Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2008, Allied Waste Industries, Inc. (the "Company") and Republic Services, Inc. entered into a merger agreement. As a result of the anticipated completion of the merger prior to the end of the year, the Management Development/Compensation Committee (the "MDCC") on October 28, 2008 voted to terminate the Company's 2008 Management Incentive Plan and Senior Management Incentive Plan (collectively the "MIPs") and adopt a new bonus plan that can be paid on or about the closing of the merger with Republic. The new plan takes into account the anticipated completion of the merger prior to the year end. Under the new plan, bonuses will be determined on the same basis as they would have been determined under the MIPs except that they will be based on actual financial results through the most recently available month end and forecasted results for the remainder of the year, as reviewed by the Company's Audit Committee and the MDCC. The bonuses will be paid on or around the completion of the merger to participants in the original MIPs who are employed by the Company on the date of the merger or, if earlier, date of payment. This will make the timing of bonus payments for Allied's employees consistent with the payment of bonuses to Republic's employees.

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