Exhibit 10.4

                              REF-FUEL HOLDINGS LLC
                            MANAGEMENT INCENTIVE PLAN

1.   Purpose. The purpose of this Plan is to encourage the highest level of
     performance by the executive officers of ARC, and to provide them with
     incentives to put forth maximum efforts for the success of the Group, in
     order to serve the best interests of the Group.

2.   Definitions. For purposes of the Plan, the following terms, when
     capitalized, shall have the definition attributed to them in this Section
     2:

     2.1. "Account" means a bookkeeping account established by the Company on
          behalf of each Participant to which the Participant's MIP Allocations
          are credited.

     2.2. "Affiliate" means DLJMB Funds, Highstar Funds and any other person or
          entity which, at the time of reference, directly, or indirectly
          through one or more intermediaries, controls or is controlled by UAE
          Holdings, as determined in good faith by UAE Holdings' Board of
          Directors.

     2.3. "Allocation Year" means each of the 2004, 2005 and 2006 calendar
          years. If performance target goals are met, it is the current
          intention of the Company that Allocation Year would extend to calendar
          years beyond 2006; provided however, that any such extension shall be
          at the sole and absolute discretion of the Board and there is no
          binding obligation to do so.

     2.4. "ARC" means American Ref-Fuel Company LLC, a Delaware limited
          liability company, and its successors and assigns.

     2.5. "Board" shall mean the Board of Directors of the Company.

     2.6. "Cause" means conduct amounting to (a) fraud or dishonesty against the
          Group, (b) willful misconduct, repeated refusal to follow the
          reasonable direction of the Board, or knowing violation of law in the
          course of performance of the duties of the Participant's employment
          with the Group, (c) repeated absences from work without a reasonable
          excuse, (d) intoxication with alcohol while on ARC's premises during
          regular business hours or any use of illegal substances, (e) a
          conviction or plea of guilty or nolo contendere to a felony or a crime
          involving dishonesty, or (f) a breach or violation of the terms of any
          employment or other agreement to which the Participant and the Group
          are party.

     2.7. "Code" means the Internal Revenue Code of 1986, as amended. References
          to a particular section of the Code include references to successor
          provisions.

     2.8. "Committee" means the Compensation Committee of the Board or such
          other committee appointed by the Company to administer the Plan.

     2.9. "Company" means Ref-Fuel Holdings LLC and its successors and assigns.

     2.10. "Date of Termination" shall have the meaning ascribed to such term in
          the Participant's employment agreement with the Group.



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     2.11. "Disability" means the Participant's continued absence from the
          performance of his or her duties with ARC for six (6) consecutive
          months as a result of the Participant's substantial incapacity due to
          physical or mental illness or injury.

     2.12. "DLJMB Funds" means DLJ Merchant Banking Partners III, L.P., DLJ
          Offshore Partners III, C.V., DLJ Offshore Partners III-1, C.V., DLJ
          Offshore Partners III-2, C.V., DLJMB Partners III GmbH & Co. KG,
          Millennium Partners II, L.P. and MBP III Plan Investors, L.P. and in
          the case of any DLJMB Fund, (A) any other DLJMB Fund, (B) any
          stockholder, member or general or limited partner of any DLJMB Fund (a
          "DLJMB Partner"), and any corporation, partnership, limited liability
          company, or other entity that is an Affiliate of any DLJMB Fund or any
          DLJMB Partner (collectively, "DLJMB Affiliates"), (C) any managing
          director, general partner, director, limited partner, officer or
          employee of any DLJMB Fund or any DLJMB Affiliate, or any spouse,
          lineal descendant, sibling, parent, heir, executor, administrator,
          testamentary trustee, legatee or beneficiary of any of the foregoing
          Persons described in this clause (C) (collectively, "DLJMB
          Associates"), or (D) any trust, the beneficiaries of which, or any
          corporation, limited liability company or partnership the
          stockholders, members or general or limited partners of which, include
          only such DLJMB Affiliates, DLJMB Associates, DLJMB Partners or the
          DLJMB Funds.

     2.13. "Effective Date" means January 1, 2004.

     2.14. "Equity Contribution Agreements" mean either (i) the Equity
          Contribution Agreement, dated as of April 30, 2001, among MSW Energy
          Holdings LLC (as successor to Duke Capital Corporation), United
          American Energy Corp., Duke/UAE Ref-Fuel LLC (now known as Ref-Fuel
          Holdings LLC) and Duke/UAE Holdings LLC (now known as American
          Ref-Fuel Company LLC), as amended, as the same may be further amended
          and in effect from time to time, or (ii) the Amended and Restated
          Company Support Agreement, dated as of December 1, 1997, between
          American Ref-Fuel Company of Essex County, Duke Capital Corporation,
          and Browning-Ferris Industries, Inc. and includes any substitute
          company support agreement entered into pursuant to the then applicable
          Company Support Agreement and any other amendments, modifications and
          supplements thereto from time to time.

     2.15. "Extraordinary Distribution" means a distribution in a given calendar
          year by UAE Holdings to its shareholders or MSW I to its members
          related to significant non-operational events such as a liquidation or
          dissolution of UAE Holdings and/or MSW I, incremental debt financings,
          major asset sales or buy-downs of power purchase contracts.

     2.16. "Good Reason" means the occurrence of any one or more of the
          following actions without the express written consent of the
          Participant: (a) a material reduction or alteration in the nature,
          scope or status of the Participant's authorities, duties or
          responsibilities; (b) a material reduction by ARC of the Participant's
          compensation; (c) the Group's failure to pay any part of the
          Participant's compensation within four weeks after such compensation
          was due; and (d) requiring the Participant to be based at any office
          located more than 30 miles (based on the most direct route) from ARC's
          current headquarters in Montvale, New Jersey; provided, however, the
          stock sale, spin off, asset sale or other disposition of no more than
          4 of the 6 ARC facilities, resulting in the Participant's termination
          as an officer of such businesses, shall not constitute "Good Reason"
          under clause (a) above.



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     2.17. "Group" means UAE Holdings and its Affiliates.

     2.18. "Highstar Funds" means Highstar Renewable Fuels II LLC, a Delaware
          limited liability company, and, in the case of Highstar II, (A) any
          fund controlled by Highstar II or its Affiliates, including, without
          limitation, AIG Highstar Capital, L.P. and/or any successor funds
          thereto (a "Highstar Fund"), (B) any member of Highstar II and any
          stockholder, member or general or limited partner of Highstar II or
          any Highstar Fund (a "Highstar II Partner"), and any corporation,
          partnership, limited liability company, or other entity that is an
          Affiliate of Highstar II, any Highstar II Partner or any Highstar Fund
          (collectively, "Highstar II Affiliates"), (C) any managing director,
          general partner, director, limited partner, officer or employee of any
          Highstar Fund or any Highstar II Affiliate, or any spouse, lineal
          descendant, sibling, parent, heir, executor, administrator,
          testamentary trustee, legatee or beneficiary of any of the foregoing
          Persons described in this clause (C) (collectively, "Highstar II
          Associates"), or (D) any trust, the beneficiaries of which, or any
          corporation, limited liability company or partnership the
          stockholders, members or general or limited partners of which, include
          only such Highstar II Affiliates, Highstar II Associates, Highstar II
          Partners or Highstar Funds.

     2.19. "Mecklenburg" means the Company's indirect interest in the
          cogeneration Facility located in Mecklenburg, Virginia that is held
          indirectly by UAE Holdings.

     2.20. "MIP Allocation" means an allocation to a Participant pursuant to
          Section 5 hereof.

     2.21. "MSW I" means MSW Energy Holdings LLC and its successors and assigns.

     2.22. "Net Distributed Cash Flow" means, with respect to each Allocation
          Year, the amount of cash distributed in that calendar year by UAE
          Holdings and MSW I to their respective shareholders or members, as the
          case may be, attributed to the partners' equity investment and
          interest payments on the $40 Million Senior Note (specifically
          excluding any distributions attributable to Mecklenburg and the
          principal and interest on the $45 Million Senior Note that is due in
          2006); provided, however, that if in any Allocation Year there is an
          Extraordinary Distribution, the Committee shall have the discretion to
          treat such distribution as Net Distributed Cash Flow or adjust the
          Exercise Price of Options under Section 10.2 of the United American
          Energy Holdings Corp. 2004 Stock Option Plan effective January 1,
          2004, provided that at such time as the Exercise Price of Options is
          reduced to zero the Committee may not exercise such discretion and
          Extraordinary Distributions shall be treated as Net Distributed Cash
          Flow (except for any part of an Extraordinary Distribution to which a
          Participant becomes entitled to receive as a dividend distribution on
          Shares received from exercising Options).

     2.23. "Participant" means an executive officer of ARC, as designated by the
          Committee after consultation with the Chief Executive Officer of the
          Company, whose name is set forth on Schedule "A" attached hereto.

     2.24. "Plan" means the Ref-Fuel Holdings LLC Management Incentive Plan, as
          set forth herein and as may be amended from time to time.



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     2.25. "Retirement" means the Participant's termination of employment with
          the Group where (a) the Participant is at least fifty-five (55) years
          of age and (b) the Participant's age plus years of service with the
          Group is at least sixty-five (65).

     2.26. "Triggering Event" shall have the meaning ascribed to such term in
          the United American Energy Holdings Corporation 2004 Stock Option
          Plan.

     2.27. "UAE Holdings" means United American Energy Holdings Corp., a
          Delaware corporation, and its successors and assigns (including a
          corporation owning at least 80% of the shares of United American
          Energy Holdings Corp.).

     2.28. "$40 Million Senior Note" means the Senior Notes Due 2013 issued by
          UAE Holdings with an initial face amount of $40,000,000.

     2.29. "$45 Million Senior Note" means the Senior Notes Due 2006 issued by
          UAE Holdings with an initial face amount of $45,000,000.

3.   Administration.

     3.1. The Committee. The Plan shall be administered by the Committee.

     3.2. Authority of the Committee. Except as limited by law or by the
          Certificate of Incorporation or the Bylaws of the Company, and subject
          to the provisions herein, the Committee shall have full power to
          select employees who shall participate in the Plan (after consultation
          with the Chief Executive Officer of the Company); determine the terms
          and conditions of MIP Allocations in a manner consistent with the
          Plan; construe and interpret the Plan and any agreement or instrument
          entered into under the Plan; establish, amend, or waive rules and
          regulations for the Plan's administration; and (subject to the
          provisions of Article 7 herein) amend the terms and conditions of any
          unpaid MIP Allocations to the extent such terms and conditions are
          within the discretion of the Committee. Further, the Committee shall
          make all other determinations which may be necessary or advisable for
          the administration of the Plan. As permitted by law, the Committee may
          delegate its authority as identified herein.

     3.3. Decisions Binding. All determinations and decisions made by the
          Committee pursuant to the provisions of the Plan and all related
          orders and resolutions of the Committee shall be final, conclusive and
          binding on all persons, including the Company, its Affiliates, its
          shareholders, directors, employees, consultants, Participants, and
          their estates and beneficiaries.

4.   Duration of Plan. The Plan shall become effective on the Effective Date and
     shall terminate on the earlier to occur of (a) a draw under any of the
     Equity Contribution Agreements, (b) a Triggering Event, or (c) satisfaction
     of all liabilities under the Plan to Participants and their beneficiaries.

5.   MIP Allocations.

     5.1. Accounts. Each Participant shall have an Account to which his or her
          MIP Allocations shall be credited.



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     5.2. Allocation. Subject to Section 5.5 hereof, on December 31 of each
          Allocation Year, the Company shall make a MIP Allocation to the
          Account of each Participant who is employed on the last day of the
          Allocation Year by a member of the Group. The amount of such MIP
          Allocation shall be determined by multiplying the Net Distributable
          Cash Flow for such Allocation Year by the Participant's designated
          percentage, as set forth on the Participant's Award Agreement (a form
          of which is attached hereto as Schedule "B") which shall be the same
          for all Allocation Years.

     5.3. Vesting. Except as otherwise provided herein, (a) the MIP Allocation
          made for the 2004 Allocation Year would vest 25% on December 31, 2004
          with an additional 25% vesting on each of December 31, 2005, December
          31, 2006 and December 31, 2007; (b) the MIP Allocation made for the
          2005 Allocation Year would vest 25% on December 31, 2005 with an
          additional 25% vesting on each of December 31, 2006, December 31, 2007
          and December 31, 2008; and (c) the MIP Allocation made for the 2006
          Allocation Year would vest 25% on December 31, 2006 with an additional
          25% vesting on each of December 31, 2007, December 31, 2008 and
          December 31, 2009.

     5.4. Termination of Employment.

          (a)  Termination by the Group for Cause or by the Participant without
               Good Reason. If a Participant's employment with the Group is
               terminated by the Group for Cause or by the Participant without
               Good Reason, all MIP Allocations made prior to the Date of
               Termination shall be forfeited to the extent not vested on the
               Date of Termination and the Participant shall have no right to
               any future MIP Allocations.

          (b)  Termination by the Group other than for Cause, due to death or
               Disability, or by the Participant with Good Reason. If a
               Participant's employment with the Group is terminated by the
               Group for other than Cause (including, for this purpose, a
               termination on account of death or Disability but not on account
               of Retirement), or by the Participant with Good Reason, all MIP
               Allocations made prior to the Date of Termination shall
               immediately vest to the extent not vested on the Date of
               Termination and, except as otherwise provided in Section 5.5
               hereof, the Participant shall have no right to any future MIP
               Allocations.

          (c)  Termination due to Retirement. If a Participant's employment with
               the Group is terminated on account of his or her Retirement, all
               MIP Allocations made prior to the Date of Termination shall
               immediately vest to the extent not vested on the Date of
               Termination and the Participant shall have no right to any future
               MIP Allocations.

     5.5. Mid-Year Terminations. Notwithstanding Section 5.2 to the contrary, if
          a Participant's employment with the Group is terminated during an
          Allocation Year for reasons described in Section 5.4(b) hereof, then
          on December 31 of the Allocation Year that contains the Participant's
          Date of Termination, the Company shall make a prorated MIP Allocation
          to the Participant's Account for such Allocation Year. The amount of
          such prorated allocation shall be determined by multiplying (a) the
          MIP Allocation the Participant would have received had his or her
          employment not terminated prior to December 31 of such Allocation Year
          by (b) a fraction, the numerator of which is the number of days the
          Participant was employed with the Group during such Allocation Year up



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          to and including the Date of Termination, and the denominator of which
          is 365. The prorated MIP Allocation shall be fully vested when made to
          the Participant's Account and shall be paid as though such allocation
          had vested as provided in Section 5.3 hereof.

     5.6. Certain Other Events.

          (a)  Triggering Event. Notwithstanding anything herein to the
               contrary, upon the occurrence of a Triggering Event, all MIP
               Allocations made prior to the date of the Triggering Event shall
               immediately vest to the extent not vested on the date of such
               Triggering Event and the Participant shall have no right to any
               future MIP Allocations.

          (b)  Draws Under Equity Contribution Agreements. Notwithstanding
               anything herein to the contrary, upon the occurrence of a draw
               under any of the Equity Contribution Agreements, the Plan shall
               automatically terminate, all unpaid MIP Allocations made prior to
               the date of the draw shall be forfeited, and the Participant
               shall have no right to any future MIP Allocations.

6.   Payment.

     6.1. Time of Payment.

          (a)  In General. Except as otherwise provided in Section 6.1(b), MIP
               Allocations shall be paid by the Company to the Participant (or,
               in the event of the Participant's death, the Participant's
               beneficiary, or, in the event that no beneficiary shall have been
               designated, the Participant's estate) as soon as reasonably
               practicable following the date on which such MIP Allocations
               vest, but in any event no later than 60 days after the date of
               vesting.

          (b)  Termination Events. If vesting is accelerated with respect to a
               MIP Allocation, as provided in Section 5.4 or 5.5 hereof, the MIP
               Allocation shall be paid by the Company as though such allocation
               had vested as provided in Section 5.3 hereof.

     6.2. Form of Payment. Benefits under the Plan shall be paid in cash.

7.   Amendment and Termination. The Company may at any time and from time to
     time amend, modify or terminate the Plan in whole or in part; provided,
     however, that no amendment, modification or termination shall adversely
     affect the Participant's rights with respect to MIP Allocations credited to
     his or her Account prior to the date of such amendment, modification or
     termination without written consent of the Participant.

8.   Withholding. The Company shall have the power and the right to deduct or
     withhold, or require a Participant to remit to the Company, an amount
     sufficient to satisfy federal, state and local taxes (including the
     Participant's share of employment taxes) required by law or regulation to
     be withheld with respect to the payment of benefits under the Plan.

9.   Dispute Resolution. Claims for benefits under the Plan shall be submitted
     to the Company for review. In the event of any controversy between a
     Participant and the Company arising out of, or relating to, this Plan which



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     cannot be settled amicably by the parties, such controversy shall be
     finally, exclusively and conclusively settled by mandatory arbitration
     conducted expeditiously in accordance with the American Arbitration
     Association rules, by a single independent arbitrator. If the parties are
     unable to agree on the selection of an arbitrator, then either the
     Participant or the Company may petition the American Arbitration
     Association for the appointment of the arbitrator, which appointment shall
     be made within ten (10) days of the petition therefor. Either party to the
     dispute may institute such arbitration proceeding by giving written notice
     to the other party. A hearing shall be held by the arbitrator in New York,
     New York within thirty (30) days of his or her appointment. The decision of
     the arbitrator shall be final and binding upon the parties and shall be
     rendered pursuant to a written decision that contains a detailed recital of
     the arbitrator's reasoning. Judgment upon the award rendered may be entered
     in any court having jurisdiction thereof.

10.  Unfunded Plan. The Plan is intended to be an unfunded plan maintained
     primarily for the purpose of providing deferred compensation for a select
     group of management or highly compensated employees, within the meaning of
     Sections 201, 301 and 401 of the Employee Retirement Income Security Act of
     1974, as amended. All payments pursuant to the Plan shall be made from the
     general funds of the Company and no special or separate fund shall be
     established or other segregation of assets made to assure payment. No
     Participant or other person shall have under any circumstances any interest
     in any particular property or assets of the Company as a result of
     participating in the Plan. Notwithstanding the foregoing, the Company may
     (but shall not be obligated to) create one or more grantor trusts, the
     assets of which are subject to the claims of the Company's creditors, to
     assist it in accumulating funds to pay its obligations under the Plan.

11.  Successors and Assigns. The Plan shall be binding on all successors and
     assigns of the Company and the Participant, including without limitation,
     the estate of such Participant and the executor, administrator or trustee
     of such estate, or any receiver or trustee in bankruptcy or representative
     of the Participant's creditors.

12.  Nontransferability. No Participant may sell, transfer, assign, pledge,
     hypothecate or otherwise encumber his or her right or interest under the
     Plan.

13.  No Right to Employment or Awards. Participation in the Plan shall impose no
     obligation on the Group to continue the employment of a Participant and
     shall not lessen or affect the Group's right to terminate the employment of
     such Participant.

14.  Miscellaneous.

     14.1. Legal Construction. Except where otherwise indicated by the context,
          the plural shall include the singular, and the singular shall include
          the plural. References to sections, rules or regulations shall be
          deemed to include references to any successor sections, rules or
          regulations.

     14.2. Severability. In the event any provision of the plan shall be held
          illegal or invalid for any reason, the illegality or invalidity shall
          not affect the remaining parts of the Plan, and the Plan shall be
          construed and enforced as if the illegal or invalid provision had not
          been included.



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     14.3. Governing Law. To the extent not preempted by federal law, the Plan
          shall be construed in accordance with and governed by the laws of
          Delaware.



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