August 25, Mr. James W. Crownover Chair, Governance Committee Allied Waste Industries, Inc N. Allied Way Phoenix, Arizona 85054

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1 August 25, 2008 Mr. James W. Crownover Chair, Governance Committee Allied Waste Industries, Inc N. Allied Way Phoenix, Arizona Dear Mr. Crownover: Having reviewed the proposed merger of Allied Waste Industries with Republic Services, Inc., we are concerned that obtaining the best possible terms for shareholders was not the primary motive for the merger. In our view, the consideration proposed for Allied shareholders is inadequate and the process undertaken by the board apparently failed to consider alternative possibilities, while Allied executives secured for themselves benefits not available to all shareholders. We detail each of these concerns below and look forward to your timely response to these issues. The CtW Investment Group works with pension funds sponsored by unions affiliated with Change to Win, a federation of unions representing nearly 6 million members, to enhance long-term shareholder returns through active ownership. These funds are substantial longterm Allied Waste shareholders with an estimated 2.2 million shares of common stock. In addition, public pension funds in which members of CtW unions participate own an estimated 16.3 million shares. Inadequate Valuation At the proposed exchange ratio, the consideration offered to Allied shareholders does not adequately reflect Allied s operating fundamentals or Allied s contribution to the operations of the combined post-merger entity. Furthermore, the proposed consideration is low relative to Allied s historical valuation, carries no control premium, and falls below the standard for past transactions in the solid waste industry. The possibility that the Allied executives who negotiated the merger have a conflict of interest elevates the importance of an equitable valuation for Allied shareholders. The merger price implies a discount to the historical median valuation of Allied, based on forward multiples of enterprise value to EBITDA. Allied s share price has traded in a range of 6.9 to 8.6 times forward EBITDA as a multiple of Enterprise Value, according to analyst Jonathan Ellis of Merrill Lynch. The midpoint of this historical market valuation for Allied is 7.5 times forward EBITDA, well above the 7.2 times Enterprise Value/forward EBITDA implied by the exchange ratio proposed in the merger with Republic.

2 Since Allied offered to Republic a merger in which there is no price collar and no walkaway rights, it is prudent to evaluate the proposed merger compensation at a range of prices for shares of Republic and not a static price. The one-month average stock price of Republic prior to the announcement of the proposed merger was $33.02, which at the proposed exchange ratio of 0.45 translates into a 12% premium over Allied s share price during the same period and an implied Total Enterprise Value for Allied of 7.5 times its EBITDA over the last twelve months. However, during the period after the proposed acquisition of Allied was communicated to the market and prior to the Waste Management offer, Republic s average share price was $30.24, which implies only a 4% premium over the one-month average of Allied and an implied Total Enterprise Value/EBITDA of 7.2 times. Valuation of Allied Shares and Republic's Offered Exchange Ratio of 0.45 Republic Shares Historical or Implied Share Price Total Enterprise Value (mm) TEV/ LTM EBITDA Premium to Allied One Month Average Allied 1-month average share price ending June 12, 2008 $ $ 12, NA Exchange at Republic 1-month average ending June 12 $ $ 12, % Exchange at Republic 1 month average June 13-July 11 $ $ 12, % As the following table of comparable transactions demonstrates, the share exchange ratio approved in the merger is significantly below the mean and median valuations for similar transactions in the waste industry. Using the highest values from the analysis above, neither the implied Enterprise Value/Latest 12 Months EBITDA multiple of 7.5 times, nor the premium of 12% to the previous month s average share price approach the standard values of transactions in the waste industry. Date Target Acquirer TTV ($mm) Premium (1 mo) TEV/ LTM EBITDA 07/03/2008 Waste Management, Inc. Losantos family 1,375 11% /22/2007 Waste Industries USA Inc. Goldman Sachs, et. al % /28/2007 CCS Income Trust CAI, et. al 3,418 20% /06/2006 Duratek Inc. EnergySolutions, Inc % /29/2004 IESI Corp. BFI Canada, Inc. 1, /24/2003 Florida Recycling Services Waste Services (CA), Inc /07/1999 Browning Ferris Industries Allied Waste 9,697 46% /12/1999 KTI, Inc. Casella Waste Systems % /14/1998 Eastern Environmental Waste Management, Inc. 1,408-2% /10/1998 American Disposal Service Allied Waste Industries 1,193-5% /06/1998 FCR, Inc. KTI, Inc /11/1998 Waste Management, Inc. USA Waste 20,645 0% /06/1998 American Waste Services Waste Management, Inc % /27/1998 TransAmerican Waste Ind. Waste Management, Inc %

3 Date Target Acquirer TTV ($mm) Premium (1 mo) TEV/ LTM EBITDA 11/11/1997 PureTec Corporation Tekni-Plex Inc % /22/1997 Allied Waste Industries Apollo, et. al. - 21% /26/1996 Continental Waste Ind. AutoNation Inc % /31/1996 Addington Resources, Inc. AutoNation Inc % 15.9 Mean 32% 14.6 Median 30% 13.1 As the table above illustrates, the valuation proposed in the merger with Republic, with a 12% premium and TEV/EBITDA multiple of 7.5 times, is well below the median valuation for prior transactions in the waste industry of 30% and 13.1 times, respectively. The only recent transaction with a lower premium than that proposed by Republic was the sale of a 7% minority stake by Waste Management. We believe the proposed merger between Allied and Republic should certainly command a higher premium; Allied shareholders are giving up control of their company and should be entitled to a control premium for doing so. Unfortunately, the premium offered by the proposed Republic merger falls well below the level provided to shareholders in past transactions in the solid waste industry. Currently, Allied s board has recommended that shareholders accept 0.45 shares of Republic for each share of Allied they own. At this exchange ratio, Allied shareholders would ostensibly own 52% of the post-merger company. This seems inadequate considering the contribution of Allied s operations to the merged company s earnings: Earnings before Taxes & Extraordinary Items 12 Mos. Ending 6/30/08 (Millions) % Total Allied Waste Industries $ % Republic Services $ % Total $ 1, % Due to the volatility of Allied s effective tax rate, we have compared the relative contributions of the two companies on the basis of the latest twelve months earnings before taxes excluding unusual items as of June 30, According to this analysis, Allied would be contributing 63% of post-merger earnings, but Allied shareholders would receive a much smaller stake in the resulting company with the proposed 0.45 exchange ratio. However, the situation for non-insider Allied shareholders is even less attractive, as nearly 4% of the Republic shares that would be issued to close the transaction would accrue to executives who hold unexercised options and to holders of convertible bonds. We believe that it is only fair to reflect the effect of the insiders and bold holders stake in the transaction when analyzing the terms of the proposed merger, which would result in current non-insider Allied shareholders owning only 48%, and not 52%, of the resulting 3

4 company. As such, Allied s non-insider shareholders are being asked to exchange nearly two-thirds of the post-merger firm s earnings for what is ultimately a minority stake; we do not view this as a fair exchange. Furthermore, Allied has put in place cost-saving measures which are expected to generate an estimated $150 million dollars of annual pre-tax savings over the next three years. It is not clear that these savings have been factored into the exchange ratio. If indeed they have not, then under the proposed merger the earnings growth Allied s shareholders had expected to accrue will now be realized by all shareholders in the resulting company, with Allied shareholders receiving a disproportionately small share due to the dilution of their holdings through the merger. Our concern that the proposed valuation of Allied shares is inconsistent with both Allied s contribution to the earnings of the merged company and its historical market valuation were reinforced upon review of the methodology outlined in the preliminary proxy. The disclosure that Allied management directed Allied s financial advisors to use financial projections for Republic that are more optimistic than the financial projections used by Republic s financial advisors suggests that the analysis may be skewed to support an exchange ratio that does not accurately represent the relative values of the two companies. As long-term shareholders, we wonder whether the terms of the proposed merger would have received a fairness opinion from UBS if the same set of Republic forecasts had been used by both companies. Lack of Process Our concerns over the valuation of Allied implied by the merger consideration are unfortunately not mitigated by the circumstances surrounding the Allied board s evaluation of strategic options. As reported in the SEC filings describing the merger negotiation process, Allied and Republic have been in serious merger discussions for at least two years, to the exclusion of other strategic alternatives. Assuming that the waste industry could benefit from further consolidation, we are concerned that the board of directors of Allied does not appear to have established and followed a process that ensured Allied shareholders would receive the maximum long-term returns on their investment. We believe that appropriate procedures would have included, at a minimum, a strategic corporate review, comparison of other possible transactions and the retention of an advisory firm to explore strategic options objectively. Even in considering the terms of the merger, the board of directors of Allied appears to have been far less involved than the board of Republic, meeting less than half as many times as Republic s board to review the progress and evaluate the proposals. Perhaps most alarmingly, there is no evidence that the board performed a test of market alternatives to the Republic transaction. In the description of the negotiation process filed with the SEC, the only mention of the board reviewing strategic alternatives to the merger was a presentation by UBS Securities, LLC ( UBS ) at the regularly scheduled April 24,

5 board meeting, which appears to have been a tangential piece of UBS analysis of Republic s April 22, 2008 preliminary proposal. Given that the board s questionable merger negotiation process has culminated in a merger proposal that is less than optimal for Allied shareholders, we feel it is incumbent upon the board to explain what provided the requisite basis in the absence of an actual market test for determining that the terms of the proposed Republic merger were the best terms available on the market. Executives not sharing risk Reinforcing our concerns about proposed merger valuations and process is the fact that top Allied executives stand to receive extraordinary compensation totaling almost $52 million in connection with change of control payments, raising considerable question regarding the executives motives in pursuing the deal with Republic. While we recognize that Allied has disclosed that the interests of certain executives and directors may differ from those of stockholders, we are concerned that the executives personal interests may have carried considerable weight in recommending support for the transaction. Simultaneous with the merger announcement, Allied announced a revision in employment agreements of the following executives: John J. Zillmer, Chairman of the Board & Chief Executive Officer Donald W. Slager, President and Chief Operating Officer Peter S. Hathaway, Executive Vice President and Chief Financial Officer Timothy R. Donovan, Executive Vice President, General Counsel & Corporate Secretary Edward A. Evans, Executive Vice President, Chief Personnel Officer The only Allied executives listed as possibly continuing at the merged company are Messrs. Slager, Donovan and Evans and all of the executives have the opportunity to exit the company immediately with significant compensation packages. Between the submission of Allied s Definitive Proxy Statement on April 10 th and the filing of the companies preliminary merger proxies on August 1 st, the disclosed value of the parachute payments appears to have increased by over $21 million. The aggregate benefits each of the top five executives stand to receive through the merger and the changes in their employment agreements, excluding the value of vested equity-based awards held by each executive, are summarized on the following page: 5

6 Aggregate Benefits Payable for a Change in Control Executive December 31, 2007 June 22, 2008 Mr. Zillmer $ 10,974,532 $ 18,153,433 Mr. Slagerª $ 7,348,332 $ 11,418,649 Mr. Hathaway $ 5,869,186 $ 10,116,406 Mr. Donovan $ 3,262,005 $ 5,444,809 Mr. Evans $ 3,538,647 $ 6,865,606 Total $ 30,992,702 $ 51,998,903 ªAssumes that Mr. Slager executes the amended employment agreement approved on June 22, 2008 Given the impact and timing of the modifications to these executives employment agreements and the aggregate value of the benefits they thereby stand to receive, we fear that the terms of the merger were negotiated to benefit Allied executives at the expense of Allied shareholders. Not only are these benefits high in the aggregate, but over two-thirds of the benefits are in cash rather than shares, meaning that executives will bear little of the risk posed to shareholders that the transaction undervalues Allied stock. Although we do not dispute that talented executives are entitled to some additional payment upon a change in control and the resulting alteration of their employment arrangements, we are concerned that the terms of those payments appear to have been changed mid-stream and are coming at a very high price to Allied shareholders. Conclusion While we are not opposed in principle to a strategic combination of Allied Waste and Republic Services, our review of the merger terms put forward thus far has raised serious concerns about the valuation, process, and golden parachute payments related to the proposed acquisition of Allied by Republic. As long-term shareholders of Allied, we feel compelled to communicate our concerns to Allied s independent directors and would like to meet with you to discuss these concerns at a time and place of mutual convenience. Please contact my colleague Lisa Lindsley at (202) to schedule a meeting. We look forward to resolving these matters in a timely manner. Sincerely, Michael Garland Director of Value Strategies Cc: Directors of Allied Waste Industries Directors of Republic Services, Inc. 6