2008, by and between Harris W. Hudson (“Hudson”) and Republic Services, Inc. (“Republic”).

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NINETEENTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 2nd, 2009 • Republic Services, Inc. • Refuse systems

NINETEENTH SUPPLEMENTAL INDENTURE, dated as of December 2, 2008 (the “Nineteenth Supplemental Indenture”) among ALLIED WASTE NORTH AMERICA, INC., a Delaware corporation (the “Company”), having its principal place of business at 18500 North Allied Way, Phoenix, Arizona 85054, ALLIED WASTE INDUSTRIES, INC., a corporation duly organized and existing under the laws of the State of Delaware (“Allied” or the “Parent Guarantor”), each of the other guarantors signatory hereto (collectively with the Parent Guarantor, the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

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STOCK OPTION AGREEMENT
Stock Option Agreement • March 2nd, 2009 • Republic Services, Inc. • Refuse systems • Arizona

This Stock Option Agreement (the “Agreement”) dated as of the day of , (the “Grant Date”), by and between REPUBLIC SERVICES, INC., a Delaware corporation (the “Company”) and (“Optionee”), is made pursuant and subject to the provisions of the Company’s 2007 Incentive Plan, as it may be amended from time to time (the “Plan”).

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STOCK OPTION AGREEMENT
Stock Option Agreement • March 2nd, 2009 • Republic Services, Inc. • Refuse systems • Florida

This agreement (“Agreement”) by and between REPUBLIC SERVICES, INC., a Delaware corporation (the “Company”) and _______________ (“Optionee”) is entered into as of ____________. This Agreement must be signed by Optionee and returned to the Company’s Stock Option Plan Administrator by _______________ or all options granted herein will he canceled and will revert to the Company.

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AMENDMENT TO CERTAIN ALLIED WASTE INDUSTRIES, INC. EQUITY AWARD AGREEMENTS
Equity Award Agreements • March 2nd, 2009 • Republic Services, Inc. • Refuse systems • Delaware

THIS AMENDMENT (the “Amendment”) is made by and between Allied Waste Industries, Inc., a Delaware corporation (the “Company”) and the individual specified below (the “Grantee”), to those certain Allied Waste Industries, Inc. equity award agreements held by Grantee and set forth and described on Exhibit A attached hereto and incorporated herein (collectively referred to herein as the “Agreements”).

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December 2, 2008 Blackstone Capital Partners III Merchant Banking Fund L.P. Blackstone Offshore Capital Partners III L.P. Blackstone Family Investment Partnership III L.P.
First Amendment to the Second Amended and Restated Registration Rights Agreement • March 2nd, 2009 • Republic Services, Inc. • Refuse systems • New York
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