ALLIED WASTE INDUSTRIES, INC.
                 AMENDED AND RESTATED 1991 INCENTIVE STOCK PLAN

                           Effective September 8, 1999


1.       Purpose of the Plan

         The Plan is intended to provide a means  through  which the Company and
its  subsidiaries  may  attract  able  persons  to enter  into the employ of the
Company or its  subsidiaries,  and to promote  the  interests  of the Company by
providing the employees and consultants of the Company or its subsidiaries,  who
are  largely  responsible  for the  management,  growth  and  protection  of the
business of the Company,  with a  proprietary  interest in the Company,  thereby
strengthening  their  concern for the welfare of the Company and their desire to
remain in its employ.  A further  purpose of the Plan is to provide such persons
with  additional  incentive and reward  opportunities  to enhance the profitable
growth of the Company.

         The Plan amends and restates the Company's  1991  Incentive  Stock Plan
("Former Plan"). Upon the effectiveness of the Plan, no further Incentive Awards
shall be granted under the Former Plan,  but all  outstanding  Incentive  Awards
granted under the Former Plan shall remain outstanding pursuant to the terms and
provisions of the agreements (if any) relating to their grant.

2.       Definitions

         As used in the  Plan,  the  following  definitions  apply to the  terms
indicated below.

         (a)      "Board of Directors" means the Board of Directors of Allied
Waste Industries, Inc.

         (b)  "Cause,"  when  used  in  connection  with  the  termination  of a
Participant's  employment  with  the  Company,  means  the  termination  of  the
Participant's  employment by the Company by reason of (i) the  conviction of the
Participant by a court of competent  jurisdiction  as to which no further appeal
can be taken of a crime involving moral turpitude; (ii) the proven commission by
the  Participant  of an act of fraud upon the  Company;  (iii) the  willful  and
proven  misappropriation  of  any  funds  or  property  of  the  Company  by the
Participant;  (iv)  the  willful,  continued  and  unreasonable  failure  by the
Participant  to perform  duties  assigned  to him and agreed to by him;  (v) the
knowing  engagement  by the  Participant  in any  direct,  material  conflict of
interest with the Company  without  compliance  with the  Company's  conflict of
interest  policy,  if any,  then in effect;  (vi) the knowing  engagement by the
Participant,  without the  written  approval  of the Board of  Directors  of the
Company,  in any  activity  which  competes  with the business of the Company or
which would  result in a material  injury to the  Company;  or (vii) the knowing
engagement in any activity  which would  constitute a material  violation of the
provisions  of the Company's  Policies and  Procedures  Manual,  if any, then in
effect.

         (c) "Cash Bonus" means an award of a bonus  payable in cash pursuant to
Section 11.


<PAGE>



         (d) "Change in Control" means (i) a "change in control" of the Company,
as that  term is  contemplated  in the  federal  securities  laws;  or (ii)  the
occurrence of any of the following  events:  (A) any Person  becomes,  after the
effective  date of this Plan, the  "beneficial  owner" (as defined in Rule 13d-3
promulgated  under the Exchange Act),  directly or indirectly,  of securities of
the  Company  representing  20% or  more of the  combined  voting  power  of the
Company's then outstanding securities; provided, that the Board of Directors (as
constituted  immediately  prior to such person becoming such a beneficial owner)
may  determine,  in its  sole  discretion,  that a  Change  in  Control  has not
occurred;  and provided,  further,  that the  acquisition  of additional  voting
securities,  after the effective  date of this Plan, by any Person who is, as of
the effective date of this Plan, the beneficial  owner,  directly or indirectly,
of 20% or more of the combined  voting power of the Company's  then  outstanding
securities,  shall not  constitute  a "Change in  Control"  of the  Company  for
purposes of this Section 2(d), (B) a majority of  individuals  who are nominated
by the Board of  Directors  for  election to the Board of Directors on any date,
fail to be elected to the Board of Directors  as a direct or indirect  result of
any proxy fight or contested election for positions on the Board of Directors or
(C) the Board of Directors  determines in its sole and absolute  discretion that
there has been a change in control of the Company.

         (e) "Code"  means the Internal  Revenue  Code of 1986,  as amended from
time to time.  Reference  in the Plan to any Code  Section  shall be  deemed  to
include any  amendments or successor  provisions to any Section and any treasury
regulations promulgated thereunder.

         (f)  "Committee"  means  the  Compensation  Committee  of the  Board of
Directors or such other  committee as the Board of Directors  shall appoint from
time to time to administer the Plan.

         (g) "Common Stock" means the Company's common stock, par value $.01 per
share.

         (h)  "Company"  means  Allied  Waste   Industries,   Inc.,  a  Delaware
corporation, and each of its Subsidiaries, and its successors.

         (i) "Consultant"  means any person who is engaged by the Company or any
Subsidiary to render consulting services and is compensated for such services.

         (j)  "Employee"  means any person who is an  employee of the Company or
any  Subsidiary  within the meaning of Code Section  3401(c) and the  applicable
interpretive authority thereunder.

         (k)  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended from time to time.



<PAGE>


         (l) "Fair  Market  Value" of a share of Common Stock on any date is (i)
the closing sales price on the immediately  preceding business day of a share of
Common Stock as reported on the principal securities exchange on which shares of
Common  Stock are then listed or admitted to trading;  (ii) if not so  reported,
the average of the closing bid and asked  prices for a share of Common  Stock on
the immediately  preceding business day as quoted on the National Association of
Securities Dealers Automated  Quotation System ("NASDAQ") or (iii) if not quoted
on NASDAQ, the average of the closing bid and asked prices for a share of Common
Stock as quoted by the National Quotation Bureau's "Pink Sheets" or the National
Association of Securities  Dealers' OTC Bulletin Board System. If the price of a
share of Common  Stock is not so  reported,  the Fair Market Value of a share of
Common Stock shall be determined by the Committee in its absolute discretion.

         (m) "Incentive  Award" means an Option, a share of Restricted  Stock, a
Performance Award, a share of Phantom Stock, a Stock Bonus or Cash Bonus granted
pursuant to the terms of the Plan.

         (n)  "Incentive  Stock  Option"  means an Option which is an "incentive
stock option"  within the meaning of Code Section 422 and which is identified as
an Incentive Stock Option in the agreement by which it is evidenced.

         (o) "Issue Date" means the date  established  by the Committee on which
certificates  representing  shares of  Restricted  Stock  shall be issued by the
Company pursuant to the terms of Section 7(d).

         (p) "Non-Employee  Director" means a member of the Board who (i) is not
at the time in question an officer or Employee of the Company or any Subsidiary;
(ii) has not received  compensation  for serving as a consultant or in any other
non-director capacity or who had an interest in any transaction with the Company
or any Subsidiary that would exceed the $60,000  threshold for which  disclosure
would be  required  under Item  404(a) of  Regulation  S-K or (iii) has not been
engaged through another party in a business relationship with the Company or any
Subsidiary that would be disclosable under Item 404(b) of Regulation S-K.

         (q)  "Non-Qualified  Stock  Option"  means  an  Option  which is not an
Incentive Stock Option and which is identified as a  Non-Qualified  Stock Option
in the agreement by which it is evidenced.

         (r) "Option" means an option to purchase  shares of Common Stock of the
Company granted pursuant to Section 6. Each Option shall be identified as either
an Incentive  Stock Option or a  Non-Qualified  Stock Option in the agreement by
which it is evidenced.

         (s) "Parent" means a "parent  corporation" of the Company,  whether now
or hereafter existing, as defined in Code Section 424(e).

         (t)  "Participant"  means an Employee or Consultant  who is eligible to
participate  in the Plan and to whom an Incentive  Award is granted  pursuant to
the  Plan  and,  upon  his  death,   his   successors,   heirs,   executors  and
administrators, as the case may be, to the extent permitted herein.

         (u) "Performance Award" means an award payable in cash or Common Stock,
which  award is  granted  pursuant  to  Section 8 and  subject  to the terms and
conditions contained herein.


<PAGE>


         (v) "Person"  means a "person" as such term is used in  Sections  13(d)
and 14(d) of the Exchange  Act and the rules and regulations in effect from time
to time thereunder.

         (w) A share of "Phantom Stock"  represents the right to receive in cash
the Fair Market Value of a share of Common Stock of the Company,  which right is
granted pursuant to Section 9 and subject to the terms and conditions  contained
herein.

         (x) "Plan" means the Allied Waste Industries, Inc. Amended and Restated
1991 Incentive Plan, as it may be amended from
time to time.

         (y) "Qualified  Domestic  Relations  Order" means a qualified  domestic
relations  order as  defined  in the Code,  Title I of the  Employee  Retirement
Income  Security Act, or in the rules and  regulations  as may be in effect from
time to time thereunder.

         (z) Share of "Restricted  Stock" means a share of Common Stock which is
granted  pursuant  to the  terms  of  Section  7 and  which  is  subject  to the
restrictions set forth in Section 7(c) for so long as such restrictions continue
to apply to such share.

         (aa) "Securities Act" means the Securities Act of 1933, as amended from
time to time.

         (bb) "Stock Bonus" means a grant of a bonus payable in shares of Common
Stock pursuant to Section 10.

         (cc)  "Subsidiary" or  "Subsidiaries"  mean any and all corporations in
which,  at the pertinent time, the Company owns,  directly or indirectly,  stock
vested with more than 50% of the total  combined  voting power of all classes of
stock of such corporations within the meaning of Code Section 424(f).

         (dd) "Vesting Date"  means the date established  by  the  Committee  on
which a share of Restricted Stock or Phantom Stock may vest.

3.       Stock Subject to the Plan

         Under the Plan,  the Committee may grant to  Participants  (a) Options;
(b) shares of Restricted  Stock; (c) Performance  Awards;  (d) shares of Phantom
Stock; (e) Stock Bonuses and (f) Cash Bonuses.



<PAGE>


         The  Committee  may  grant   Options,   shares  of  Restricted   Stock,
Performance  Awards,  shares of Phantom  Stock and Stock  Bonuses under the Plan
with respect to a number of shares of Common Stock that in the  aggregate at any
time does not exceed the greater of (a) 750,000 shares or (b) 7.5% of the shares
of Common Stock issued and  outstanding  as  reflected  on the  Company's  stock
transfer records on the final day of the previous fiscal quarter. The grant of a
Cash Bonus shall not reduce the number of shares of Common Stock with respect to
which Options, shares of Restricted Stock, Performance Awards, shares of Phantom
Stock or Stock Bonuses may be granted pursuant to the Plan.

         If any outstanding  Option  expires,  terminates or is canceled for any
reason,  the shares of Common Stock subject to the  unexercised  portion of such
Option  shall  again be  available  for grant  under the Plan.  If any shares of
Restricted  Stock or Phantom  Stock,  or any shares of Common Stock granted as a
Performance  Award or a Stock Bonus are  forfeited  or canceled  for any reason,
such shares shall again be available for grant under the Plan.

         Shares of Common Stock issued under the Plan may be either newly issued
or treasury shares, at the discretion of the Committee.

4.       Administration of the Plan

         The Plan shall be  administered  by the Board or by a Committee  of not
less than two  Non-Employee  Directors who shall be appointed by the Board.  For
purposes  of grants and awards  pursuant  to,  and  administration  of this Plan
under,  Sections 4 through 24, the terms  "Committee"  and "Board" shall be used
interchangeably.

         The Committee  shall from time to time  designate the key Employees and
Consultants  who shall be  granted  Incentive  Awards and the amount and type of
such Incentive Awards.

         The  Committee  shall  have  full  authority  to  administer  the Plan,
including  authority to interpret and construe any provision of the Plan and the
terms  of any  Incentive  Award  issued  under it and to adopt  such  rules  and
regulations for  administering  the Plan as it may deem necessary.  Decisions of
the Committee shall be final and binding on all parties.

         The Committee  may, in its absolute  discretion (a) accelerate the date
on which any Option granted under the Plan becomes  exercisable;  (b) extend the
date on which any Option  granted under the Plan ceases to be  exercisable;  (c)
accelerate  the  Vesting  Date or Issue  Date,  or waive any  condition  imposed
pursuant to Section 7(b), with respect to any share of Restricted  Stock granted
under  the Plan and (d)  accelerate  the  Vesting  Date or waive  any  condition
imposed  pursuant  to  Section 9, with  respect  to any share of  Phantom  Stock
granted under the Plan.

         In  addition,  the  Committee  may, in its absolute  discretion,  grant
Incentive  Awards  to  Participants  on the  condition  that  such  Participants
surrender  to  the  Committee  for  cancellation  such  other  Incentive  Awards
(including, without limitation, Incentive Awards with higher exercise prices) as
the Committee specifies.  Notwithstanding Section 3, Incentive Awards granted on
the  condition  of  surrender of  outstanding  Incentive  Awards shall not count
against the limits set forth in such Section 3 until such time as such Incentive
Awards are surrendered.



<PAGE>


         Except as provided in Section 6(e)(iv),  whether an authorized leave of
absence,  or  absence  in  military  or  government  service,  shall  constitute
termination  of employment  shall be determined by the Committee in its absolute
discretion.

         No member of the Committee shall be liable for any action,  omission or
determination  relating to the Plan,  and the Company  shall  indemnify and hold
harmless each member of the Committee and each other director or employee of the
Company  to  whom  any  duty  or  power  relating  to  the   administration   or
interpretation  of the Plan  has been  delegated  from and  against  any cost or
expense  (including  attorneys'  fees) or liability  (including  any sum paid in
settlement  of a claim with the  approval of the  Committee)  arising out of any
action,  omission or determination relating to the Plan, unless, in either case,
such  action,  omission  or  determination  was  taken  or made by such  member,
director or employee in bad faith and without  reasonable  belief that it was in
the best interests of the Company.

         The  Committee or Board may  delegate to an officer of the  Corporation
the authority to make decisions  pursuant to this Plan;  provided,  that no such
delegation may be made that would cause any award or other transaction under the
Plan to cease to be exempt from Section 16(b) of the Exchange Act. The Committee
may  authorize  any one or more of its  members or any officer of the Company to
execute and deliver documents on behalf of the Committee.

5.       Eligibility

         The persons who shall be eligible to receive  Incentive Awards pursuant
to the Plan shall be (a) those  Employees  who are largely  responsible  for the
management,  growth  and  protection  of  the  business  of the  Company  or any
Subsidiary (including officers of the Company, whether or not they are directors
of the  Company)  or (b)  any  Consultant,  as the  Committee,  in its  absolute
discretion,  shall select from time to time; provided,  however, Incentive Stock
Options may only be granted to Employees.

6.       Options

         The  Committee may grant  Options  pursuant to the Plan,  which Options
shall be evidenced by agreements  in such form as the Committee  shall from time
to time approve. Options shall comply with and be subject to the following terms
and conditions.

         (a) Identification of Options. All Options granted under the Plan shall
be  clearly  identified  in the  agreement  evidencing  such  Options  as either
Incentive Stock Options or as Non-Qualified Stock Options.

         (b) Exercise Price.  The exercise price of any Option granted under the
Plan shall be such price as the Committee  shall  determine on the date on which
such Option is granted; provided, that such price shall be not less than 100% of
the  Fair  Market  Value of a share of  Common  Stock on the date on which  such
Option is granted,  subject to (i) the restrictions provided in Section 6(d) and
(ii) the adjustments provided in Section 12.



<PAGE>


         (c)      Term and Exercise of Options

                  (i) Each Option  shall be  exercisable  on such date or dates,
         during  such  period and for such  number of shares of Common  Stock as
         shall be determined by the Committee on the day on which such Option is
         granted and set forth in the agreement evidencing the Option; provided,
         however, that (A) subject to the restrictions provided in Section 6(d),
         no Option shall be  exercisable  after the expiration of ten years from
         the date such Option was granted and (B) no Option shall be exercisable
         until six months after the date of grant; and, provided,  further, that
         each  Option  shall be subject to earlier  termination,  expiration  or
         cancellation as provided in the Plan.

                  (ii) Each Option shall be exercisable in whole or in part with
         respect to whole  shares of Common  Stock.  The partial  exercise of an
         Option shall not cause the  expiration,  termination or cancellation of
         the remaining portion thereof.  Upon the partial exercise of an Option,
         the  agreement   evidencing  such  Option  shall  be  returned  to  the
         Participant  exercising  such Option  together with the delivery of the
         certificates described in Section 6(c)(v).

                  (iii) An Option shall be exercised by delivering notice to the
         Company's principal office, to the attention of its Secretary, no fewer
         than  five  business  days  in  advance  of the  effective  date of the
         proposed  exercise.  Such notice shall be  accompanied by the agreement
         evidencing  the  Option,  shall  specify the number of shares of Common
         Stock  with  respect  to which the  Option is being  exercised  and the
         effective  date of the  proposed  exercise,  and shall be signed by the
         Participant. The Participant may withdraw such notice at any time prior
         to the close of business on the business day immediately  preceding the
         effective date of the proposed  exercise,  in which case such agreement
         shall be  returned  to the  Participant.  Payment  for shares of Common
         Stock  purchased  upon the  exercise of an Option  shall be made on the
         effective date of such exercise either (A) in cash, by certified check,
         bank cashier's  check or wire transfer,  (B) subject to the approval of
         the Committee,  in shares of Common Stock owned by the  Participant and
         valued  at  their  Fair  Market  Value  on the  effective  date of such
         exercise, (C) subject to the approval of the Committee,  in the form of
         a  "cashless  exercise"  (as  described  below) or (D)  subject  to the
         approval of the Committee,  in any  combination  of the foregoing.  Any
         payment in shares of Common  Stock shall be effected by the delivery of
         such shares to the Secretary of the Company,  duly endorsed in blank or
         accompanied  by stock powers duly executed in blank,  together with any
         other  documents  and  evidences as the  Secretary of the Company shall
         require from time to time.

                           The cashless  exercise of an Option shall be pursuant
         to procedures whereby the Participant by written notice, directs (A) an
         immediate  market sale or margin loan  respecting  all or a part of the
         shares of Common Stock to which he is entitled upon  exercise  pursuant
         to an  extension  of credit by the  Company to the  Participant  of the
         exercise price, (B) the delivery of the shares of Common Stock directly
         from the Company to a brokerage  firm and (C)  delivery of the exercise
         price from the sale or the margin loan proceeds from the brokerage firm
         directly to the Company.


<PAGE>


                  (iv) Any Option  granted  under the Plan may be exercised by a
         broker-dealer   acting  on  behalf   of  a   Participant   if  (A)  the
         broker-dealer  has received from the  Participant or the Company a duly
         endorsed  agreement  evidencing such Option and instructions  signed by
         the Participant  requesting the Company to deliver the shares of Common
         Stock  subject  to such  Option to the  broker-dealer  on behalf of the
         Participant and specifying the account into which such shares should be
         deposited,  (B)  adequate  provision  has been made with respect to the
         payment of any  withholding  taxes due upon such  exercise  and (C) the
         broker-dealer and the Participant have otherwise  complied with Section
         220.3(e)(4) of Regulation T, 12 CFR Part 220.

                  (v) Certificates for shares of Common Stock purchased upon the
         exercise of an Option shall be issued in the name of the Participant or
         permitted   transferee  of  the   Participant   and  delivered  to  the
         Participant or permitted  transferee as soon as  practicable  following
         the effective date on which the Option is exercised; provided, however,
         that such  delivery  shall be effected  for all  purposes  when a stock
         transfer agent of the Company shall have deposited such certificates in
         the United  States  mail,  addressed  to the  Participant  or permitted
         transferee.

                  (vi) Except as set forth in this Section 6(c)(vi),  during the
         lifetime  of a  Participant,  each  Option  granted  to  him  shall  be
         exercisable  only  by  him or a  broker-dealer  acting  on  his  behalf
         pursuant  to  Section  6(c)(iv).  No  Option  shall  be  assignable  or
         transferable for value. Each Option may be assigned by a Participant by
         will or by the laws of  descent  and  distribution,  or  pursuant  to a
         Qualified Domestic Relations Order.  Non-Qualified Stock Options may be
         assigned  to:  (A) a  child,  stepchild,  grandchild,  sibling,  niece,
         nephew,  mother-in-law,   father-in-law,  son-in-law,  daughter-in-law,
         brother-in-law or sister-in-law,  including adoptive relationships, (B)
         any person sharing the Participant's  household (other than a tenant or
         employee), (C) a trust in which the persons described in (A) or (B) (or
         the Participant) hold more than 50% of the beneficial interest or (D) a
         private foundation in which the persons described in (A) or (B) (or the
         Participant) own more than 50% of the voting  interests.  A transfer to
         any entity in which more than 50% of the voting  interests are owned by
         the persons  described in (A) or (B) (or the  Participant)  in exchange
         for an interest  in that entity  shall not  constitute  a transfer  for
         value.

         (d)      Limitations on Grant of Incentive Stock Options



<PAGE>


                  (i) The aggregate  Fair Market Value of shares of Common Stock
         with respect to which  "incentive stock options" (within the meaning of
         Code  Section  422,   without  regard  to  Code  Section   422(d))  are
         exercisable  for the first time by a  Participant  during any  calendar
         year under the Plan (and any other stock option plan of the Company, or
         of its Parent or any Subsidiary)  shall not exceed $100,000.  Such Fair
         Market  Value  shall be  determined  as of the date on which  each such
         Incentive Stock Option is granted.  If such aggregate Fair Market Value
         of shares of Common  Stock  underlying  such  Incentive  Stock  Options
         exceeds  $100,000,  then Incentive Stock Options  granted  hereunder to
         such  Participant  shall,  to the extent and in the order  required  by
         Regulations  promulgated  under the Code (or any other authority having
         the force of Regulations),  automatically be deemed to be Non-Qualified
         Stock  Options,  but all other terms and  provisions of such  Incentive
         Stock  Options  shall  remain   unchanged.   In  the  absence  of  such
         Regulations  (and  authority),  or if such  Regulations  (or authority)
         require or permit a  designation  of the  options  which shall cease to
         constitute  Incentive Stock Options, the Incentive Stock Options shall,
         to the  extent  of such  excess  and in the  order in which  they  were
         granted, automatically be deemed to be Non-Qualified Stock Options, but
         all other terms and  provisions of such  Incentive  Stock Options shall
         remain unchanged.

                  (ii) No Incentive Stock Option may be granted to an individual
         if, at the time of the  proposed  grant,  such  individual  owns  stock
         possessing  more than 10% of the  total  combined  voting  power of all
         classes of stock of the  Company,  or of its Parent or any  Subsidiary,
         unless (A) the  exercise  price of such  Incentive  Stock  Option is at
         least 110% of the Fair Market  Value of a share of Common  Stock at the
         time such  Incentive  Stock  Option is granted  and (B) such  Incentive
         Stock Option is not exercisable after the expiration of five years from
         the date such Incentive Stock option is granted.

         (e)      Effect of Termination of Employment

                  (i) If the employment of a Participant  with the Company shall
         terminate  for any  reason  other  than  Cause,  "permanent  and  total
         disability"  (within the meaning of Code Section 22(e)(3)) or the death
         of the  Participant  (A) Options  granted to such  Participant,  to the
         extent  that they  were  exercisable  at the time of such  termination,
         shall remain  exercisable  until the expiration of one month after such
         termination, on which date they shall expire and (B) Options granted to
         such  Participant,  to the extent that they were not exercisable at the
         time of such termination,  shall expire at the close of business on the
         date of such termination;  provided,  however,  that no Option shall be
         exercisable after the expiration of its term.

                  (ii) If the employment of a Participant with the Company shall
         terminate as a result of the "permanent and total  disability"  (within
         the meaning of Code Section  22(e)(3)) or the death of the  Participant
         (A) Options granted to such  Participant,  to the extent that they were
         exercisable at the time of such termination,  shall remain  exercisable
         until the expiration of one year after such termination,  on which date
         they shall expire and (B) Options granted to such  Participant,  to the
         extent that they were not exercisable at the time of such  termination,
         shall expire at the close of business on the date of such  termination;
         provided,  however,  that no  Option  shall be  exercisable  after  the
         expiration of its term.

                  (iii)  In the  event  of the  termination  of a  Participant's
         employment  for  cause,   all  outstanding   Options  granted  to  such
         Participant shall expire at the commencement of business on the date of
         such termination.



<PAGE>


                  (iv) A  Participant's  employment  with the  Company  shall be
         deemed  terminated  if the  Participant's  leave of absence  (including
         military or such leave or other bona fide leave of absence) extends for
         more than 90 days and the Participant's  continued  employment with the
         Company is not guaranteed by contract or statute.

         (f)  Acceleration  of Exercise  Date Upon  Change in Control.  Upon the
occurrence  of a Change  in  Control,  each  Option  granted  under the Plan and
outstanding  at such time shall become  fully and  immediately  exercisable  and
shall remain  exercisable  until its  expiration,  termination  or  cancellation
pursuant to the terms of the P1an.

         (g) Buyout of Options.  The  Committee may at any time (i) offer to buy
out for a payment of cash or cash equivalents an Option previously  granted,  or
(ii)  authorize a holder of an Option to elect to cash out an Option  previously
granted, in either case at such time and based upon such terms and conditions as
the Committee shall establish.

7.       Restricted Stock

         The Committee may grant shares of Restricted Stock pursuant to the Plan
for such  consideration  as the  Committee  may  determine,  including  (without
limitation)  cash,  cash  equivalents,   full-recourse  promissory  notes,  past
services or future  services.  Each grant of shares of Restricted Stock shall be
evidenced by an agreement in such form as the Committee  shall from time to time
approve.  Each grant of shares of  Restricted  Stock  shall  comply  with and be
subject to the following terms and conditions.

         (a) Issue Date and Vesting  Date. At the time of the grant of shares of
Restricted Stock, the Committee shall establish an Issue Date or Issue Dates and
a Vesting Date or Vesting  Dates with respect to such shares.  The Committee may
divide such shares into classes and assign a different Issue Date and/or Vesting
Date for each class.  Except as provided  in  Sections  7(c) and 7(f),  upon the
occurrence  of the Issue Date with  respect to a share of  Restricted  Stock,  a
share of Restricted  Stock shall be issued in accordance  with the provisions of
Section  7(d).  Provided  that  all  conditions  to the  vesting  of a share  of
Restricted  Stock  imposed  pursuant to Section 7(b) hereof are  satisfied,  and
except as provided in Sections 7(c) and 7(f), upon the occurrence of the Vesting
Date with respect to a share of Restricted  Stock, such share shall vest and the
restrictions of Section 7(c) shall cease to apply to such share.

         (b)  Conditions  to  Vesting.  At the time of the  grant of  shares  of
Restricted Stock, the Committee may impose such restrictions or conditions,  not
inconsistent with the provisions hereof, to the vesting of such shares as it, in
its absolute discretion,  deems appropriate. By way of example and not by way of
limitation,  the  Committee  may  require,  as a condition to the vesting of any
class or classes of shares of  Restricted  Stock,  that the  Participant  or the
Company achieve certain performance  criteria,  such criteria to be specified by
the Committee at the time of the grant of such shares.



<PAGE>


         (c) Restrictions on Transfer Prior to Vesting.  Prior to the vesting of
a share of Restricted Stock, no transfer of a Participant's  rights with respect
to  such  share,  whether  voluntary  or  involuntary,  by  operation  of law or
otherwise,  shall  vest the  transferee  with any  interest  or right in or with
respect to such share, but immediately upon any attempt to transfer such rights,
such share,  and all of the rights  related  thereto,  shall be forfeited by the
Participant and the transfer shall be of no force or effect.

         (d)      Issuance of Certificates

                  (i) Except as provided in  Sections  7(c) or 7(f),  reasonably
         promptly  after the Issue  Date with  respect  to shares of  Restricted
         Stock,  the  Company  shall  cause to be  issued  a stock  certificate,
         registered  in the name of the  Participant  to whom such  shares  were
         granted,  evidencing such shares;  provided, that the Company shall not
         cause to be issued such a stock  certificate  unless it has  received a
         stock power duly endorsed in blank with respect to such shares.
         Each such stock certificate shall bear the following legend:

                  The  transferability  of this  certificate  and the  shares of
                  stock  represented  hereby are  subject  to the  restrictions,
                  terms and conditions  (including  forfeiture and  restrictions
                  against  transfer)  contained in the Allied Waste  Industries,
                  Inc.  Amended and Restated  1991  Incentive  Stock Plan and an
                  Agreement  entered into between the  registered  owner of such
                  shares and Allied  Waste  Industries,  Inc. A copy of the Plan
                  and  Agreement  is on file in the office of the  Secretary  of
                  Allied Waste  Industries,  Inc., 15880 North Greenway - Hayden
                  Loop, Suite 100, Scottsdale, Arizona 85260.

         Such legend shall not be removed from the  certificate  evidencing such
         shares  until such shares  vest  pursuant to the terms of this Plan and
         the agreement governing the grant of Restricted Stock.

                  (ii) Each  certificate  issued pursuant to Paragraph  7(d)(i),
         together  with the stock  powers  relating to the shares of  Restricted
         Stock evidenced by such certificate,  shall be held by the Company. The
         Company  shall  issue  to the  Participant  a  receipt  evidencing  the
         certificates  held  by it  which  are  registered  in the  name  of the
         Participant.

         (e)  Consequences  Upon  Vesting.  Upon  the  vesting  of  a  share  of
Restricted Stock pursuant to the terms hereof,  the restrictions of Section 7(c)
shall  cease  to  apply  to such  share.  Reasonably  promptly  after a share of
Restricted Stock vests pursuant to the terms hereof,  the Company shall cause to
be issued and delivered to the  Participant to whom such shares were granted,  a
certificate  evidencing  such share,  free of the legend set forth in  Paragraph
7(d)(i),  together with any other  property of the  Participant  held by Company
pursuant  to Section  12(a);  provided,  however,  that such  delivery  shall be
effected for all purposes when the Company shall have deposited such certificate
and other property in the United States mail, addressed to the Participant.



<PAGE>


         (f)      Effect of Termination of Employment

                  (i) If the employment of a Participant  with the Company shall
         terminate  for any  reason  other than  Cause  prior to the  vesting of
         shares of Restricted  Stock granted to such  Participant,  a portion of
         such  shares,  to the extent not  forfeited  or canceled on or prior to
         such termination  pursuant to any provision  hereof,  shall vest on the
         date of such  termination.  The portion  referred  to in the  preceding
         sentence  shall be determined by the Committee at the time of the grant
         of such shares of Restricted  Stock and may be based on the achievement
         of any conditions  imposed by the Committee with respect to such shares
         pursuant  to  Section  7(b).  Such  portion  may  equal  zero,  and any
         non-vested shares shall be forfeited as of the commencement of business
         on the date of the Participant's termination of employment.

                  (ii)  In the  event  of  the  termination  of a  Participant's
         employment  for Cause,  all shares of Restricted  Stock granted to such
         Participant which have not vested as of the commencement of business on
         the date of such termination shall immediately be forfeited.

         (g) Effect of Change in  Control.  Upon the  occurrence  of a Change in
Control,  all shares of  Restricted  Stock which have not yet vested  (including
those  with  respect  to  which  the  Issue  Date  has not yet  occurred)  shall
immediately vest.

         (h) Voting and Dividend Rights. The holders of Restricted Stock awarded
under this Plan shall have the same  voting,  dividend  and other  rights as the
Company's other stockholders (except that the transfer of such shares is limited
in accordance with Section 7(c) prior to vesting);  provided,  however, that the
Committee may require in the agreement  granting the Restricted  Stock that cash
dividends be invested in additional shares of Restricted  Stock,  subject to the
same  conditions and  restrictions  as the Incentive Award with respect to which
the dividends were paid.

8.       Performance Awards

         The Committee may grant  Performance  Awards pursuant to the Plan. Each
grant of  Performance  Awards shall be evidenced by an agreement in such form as
the Committee shall from time to time approve.  Each grant of Performance Awards
shall comply with and be subject to the following terms and conditions.

         (a)      Performance Period and Performance Award

                  (i) With  respect to each grant of a  Performance  Award,  the
         Committee  shall   establish  a  performance   period  over  which  the
         performance of the applicable Participant shall be measured.



<PAGE>


                  (ii) In determining the amount of the Performance  Award to be
         granted  to a  particular  Participant,  the  Committee  may take  into
         account  such  factors as the  Participant's  responsibility  level and
         growth  potential,  the  amount of other  Incentive  Awards  granted or
         received  by such  Participant,  and such other  considerations  as the
         Committee deems appropriate;  provided, however, the maximum value that
         can be granted as a Performance  Award to any one individual during any
         calendar year is $10,000,000.

         (b) Performance  Goals. A Performance Award shall be paid solely on the
attainment of certain  preestablished,  objective  performance goals (within the
meaning of Code Section 162(m)).  Such  performance  goals shall be based on any
one or any  combination of the following  business  criteria of the Company as a
whole  or any  of  its  subsidiaries  (or  any  division  or  department  of the
foregoing), as determined by the Committee:  revenues,  profitability,  earnings
(including, without limitation,  earnings per share); successful acquisitions of
other companies or assets; successful dispositions of subsidiaries, divisions or
departments  of the  Company or any of its  subsidiaries;  successful  financing
efforts;  return to stockholders;  market share; or cost or expense control. The
Committee shall establish,  in writing,  the applicable  performance goal(s) and
the  specific  targets  related  to  such  goal(s)  within  90  days  after  the
commencement  of the  performance  period to which such goal(s)  relate and at a
time when the outcome of such performance  goal(s) are  substantially  uncertain
within  the  meaning  of Code  Section  162(m),  subject  to  adjustment  by the
Committee as it deems  appropriate to reflect  significant  unforseen  events or
changes.

         (c) Payment.  Upon the expiration of the performance period relating to
a Performance Award granted to a Participant, such Participant shall be entitled
to  receive  payment  of an  amount  not  exceeding  the  maximum  value  of the
Performance  Award,  based on the achievement of the performance  goals for such
performance  period,  as determined by the Committee.  The Committee may, within
its  sole  discretion,  pay a  Performance  Award  under  any one or more of the
performance  goals established by the Committee with respect to such Performance
Award.  The  Committee  shall  certify  in  writing  prior to the  payment  of a
Performance  Award that the applicable  performance goals and any other material
terms of the grant have been  satisfied.  Subject  to  Section  3,  payment of a
Performance Award may be made in cash, Common Stock or a combination thereof, as
determined  by  the  Committee.  Payment  shall  be  made  in a  lump  sum or in
installments  as prescribed by the  Committee.  Any payment to be made in Common
Stock shall be based on the Fair Market Value of the Common Stock on the payment
date.

         (d)  Effect  of  Termination  of  Employment.  If the  employment  of a
Participant  shall  terminate  for any  reason  prior to the  expiration  of the
applicable   performance   period,  the  Performance  Awards  relating  to  such
performance  period shall  immediately  be forfeited as of the  commencement  of
business on the date of such  termination,  except as may be  determined  by the
Committee in its sole and absolute  discretion,  or as may be otherwise provided
in the agreement evidencing such Performance Award.

         (e) Effect of Change in  Control.  Upon the  occurrence  of a Change in
Control,  the  Committee  (as  constituted  immediately  prior to such Change in
Control) shall determine,  in its sole discretion,  whether  Performance Awards,
for which the requisite  performance  goals have not been satisfied or for which
the  performance  period has not expired,  shall  immediately be paid or whether
such Performance Awards shall remain  outstanding  according to their respective
terms.


<PAGE>


9.       Phantom Stock

         The Committee  may grant shares of Phantom Stock  pursuant to the Plan.
Each grant of shares of Phantom Stock shall be evidenced by an agreement in such
form as the Committee  shall from time to time approve.  Each grant of shares of
Phantom  Stock  shall  comply  with and be  subject to the  following  terms and
conditions.

         (a) Vesting Date. At the time of the grant of shares of Phantom  Stock,
the  Committee  shall  establish a Vesting Date or Vesting Dates with respect to
such  shares.  The  Committee  may divide such shares into  classes and assign a
different  Vesting  Date for each class.  Provided  that all  conditions  to the
vesting  of a share of  Phantom  Stock  imposed  pursuant  to  Section  9(c) are
satisfied,  and except as provided in Section 9(d),  upon the  occurrence of the
Vesting Date with respect to a share of Phantom Stock, such share shall vest.

         (b) Benefit Upon Vesting. Upon the vesting of a share of Phantom Stock,
a Participant  shall be entitled to receive in cash,  within 90 days of the date
on which such share  vests,  an amount in cash in a lump sum equal to the sum of
(i) the Fair Market  Value of a share of Common Stock of the Company on the date
on which such share of Phantom Stock vests and (ii) the aggregate amount of cash
dividends paid with respect to a share of Common Stock of the Company during the
period  commencing  on the date on which the share of Phantom  Stock was granted
and terminating on the date on which such share vests.

         (c)  Conditions  to  Vesting.  At the time of the  grant of  shares  of
Phantom Stock,  the Committee may impose such  restrictions  or conditions,  not
inconsistent with the provisions  herein, to the vesting of such shares as it in
its absolute  discretion deems appropriate.  By way of example and not by way of
limitation,  the  Committee  may  require,  as a condition to the vesting of any
class or classes of shares of Phantom Stock, that the Participant or the Company
achieve  certain  performance  criteria,  such  criteria to be  specified by the
Committee at the time of the grant of such shares.

         (d)      Effect of Termination of Employment

                  (i) If the employment of a Participant  with the Company shall
         terminate  for any  reason  other than  Cause  prior to the  vesting of
         shares of Phantom Stock granted to such Participant,  a portion of such
         shares,  to the extent not  forfeited  or  canceled on or prior to such
         termination  pursuant to any provision,  shall vest on the date of such
         termination. The portion referred to in the preceding sentence shall be
         determined  by the Committee at the time of the grant of such shares of
         Phantom  Stock and may be based on the  achievement  of any  conditions
         imposed by the  Committee  with  respect  to such  shares  pursuant  to
         Section 9(c).  Such portion may equal zero, and any  non-vested  shares
         shall be  forfeited as of the  commencement  of business on the date of
         the Participant's termination of employment.



<PAGE>


                  (ii)  In the  event  of  the  termination  of a  Participant's
         employment  for  Cause,  all shares of  Phantom  Stock  granted to such
         Participant  which have not  vested as of the date of such  termination
         shall immediately be forfeited.

         (e) Effect of Change in  Control.  Upon the  occurrence  of a Change in
Control,  all shares of Phantom  Stock which have not  theretofore  vested shall
immediately vest.

10.      Stock Bonuses

         The Committee may, in its absolute  discretion,  grant Stock Bonuses in
such  amounts as it shall  determine  from time to time.  A Stock Bonus shall be
paid at  such  time  and  subject  to such  conditions  as the  Committee  shall
determine at the time of the grant of such Stock Bonus.  Certificates for shares
of Common  Stock  granted  as a Stock  Bonus  shall be issued in the name of the
Participant  to whom such grant was made and  delivered to such  Participant  as
soon as  practicable  after the date on which such Stock Bonus is required to be
paid.

11.      Cash Bonuses

         The Committee may, in its absolute discretion, grant in connection with
any grant of Restricted Stock or shares of Common Stock granted as a Performance
Award or Stock Bonus or at any time thereafter,  a cash bonus,  payable promptly
after the date on which the  Participant  is  required to  recognize  income for
federal  income  tax  purposes  in  connection  with  such   Restricted   Stock,
Performance  Award  or Stock  Bonus,  in such  amounts  as the  Committee  shall
determine  from  time to time;  provided,  however,  that in no event  shall the
amount of a Cash Bonus  exceed the Fair Market  Value of the  related  shares of
Restricted  Stock or shares of Common Stock  granted  pursuant to a  Performance
Award or  Stock  Bonus on such  date.  A Cash  Bonus  shall be  subject  to such
conditions  as the  Committee  shall  determine at the time of the grant of such
Cash Bonus.

12.      Adjustment Upon Changes in Common Stock

         (a) Outstanding Restricted Stock, Performance Awards and Phantom Stock.
Unless the  Committee  in its absolute  discretion  otherwise  determines,  if a
Participant  receives any securities or other property (including dividends paid
in cash)  with  respect  to a share of  Restricted  Stock,  the Issue  Date with
respect to which occurs prior to such event,  but which has not vested as of the
date of such event, as a result of any dividend, stock split,  recapitalization,
merger,  consolidation,  combination,  exchange  of  shares or  otherwise,  such
securities or other property will not vest until such share of Restricted  Stock
vests and shall be held by the Company pursuant to Paragraph 7(d)(ii) as if such
securities or other property were non-vested shares of Restricted Stock.



<PAGE>


         The  Committee  may, in its  absolute  discretion,  adjust any grant of
shares of  Restricted  Stock,  the  Issue  Date  with  respect  to which has not
occurred as of the date of the  occurrence of any of the following  events,  any
shares of Common  Stock  upon the grant of a  Performance  Award or any grant of
shares of Phantom Stock, to reflect any dividend, stock split, recapitalization,
merger,  consolidation,  combination,  exchange  of shares or similar  corporate
change as the  Committee  may deem  appropriate  to prevent the  enlargement  or
dilution of rights of Participants under the grant.

         (b) Stock Subject to Plan, Outstanding Options, Increase or Decrease in
Issued  Shares  Without  Consideration.  Subject to any  required  action by the
shareholders  of the  Company,  in the event of any  increase or decrease in the
number  of issued  shares  of  Common  Stock  resulting  from a  subdivision  or
consolidation  of shares of Common Stock or the payment of a stock dividend (but
only on the shares of Common  Stock),  or any other  increase or decrease in the
number of such shares effected  without receipt of consideration by the Company,
the  Committee  shall  proportionally  adjust (i) the number of shares of Common
Stock for which  Incentive  Awards  may be  granted  under the Plan and (ii) the
number of shares and the  exercise  price per share of Common  Stock  subject to
each outstanding Option.

         (c)  Outstanding  Options,  Certain  Mergers.  Subject to any  required
action by the shareholders of the Company, if the Company shall be the surviving
corporation in any merger or consolidation  (except a merger or consolidation as
a result of which the holders of shares of Common Stock  receive  securities  of
another  corporation),  each  Option  outstanding  on the date of such merger or
consolidation  shall  entitle  the  Participant  to acquire  upon  exercise  the
securities  which a holder of the  number of shares of Common  Stock  subject to
such Option would have received in such merger or consolidation.

         (d) Outstanding Options, Certain Other Transactions.  In the event of a
dissolution or liquidation of the Company, a sale of all or substantially all of
the Company's  assets, a merger or consolidation  involving the Company in which
the  Company  is not the  surviving  corporation  or a merger  or  consolidation
involving the Company in which the Company is the surviving  corporation but the
holders of shares of Common  Stock  receive  securities  of another  corporation
and/or other  property,  including  cash, the Committee  shall,  in its absolute
discretion,  have the power to: (i) cancel,  effective  immediately prior to the
occurrence  of such event,  each Option  outstanding  immediately  prior to such
event  (whether or not then  exercisable),  and, in full  consideration  of such
cancellation,  pay to the  Participant to whom such Option was granted an amount
in cash,  for each share of Common  Stock  subject to such  Option  equal to the
excess  of (A)  the  value,  as  determined  by the  Committee  in its  absolute
discretion,  of the property  (including cash) received by the holder of a share
of Common  Stock as a result of such event over (B) the  exercise  price of such
Option; or (ii) provide for the exchange of each Option outstanding  immediately
prior to such event (whether or not then  exercisable)  for an option on some or
all of the property for which such Option is exchanged  and,  incident  thereto,
make an equitable  adjustment  as  determined  by the  Committee in its absolute
discretion  in the  exercise  price of the  option,  or the  number of shares or
amount of property subject to the option or, if appropriate,  provide for a cash
payment  to  the  Participant  to  whom  such  Option  was  granted  in  partial
consideration for the exchange of the Option.



<PAGE>


         (e) Outstanding  Options,  Other Changes. In the event of any change in
the  capitalization  of  the  Company  or  corporate  change  other  than  those
specifically  referred to in Sections  12(b),  (c) or (d), the Committee may, in
its absolute discretion, make such adjustments in the number and class of shares
subject to Options  outstanding  on the date on which such change  occurs and in
the per share  exercise  price of each such Option as the Committee may consider
appropriate to prevent dilution or enlargement of rights.

         (f) No Other  Rights.  Except as  expressly  provided  in the Plan,  no
Participant  shall have any rights by reason of any subdivision or consolidation
of shares of stock of any class,  the payment of any  dividend,  any increase or
decrease  in the  number of  shares  of stock of any  class or any  dissolution,
liquidation,  merger or consolidation  of the Company or any other  corporation.
Except as expressly  provided in the Plan,  no issuance by the Company of shares
of stock of any class,  or  securities  convertible  into shares of stock of any
class,  shall affect,  and no  adjustment  by reason  thereof shall be made with
respect to, the number of shares of Common Stock  subject to an Incentive  Award
or the exercise price of any Option.

13.      Deferral of Delivery of Shares

         The  Committee  (in its  sole  discretion)  may  permit  or  require  a
Participant  who  receives an Incentive  Award to have Common  Shares that would
otherwise be delivered to the Participant converted into a deferred compensation
account  established  for such  Participant  by the Committee as an entry on the
Company's  books.  Such  amounts  shall be  determined  by reference to the Fair
Market Value of such Common Shares as of the date they otherwise would have been
delivered to the Participant.  A deferred compensation account established under
this  Section 13 may be credited  with  interest  or other  forms of  investment
return,  as determined by the Committee.  A Participant for whom such an account
is  established  shall have no rights other than those of a general  creditor of
the  Company.  Such  an  account  shall  represent  an  unfunded  and  unsecured
obligation  of the Company and shall be subject to the terms and  conditions  of
the applicable  agreement  between the  Participant  and the Company;  provided,
however,  that the  Committee  may elect to establish a trust for the purpose of
securing any such  obligation.  If the deferral of Incentive Awards is permitted
or  required,  the  Committee  (in its sole  discretion)  may  establish  rules,
procedures and forms pertaining to such Awards,  including (without  limitation)
the settlement of deferred  compensation accounts established under this Section
13.

14.      Rights as a Stockholder

         No person  shall have any rights as a  stockholder  with respect to any
shares of Common Stock  covered by or relating to any  Incentive  Award  granted
pursuant to this Plan until the date of the issuance of a stock certificate with
respect to such shares. Except as otherwise expressly provided in Section 12, no
adjustment  to any  Incentive  Award shall be made for dividends or other rights
for which the record date  occurs  prior to the date such stock  certificate  is
issued.

15.      No Special Employment Rights; No Right to Incentive Award



<PAGE>


         Nothing  contained in the Plan or any Incentive Award shall confer upon
any Participant any right with respect to the  continuation of his employment by
the Company or interfere  in any way with the right of the  Company,  subject to
the terms of any separate employment  agreement to the contrary,  at any time to
terminate  such  employment or to increase or decrease the  compensation  of the
Participant  from the rate in existence at the time of the grant of an Incentive
Award.

         No person shall have any claim or right to receive an  Incentive  Award
hereunder.  The  Committee's  granting of an Incentive Award to a Participant at
any time shall neither require the Committee to grant an Incentive Award to such
Participant  or any other  Participant  or other person at any time nor preclude
the Committee  from making  subsequent  grants to such  Participant or any other
Participant or other person.

16.      Securities Matters

         (a) The Company shall be under no obligation to effect the registration
pursuant  to the  Securities  Act of any  shares  of  Common  Stock to be issued
hereunder or to effect similar compliance under any state laws.  Notwithstanding
anything herein to the contrary,  the Company shall not be obligated to cause to
be  issued or  delivered  any  certificates  evidencing  shares of Common  Stock
pursuant to the Plan unless and until the Company is advised by its counsel that
the  issuance  and  delivery  of such  certificates  is in  compliance  with all
applicable laws,  regulations of governmental  authority and the requirements of
any  securities  exchange  on which  shares of  Common  Stock  are  traded.  The
Committee  may  require,  as  a  condition  of  the  issuance  and  delivery  of
certificates evidencing shares of Common Stock pursuant to the terms hereof that
the recipient of such stock make such covenants, agreements and representations,
and that such  certificates  bear such legends,  as the  Committee,  in its sole
discretion, deems necessary or desirable.

         (b)  The  exercise  of any  Option  granted  hereunder  shall  only  be
effective at such time as counsel to the Company shall have  determined that the
issuance and delivery of shares of Common Stock  pursuant to such exercise is in
compliance with all applicable laws, regulations of governmental authorities and
the requirements of any securities  exchange on which shares of Common Stock are
traded. The Company may, in its sole discretion,  defer the effectiveness of any
exercise of an Option granted hereunder in order to allow the issuance of shares
of Common  Stock  pursuant  thereto to be made  pursuant to  registration  or an
exemption  from  registration  or other methods for compliance  available  under
federal or state  securities  laws. The Company shall inform the  Participant in
writing of its decision to defer the  effectiveness of the exercise of an Option
granted  hereunder.  During the period that the effectiveness of the exercise of
an Option has been deferred,  the Participant  may, by written notice,  withdraw
such exercise and obtain the refund of any amount paid with respect thereto.

         (c) It is intended  that the Plan and any grant of an  Incentive  Award
made  to a  person  subject  to  Section  16 of the  1934  Act  meet  all of the
requirements of Rule 16b-3 promulgated thereunder.  If any provision of the Plan
or any Incentive  Award would  disqualify  the Plan or the Incentive  Award,  or
would  otherwise not comply with Rule 16b-3,  such provision or Incentive  Award
shall be  construed  or deemed  amended  to  conform to Rule 16b-3 to the extent
permitted by applicable law and deemed advisable by the Board.



<PAGE>


17.      Withholding Taxes

         Whenever  shares of Common  Stock are to be issued upon the exercise of
an Option,  the  occurrence  of the Issue Date or Vesting Date with respect to a
share of  Restricted  Stock,  the  payment of a  Performance  Award in shares of
Common Stock or the payment of a Stock Bonus,  the Company  shall have the right
to require the Participant to remit to the Company in cash an amount  sufficient
to  satisfy  federal,  state and local  withholding  tax  requirements,  if any,
attributable  to such  exercise,  occurrence or payment prior to the delivery of
any certificate or certificates for such shares. In addition,  upon the grant of
a Cash Bonus, the payment of a Performance Award or the making of a payment with
respect  to a share of  Phantom  Stock,  the  Company  shall  have the  right to
withhold from any cash payment  required to be made  pursuant  thereto an amount
sufficient to satisfy the federal, state and local withholding tax requirements,
if any, attributable to such exercise or grant.

18.      Amendment of the Plan

         The Board of Directors may at any time suspend or discontinue  the Plan
or revise or amend it in any respect whatsoever; provided, however, that without
approval  of the  shareholders  no  revision  or  amendment  shall (i) except as
provided in Section 12,  increase  the number of shares of Common Stock that may
be issued  under the Plan;  (ii) except as provided in Section 12,  increase the
maximum  number of shares of Common  Stock that may be  subject to an  Incentive
Award granted to any one individual  for any calendar  year;  (iii) increase the
maximum  value that can be  awarded  as a  Performance  Award;  (iv)  materially
increase the benefits accruing to an individual holding Incentive Awards granted
pursuant to the Plan; (v) materially  modify the  requirements as to eligibility
for participation in the Plan; (vi) extend the term of the Plan or (vi) decrease
any authority  granted to the Committee in contravention of Rule 16b-3 under the
Exchange Act.

19.      No Obligation to Exercise

         The grant to a Participant of an Option shall impose no obligation upon
such Participant to exercise such Option.

20.      Transfers Upon Death

         Upon the death of a Participant,  outstanding  Incentive Awards granted
to such Participant may be exercised only by the executors or  administrators of
the  Participant's  estate or by any person or persons  who shall have  acquired
such right to exercise by will or by the laws of descent  and  distribution.  No
transfer by will or the laws of descent and distribution of any Incentive Award,
or the right to exercise  any  Incentive  Award,  shall be effective to bind the
Company  unless the Committee  shall have been furnished with (a) written notice
thereof and with a copy of the will and/or such  evidence as the  Committee  may
deem necessary to establish the validity of the transfer and (b) an agreement by
the  transferee  to comply with all the terms and  conditions  of the  Incentive
Award that are or would have been  applicable to the Participant and to be bound
by the  acknowledgments  made by the Participant in connection with the grant of
the Incentive Award.


<PAGE>


21.      Expenses and Receipts

         The  expenses of the Plan shall be paid by the  Company.  Any  proceeds
received by the Company in connection  with any Incentive Award will be used for
general corporate purposes.

22.      Failure to Comply

         In addition  to the  remedies of the  Company  elsewhere  provided  for
herein,  failure by a Participant to comply with any of the terms and conditions
of the  Plan  or the  agreement  executed  by  such  Participant  evidencing  an
Incentive Award,  unless such failure is remedied by such Participant within ten
days after  having been  notified  of such  failure by the  Committee,  shall be
grounds for the cancellation and forfeiture of such Incentive Award, in whole or
in part as the Committee, in its absolute discretion, may determine.

23.      Effective Date and Term of Plan

         The Plan was adopted by the Board of Directors on September 8, 1999 and
shall become effective on such date,  subject to approval by the stockholders of
the Company in accordance with applicable law, the  requirements of Code Section
422 and the  requirements of Rule 16b-3 under Section 16b-3 of the Exchange Act.
No  Incentive  Award may be  granted  under the Plan  after  September  8, 2009.
Incentive  Awards may be granted under the Plan at any time prior to the receipt
of such stockholder approval;  provided,  however, that each such grant shall be
subject to such approval.  Without limitation on the foregoing, no Option may be
exercised prior to the receipt of such approval,  no share  certificate shall be
issued pursuant to a grant of Restricted Stock, Performance Award or Stock Bonus
prior to the receipt of such  approval and no Cash Bonus or payment with respect
to a  Performance  Award or a share of Phantom  Stock shall be paid prior to the
receipt of such  approval.  If the Plan is not so approved prior to September 8,
2000, then the Plan and all Incentive  Awards then  outstanding  hereunder shall
forthwith automatically terminate and be of no force and effect.

24.      Compliance With the Exchange Act

         With  respect to persons  subject  to Section 16 of the  Exchange  Act,
transactions  under  this  Plan are  intended  to  comply  with  all  applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any  provisions  of the Plan or action  by the  Committee  or Board  fails to so
comply,  it shall be deemed null and void,  to the extent  permitted  by law and
deemed advisable by the Committee or Board.








<PAGE>


DATED:  September 8, 1999.

                                               ALLIED WASTE INDUSTRIES, INC.,
                                                  a Delaware corporation


                                         By    /S/ STEVEN M. HELM
                                             --------------------------------
                                             Steven M. Helm, Vice President