stockholders shall be open to examination by a stockholder (for any germane purpose and for a period of at least 10 days prior to the meeting) either on a reasonably accessible electronic network or during ordinary business hours at the principal place of business of Allied Waste. Prior to the amendment and restatement, Section 1.9 required the list of stockholders to be kept in the city where the meeting was to be held (as required by the version of Section 219 of the General Corporation Law in effect at the time that bylaw provision was adopted). Section 1.9 continues to require the list to be produced and kept at the place of the meeting during the whole time of the meeting and continues to provide that any stockholder present at the meeting may inspect the list.
8. Sections 1.10 and 1.11 were combined to form a new Section 1.10 entitled "Notice of Stockholder Business and Nominations." Section 1.10 now covers the requirements for any form of stockholder business or nomination to be brought before an annual or special meeting of stockholders. Prior to the amendment and restatement, Section 1.10 established the notice requirements to nominate a person for election as a director and Section 1.11 established the notice requirements to submit other proposals of business to be considered by the stockholders. Under Section 1.10 (both as amended and before the amendment), to bring any business or nomination before a meeting of stockholders, a proposing stockholder must give timely notice to Allied Waste. The amendment and restatement added the requirement that, if the matter proposed by the stockholder relates to something other than the nomination of a person for election as a director, the matter must constitute a proper matter for stockholder action. Under Section 1.10 as amended, a stockholder's notice of business for an annual meeting must be delivered not later than 90 and not earlier than 120 days prior to the anniversary date of the preceding year's annual meeting of stockholders (the "Anniversary Date"). Prior to the amendment, the notice was to be delivered between 75 and 120 days prior to the Anniversary Date. Under
Section 1.10 as amended, if the annual meeting is scheduled on a date more than 30 days before or more than 70 days after the Anniversary Date, the stockholder's notice must be delivered not earlier than 120 days prior to such annual meeting and not later than the later of 90 days prior to such annual meeting and the 10th day following Allied Waste's public announcement of the scheduled meeting date. Prior to the amendment, if the annual meeting was scheduled on a date more than 30 days before or more than 60 days after the Anniversary Date, the stockholder's notice had to be delivered no later than later of the 75th day prior to the scheduled annual meeting and the 15th day following Allied Waste's public announcement of the scheduled meeting date.
Section 1.10 was also amended to clarify that in addition to a public announcement of an adjournment, a public announcement of a postponement of a meeting shall not commence a new time period, or extend, any time period for purposes of these timing requirements.
Section 1.10 also provides that where the number of directors to be elected is increased and there is no public announcement naming all of the nominees for the additional directorships at least 100 days prior to the Anniversary Date (as opposed to 75 days prior to the Anniversary Date, as was the case under
Section 1.10 prior to the amendments), a stockholder's notice must be delivered not later than the close of business on the 10th day following the date on which the public announcement is made (rather than the 15th day following the public announcement, as was the case under Section 1.10 prior to the amendments). The amended Section 1.10 adds to the requirements for a valid notice of stockholder business by providing that the notice must contain the text of any resolutions proposed for consideration and, in the event that the business proposed includes a bylaw amendment, the language of the proposed amendment. The amended provision also requires certain information with regard to the beneficial owner on whose behalf the nomination or proposal is made. The stockholder submitting notice must also represent whether he or she intends to deliver a proxy statement to other stockholders or to otherwise solicit proxies from stockholders in support of such proposal or nomination. With respect to notice of nominations, the amended Section 1.10 deletes the specific requirement that a stockholder making the nomination must describe all arrangements or understandings between such stockholder and each nominee. However, Allied Waste may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of the proposed nominee to serve as director. Further, Section 1.10 includes new language that clarifies that the notice requirements are deemed satisfied if in compliance with the applicable rules and regulations under the Exchange Act and such proposal or nomination has been included in Allied Waste's proxy statement for such annual meeting. The amended Section 1.10 removes the requirement that a stockholder presenting a proposal for any business must provide the names and addresses of other stockholders known by the stockholder proposing such business to support such proposal, and the class and number of shares of Allied Waste's stock beneficially owned by such other stockholders. As to matters other than the election of directors, the amended Section 1.10 continues to provide that the only business that may be conducted at a special meeting of stockholders is that which is proposed by Allied Waste. However, the amended Section 1.10 now gives stockholders certain rights to nominate candidates for election at special meetings where directors are to be elected if the requirements set forth in the bylaws are met.

These requirements include, among others, that the stockholder deliver a valid notice not earlier than 120 days prior to such meeting and not later than the later of 90 days prior to such meeting and the 10th day following Allied Waste's public announcement of the scheduled meeting date (and the nominees to be considered at the meeting).
Section 1.10 as amended clarifies the ability of the chairman of the meeting to (a) determine whether a nomination or business proposed to be brought before the meeting was made in accordance with the procedures set forth in Section 1.10 and (b) if such proposal or nomination is not in compliance, declare that such nomination shall be disregarded or that such proposed business shall not be transacted. The amendment adds language that if the stockholder (or qualified representative) does not appear at the meeting to present a nomination or proposed business, such nomination shall be disregarded or such proposed business shall not be transacted.
Section 1.10 adds language to define the term "public announcement" as a disclosure in a press release by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by Allied Waste with the Securities and Exchange Commission.
The amended Section 1.10 adds a provision clarifying that nothing in
Section 1.10 shall be deemed to affect any rights of stockholders to request inclusion of proposals or nominations in Allied Waste's proxy statement or any rights of the holders of any series of preferred stock to elect directors pursuant to the applicable provisions of Allied Waste's Certificate of Incorporation. Amended Section 1.10 also adds a provision requiring stockholders to comply with the Exchange Act and all rules and regulations thereunder with respect to the submission of nominations or other proposed business.
9. A new Section 1.11 was added that authorizes the Board of Directors, the Chief Executive Officer or any other officer designated by the Board of Directors to appoint one or more inspectors of election having such powers and duties set forth in Section 231 of the General Corporation Law prior to any meeting of stockholders. If no inspector or alternate has been appointed prior to any meeting, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector shall take and sign an oath to execute the duties with strict impartiality and to the best of his or her ability. The inspectors shall have the duties prescribed by law. Section 1.11 further provides that the chairman of the meeting shall fix and announce the opening and closing of the polls for each matter upon which the stockholders shall vote at a meeting.
10. Section 2.1 was amended to eliminate "property" from the list of things managed by or under the direction of the Board of Directors. As amended,
Section 2.1, in accordance with Section 141(a) of the General Corporation Law, provides that the business and affairs of Allied Waste are managed by or under the direction of the Board of Directors.
11. Section 2.3 was amended to modify the procedure by which directors are elected. Under Section 2.3 as amended, each director in any uncontested election is elected by the vote of a majority of the votes cast, meaning the votes cast "for" the director's election exceed the votes cast "against" the director's election, with "abstentions" and "broker non-votes" not counting as votes cast either "for" or "against" that director's election. Prior to the amendment and restatement, directors were elected by a plurality of the votes cast. In any contested election (i.e., an election where, as of a specified date prior to the meeting, the number of nominees exceeds the number of directors to be elected), the plurality vote standard continues to apply. Under the new "majority voting" bylaw, an incumbent director may become a nominee for further service on the Board of Directors if the incumbent director submits an irrevocable resignation that is contingent on receiving a majority vote in an uncontested election and the Board of Directors' acceptance of such resignation. If the incumbent director does not receive a majority vote in an uncontested election, a committee designated by the Board of Directors will recommend to the Board of Directors whether to accept or reject the resignation. The Board of Directors will decide, and make a public disclosure of its decision, providing the rationale behind its decision within 90 days if the resignation is rejected.
Section 2.3 was further amended to allow directors to give notice of resignation by electronic transmission. When a director resigns, such resignation is effective either at the time specified therein, or upon receipt by the Board of Directors. The Board of Directors may either fill the vacancy or decrease the size of the Board of Directors. The portion of Section 2.3 that allowed vacancies on the Board of Directors to be filled by a plurality of stockholder votes was deleted and replaced by a provision allowing a sole remaining director to fill the vacancy. Portions of Section 2.3 relating to the removal of a director for cause were deleted.
12. Section 2.5 was amended to remove the ability of the President, Vice President and Secretary to call a special meeting of the Board of Directors and to vest this ability in the Chairman of the Board of Directors, the Chief Executive Officer or any member of the Board of Directors. Under the amended
Section 2.5, notice of the special meeting may now be provided by any form of electronic transmission.This would include, among other means of communication, fax and email, which were not previously covered by this section. Under the amended Section 2.5, notice of a special Board of Directors meeting must be made least 24 hours (rather than 2 days) before the meeting.

13. Section 2.8 was amended to allow the Lead Director to preside over a meeting of the Board of Directors if the Chairman of the Board is not present, and it allows the Vice Chairman of the Board to preside over a meeting if the Lead Director is absent, and was further amended to allow the Chief Executive Officer, instead of the President, to preside over a meeting of the Board of Directors in the absence of the Vice Chairman of the Board.
14. Section 2.9 was amended to clarify that the Board of Directors or any board committee may take action without a meeting if all of the members of the Board or committee consent to the action in writing or by electronic transmission. Prior to the amendment, Section 2.9 did not reference consents provided by electronic transmission, which are now expressly authorized under
Section 141(f) of the General Corporation Law.
15. Section 3.1 was amended to indicate that Allied Waste has elected to be governed by Section 141(c)(2) of the General Corporation Law. Section 141(c) relates to the establishment of committees of the board and the delegation of authority to those committees. Section 141(c)(1) applies to corporations organized prior to July 1, 1996 that have not elected to be governed by
Section 141(c)(2). Section 141(c)(2), which applies to all other corporations, provides boards of directors with greater flexibility in the establishment of and delegation of authority to committees than does Section 141(c)(1). Consistent with its election to be governed by Section 141(c)(2), additional provisions of Section 3.1 relating to limitations on the authority of board-appointed committees were deleted.
16. Section 4.2 was amended to broaden the powers of the officers of Allied Waste to include powers and duties that generally pertain to their respective offices, subject to the control of the Board of Directors.
17. Section 5.1 was amended to include a provision that states that shares of the Corporation shall be represented by certificates unless the Board of Directors provides by resolution that some or all of any class or series of stock shall be uncertificated. Section 5.1 was also amended to clarify that holders of shares represented by certificates shall have the right to a properly signed certificate.
18. Article VI was amended so that mandatory indemnification applies only to directors and officers of Allied Waste, including when those officers and directors are acting on behalf of another enterprise at the direction of Allied Waste. Indemnification of employees and agents of Allied Waste under the Bylaws is now permissive.
19. Section 6.1 was amended to provide that, notwithstanding the otherwise applicable mandatory indemnification provisions, Allied Waste is not required to indemnify a director or officer in any action, suit or proceeding commenced by that director or officer unless such action, suit or proceeding is specifically authorized by the Board of Directors.
20. Section 6.2 was amended to specifically include the Delaware Court of Chancery as a court that may adjudge liability that will preclude a director or officer from being indemnified by the Corporation. Section 6.2 was further amended to provide that, notwithstanding the otherwise applicable mandatory indemnification provisions, Allied Waste is not required to indemnify a director or officer in any action, suit or proceeding commenced by that director or officer unless such action, suit or proceeding is specifically authorized by the Board of Directors.
21. Section 6.4 was amended to provide, in accordance with Section 145(d) of the General Corporation Law, that the determination of a person's right to indemnification shall be made, with respect to a person who is a director or officer of Allied Waste at the time of the determination, (1) by the Board of Directors by a majority vote of directors who are not parties to such action, suit or proceeding, (2) by a committee designated by those directors, (3) if there are no such directors (or if those directors so direct), by independent counsel, or (4) by the stockholders. Previously, the Bylaws provided that a determination was required to be made with respect to all indemnitees (including former directors and officers) by a majority of a quorum of directors not party to the action or, if no such quorum was obtainable (or if a majority of the quorum so directed), by independent counsel, or by the stockholders.
22. Section 6.5 was amended to change the language mandating advance payment of expenses incurred by employees or agents of Allied Waste in defending certain actions, suits or proceedings to make such advance payments discretionary rather than mandatory.
23. A new Section 6.6 was inserted which provides that if a bona fide claim for indemnification (following a final disposition of such action, suit or proceeding) or advancement of expenses under Article VI is not paid within thirty days of Allied Waste's receipt of the claim, the claimant may file suit to recover the amount covered by the claim and, if successful in whole or in part, may recover such amounts as well as expenses

related to litigating the suit to the fullest extent permitted by law.
Section 6.6 also allocates to Allied Waste the burden of proving that the person seeking indemnification or an advancement is not entitled to indemnification or advancement.
24. Section 7.3, as in effect prior to the amendment and restatement, was deleted in its entirety. This section provided that contracts or transactions between Allied Waste and one or more of its directors or officers (or between Allied Waste and another entity in which one or more of Allied Waste's directors or officers have a financial interest) would not be rendered void or voidable solely for that reason if there was proper disclosure of the relationship and the contract or transaction and the transaction was approved by the disinterested directors or a good faith vote of the stockholders, or the terms of the contract or transaction were fair at the time authorized or ratified by the board or the stockholders. This Section essentially restated Section 144 of the General Corporation Law and was viewed to be unnecessary.
25. Section 7.3, which appeared as Section 7.4 prior to the amendment and restatement, was amended to add the requirement that records maintained by Allied Waste be kept in a form that can be directly reproduced in paper form. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit
No.                                           Description

     3.1         Amended and Restated Bylaws of Allied Waste Industries, Inc., as of
                 December 11, 2007.