<PAGE>
                                                                    Exhibit 10.1

REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================















                              AMENDED AND RESTATED


                           EFFECTIVE NOVEMBER 1, 2003


















                               COPYRIGHT (C) 2003
                            BY CLARK CONSULTING, INC.
                           EXECUTIVE BENEFITS PRACTICE
                               ALL RIGHTS RESERVED


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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

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                                                    TABLE OF CONTENTS
                                                                                                                 Page
                                                                                                                 ----
<S>                 <C>                                                                                          <C>
ARTICLE 1           Definitions....................................................................................1

ARTICLE 2           Selection, Enrollment, Eligibility.............................................................7

           2.1      Selection by Committee.........................................................................7
           2.2      Enrollment Requirements........................................................................8
           2.3      Eligibility; Commencement of Participation.....................................................8
           2.4      Termination of Participation And/or Deferrals..................................................8

ARTICLE 3           Deferral Commitments /Company Restoration Matching Amounts/restricted Stock Amounts/stock
                    Option Gain Amounts/vesting/crediting/taxes....................................................8

           3.1      Minimum Deferrals..............................................................................8
           3.2      Maximum Deferral...............................................................................9
           3.3      Election to Defer; Effect of Election Form....................................................10
           3.4      Withholding and Crediting of Annual Deferral Amounts..........................................11
           3.5      Rollover Amount...............................................................................11
           3.6      Annual Company Restoration Matching Amount....................................................11
           3.7      Annual Restricted Stock Amount................................................................12
           3.8      Annual Stock Option Gain Amount...............................................................12
           3.9      Vesting.......................................................................................12
           3.10     Crediting/debiting of Account Balances........................................................13
           3.11     Fica and Other Taxes..........................................................................15

ARTICLE 4           Deduction Limitation..........................................................................16

           4.1      Deduction Limitation On Benefit Payments......................................................16

ARTICLE 5           In-service Distribution; Unforeseeable Financial Emergencies; Withdrawal Election.............16

           5.1      In-service Distribution.......................................................................16
           5.2      Other Benefits Take Precedence Over In-service Distributions..................................17
           5.3      Withdrawal Payout/suspensions for Unforeseeable Financial Emergencies.........................17
           5.4      Withdrawal Election...........................................................................18

ARTICLE 6           Change in Control Benefit.....................................................................18

           6.1      Change in Control Benefit.....................................................................18

ARTICLE 7           Retirement Benefit............................................................................19

           7.1      Retirement Benefit............................................................................19
           7.2      Payment of Retirement Benefit.................................................................19

ARTICLE 8           Termination Benefit...........................................................................19

           8.1      Termination Benefit...........................................................................19


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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

<TABLE>
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<S>                 <C>                                                                                          <C>
           8.2      Payment of Termination Benefit................................................................20


ARTICLE 9           Disability Waiver and Benefit.................................................................20

           9.1      Disability Waiver.............................................................................20
           9.2      Continued Eligibility; Disability Benefit.....................................................20

ARTICLE 10          Survivor Benefit..............................................................................21

           10.1     Survivor Benefit..............................................................................21
           10.2     Payment of Survivor Benefit...................................................................21

ARTICLE 11          Beneficiary Designation.......................................................................21

           11.1     Beneficiary...................................................................................21
           11.2     Beneficiary Designation; Change of Beneficiary Designation; Spousal Consent...................21
           11.3     Acknowledgement...............................................................................22
           11.4     No Beneficiary Designation....................................................................22
           11.5     Doubt as to Beneficiary.......................................................................22
           11.6     Discharge of Obligations......................................................................22

ARTICLE 12          Leave of Absence..............................................................................22

           12.1     Paid Leave of Absence.........................................................................22
           12.2     Unpaid Leave of Absence.......................................................................22

ARTICLE 13          Termination, Amendment or Modification........................................................23

           13.1     Termination...................................................................................23
           13.2     Amendment.....................................................................................23
           13.3     Plan Agreement................................................................................24
           13.4     Effect of Payment.............................................................................24

ARTICLE 14          Administration................................................................................24

           14.1     Committee Duties..............................................................................24
           14.2     Administration Upon Change in Control.........................................................24
           14.3     Agents........................................................................................25
           14.4     Binding Effect of Decisions...................................................................25
           14.5     Indemnity of Committee........................................................................25
           14.6     Employer Information..........................................................................25

ARTICLE 15          Other Benefits and Agreements.................................................................25

           15.1     Coordination With Other Benefits..............................................................25

ARTICLE 16          Claims Procedures.............................................................................26

           16.1     Presentation of Claim.........................................................................26
           16.2     Notification of Decision......................................................................26
           16.3     Review of a Denied Claim......................................................................26

</TABLE>




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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

<TABLE>
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<S>                 <C>                                                                                          <C>
           16.4     Decision On Review............................................................................27
           16.5     Legal Action..................................................................................27

ARTICLE 17          Trust.........................................................................................27

           17.1     Establishment of the Trust....................................................................27
           17.2     Interrelationship of the Plan and the Trust...................................................27
           17.3     Distributions From the Trust..................................................................27

ARTICLE 18          Miscellaneous.................................................................................28

           18.1     Status of Plan................................................................................28
           18.2     Unsecured General Creditor....................................................................28
           18.3     Employer's Liability..........................................................................28
           18.4     Nonassignability..............................................................................28
           18.5     Not a Contract of Employment..................................................................28
           18.6     Furnishing Information........................................................................28
           18.7     Terms.........................................................................................28
           18.8     Captions......................................................................................29
           18.9     Governing Law.................................................................................29
           18.10    Notice........................................................................................29
           18.11    Successors....................................................................................29
           18.12    Spouse's Interest.............................................................................29
           18.13    Validity......................................................................................29
           18.14    Incompetent...................................................................................29
           18.15    Court Order...................................................................................29
           18.16    Distribution in the Event of Taxation.........................................................30
           18.17    Insurance.....................................................................................30
           18.18    Legal Fees to Enforce Rights After Change in Control..........................................30




</TABLE>



                                     -iii-
<PAGE>


REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

                             REPUBLIC SERVICES, INC.
                           DEFERRED COMPENSATION PLAN
                 Amended and Restated Effective November 1, 2003

                                     PURPOSE

         The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated Employees and Directors who contribute
materially to the continued growth, development and future business success of
Republic Services, Inc., a Delaware corporation, and its subsidiaries, if any,
that sponsor this Plan. This Plan shall be unfunded for tax purposes and for
purposes of Title I of ERISA. This Deferred Compensation Plan supersedes in its
entirety the Republic Services, Inc. Deferred Compensation Plan, amended and
restated effective July 1, 2002 (hereinafter, the "Predecessor Plan") for any
and all participants in the Predecessor Plan who are actively employed by any
Employer as of the effective date of this Plan; provided, however, that all
other participants in the Predecessor Plan will continue to be participants in
such Predecessor Plan and will have no rights under this Plan. Any and all
balances accrued by such actively employed participants under the Predecessor
Plan shall be subject to the terms and conditions of this Plan and shall be
referred to as the "Rollover Amount."


                                    ARTICLE 1
                                   DEFINITIONS

         For the purposes of this Plan, unless otherwise clearly apparent from
the context, the following phrases or terms shall have the following indicated
meanings:

1.1      "Account Balance" shall mean, with respect to a Participant, a credit
         on the records of the Employer equal to the sum of (i) the Deferral
         Account balance, (ii) the Company Restoration Matching Account balance,
         (iii) the Restricted Stock Account balance, and (iv) the Stock Option
         Gain Account balance. The Account Balance, and each other specified
         account balance, shall be a bookkeeping entry only and shall be
         utilized solely as a device for the measurement and determination of
         the amounts to be paid to a Participant, or his or her designated
         Beneficiary, pursuant to this Plan.

1.2      "Annual Deferral Amount" shall mean that portion of a Participant's
         Base Salary, Bonus, Commissions, Director Fees and LTIP Amounts that a
         Participant defers in accordance with Article 3 for any one Plan Year.
         In the event of a Participant's Retirement, Disability (if deferrals
         cease in accordance with Section 9.1), death or a Termination of
         Employment prior to the end of a Plan Year, such year's Annual Deferral
         Amount shall be the actual amount withheld prior to such event.

1.3      "Annual Installment Method" shall be an annual installment payment over
         the number of years selected by the Participant in accordance with this
         Plan, calculated as follows: (i) for the first annual installment, the
         vested Account Balance of the Participant shall be calculated as of the
         close of business on or the date on which the Participant Retires or is
         deemed to have Retired in accordance with Section 9.2(c), as determined
         by the Committee in its sole discretion, and (ii) for remaining annual
         installments, the vested Account Balance of the Participant shall be
         calculated on every applicable anniversary of the date on which the
         Participant Retires or is deemed to have Retired in accordance with
         Section 9.2(c). Each annual installment shall be calculated by




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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

         multiplying this balance by a fraction, the numerator of which is one
         and the denominator of which is the remaining number of annual payments
         due the Participant. By way of example, if the Participant elects a ten
         (10) year Annual Installment Method, the first payment shall be 1/10 of
         the vested Account Balance, calculated as described in this definition.
         The following year, the payment shall be 1/9 of the vested Account
         Balance, calculated as described in this definition. Shares of Stock
         that shall be distributable from the Stock Option Gain Account and the
         Restricted Stock Account shall be distributable in shares of actual
         Stock in the same manner previously described. However, the Committee
         may, in its sole discretion, (i) adjust the annual installments in
         order to distribute whole shares of actual Stock and/or (ii) accelerate
         the distribution of such actual shares of Stock by payment of a lump
         sum.

1.4      "Base Salary" shall mean the annual cash compensation relating to
         services performed during any calendar year, excluding distributions
         from nonqualified deferred compensation plans, bonuses, commissions,
         overtime, fringe benefits, stock options, relocation expenses,
         incentive payments, non-monetary awards, director fees and other fees,
         and automobile and other allowances paid to a Participant for
         employment services rendered (whether or not such allowances are
         included in the Employee's gross income). Base Salary shall be
         calculated before reduction for compensation voluntarily deferred or
         contributed by the Participant pursuant to all qualified or
         non-qualified plans of any Employer and shall be calculated to include
         amounts not otherwise included in the Participant's gross income under
         Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans
         established by any Employer; provided, however, that all such amounts
         will be included in compensation only to the extent that had there been
         no such plan, the amount would have been payable in cash to the
         Employee.

1.5      "Beneficiary" shall mean one or more persons, trusts, estates or other
         entities, designated in accordance with Article 11, that are entitled
         to receive benefits under this Plan upon the death of a Participant.

1.6      "Beneficiary Designation Form" shall mean the form established from
         time to time by the Committee that a Participant completes, signs and
         returns to the Committee to designate one or more Beneficiaries.

1.7      "Board" shall mean the board of directors of the Company.

1.8      "Bonus" shall mean any compensation, in addition to Base Salary,
         Commissions and LTIP Amounts, payable to a Participant during a Plan
         Year, under any Employer's bonus and cash incentive plans, excluding
         stock options.

1.9      "Change in Control" shall mean any change in control of the Company of
         a nature which would be required to be reported (a) in response to Item
         6(e) of Schedule 14A of Regulation 14A, as in effect on the effective
         date of this Plan, promulgated under the Securities Exchange Act of
         1934, as amended (the "Exchange Act"), (b) in response to Item 1 of the
         Current Report on Form 8-K, as in effect on the effective date of this
         Plan, promulgated under the Exchange Act, or (c) in any filing by the
         Company with the Securities and Exchange commission; provided, however,
         that without limitation, a Change of Control of the Company shall be
         deemed to have occurred if:

         (i)      Any "person" (as such term is defined in Sections 13(d)(3) and
                  Section 14(d)(3) of the Exchange Act), other than the Company,
                  any majority-owned subsidiary of the Company, or any
                  compensation plan of the Company or any majority-owned
                  subsidiary of the Company, becomes the "beneficial owner" (as
                  such term is defined in Rule 13d-3 of the




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<PAGE>
REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

                  Exchange Act), directly or indirectly, of securities of the
                  Company representing fifty percent (50%) or more of the
                  combined voting power of the Company;

         (ii)     During any period of three consecutive years while this Plan
                  is in effect, the individuals who at the beginning of such
                  period constitute the Board of the Company cease for any
                  reason to constitute at least a majority of such Board, unless
                  the election of each director who was not a director at the
                  beginning of such period has been approved in advance by
                  directors representing at least two-thirds of the directors
                  then in office who were directors at the beginning of such
                  period; or

         (iii)    The shareholders of the Company approve (1) a reorganization,
                  merger, or consolidation with respect to which persons who
                  were the shareholders of the Company immediately prior to such
                  reorganization, merger, or consolidation do not immediately
                  thereafter own more than 50% of the combined voting power
                  entitled to vote generally in the election of the directors of
                  the reorganized, merged or consolidated entity; (2) a
                  liquidation or dissolution of the Company; or (3) the sale of
                  all or substantially all of the assets of the Company or of a
                  subsidiary of the Company that accounts for 30% of the
                  consolidated revenues of the Company, but not including a
                  reorganization, merger or consolidation of the Company.


1.10     "Change in Control Benefit" shall have the meaning set forth in
         Article 6.

1.11     "Claimant" shall have the meaning set forth in Section 16.1.

1.12     "Code" shall mean the Internal Revenue Code of 1986, as it may be
         amended from time to time.

1.13     "Commissions" shall mean the cash commissions payable to a Participant
         by any Employer for services rendered during a Plan Year, excluding
         Bonus, LTIP Amounts or other additional incentives or awards payable to
         the Participant.

1.14     "Committee" shall mean the committee described in Article 14.

1.15     "Company" shall mean Republic Services, Inc., a Delaware corporation,
         and any successor to all or substantially all of the Company's assets
         or business.

1.16     "Company Restoration Matching Account" shall mean (i) that portion of a
         Participant's Rollover Amount which is represented by the Participant's
         aggregate matching contributions described in Section 3.5 of the
         Predecessor Plan, as well as any appreciation (or depreciation)
         specifically attributable to such matching contributions accumulated
         under the Predecessor Plan, plus (ii) the sum of all of a Participant's
         Company Restoration Matching Amounts, plus (iii) amounts credited in
         accordance with all the applicable crediting and debiting provisions of
         this Plan that relate to the Participant's Company Restoration Matching
         Account, less (iv) all distributions made to the Participant or his or
         her Beneficiary pursuant to this Plan that relate to the Participant's
         Company Restoration Matching Account.

1.17     "Company Restoration Matching Amount" shall mean, for any one Plan
         Year, the amount determined in accordance with Section 3.6.

1.18     "Deferral Account" shall mean (i) that portion of a Participant's
         Rollover Amount which is represented by the Participant's aggregate
         deferral contributions described in Section 1.18 of the




                                      -3-
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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

         Predecessor Plan, as well as any appreciation (or depreciation)
         specifically attributable to such deferral contributions accumulated
         under the Predecessor Plan, plus (ii) the sum of all of a Participant's
         Annual Deferral Amounts, plus (iii) amounts credited in accordance with
         all the applicable crediting and debiting provisions of this Plan that
         relate to the Participant's Deferral Account, less (iv) all
         distributions made to the Participant or his or her Beneficiary
         pursuant to this Plan that relate to his or her Deferral Account.

1.19     "Director" shall mean any member of the board of directors of any
         Employer.

1.20     "Director Fees" shall mean the annual fees paid by any Employer,
         including retainer fees and meeting fees, as compensation for serving
         on the board of directors.

1.21     "Disability" or "Disabled" shall mean a determination that a
         Participant is disabled made by either (i) the carrier of any
         individual or group disability insurance policy, sponsored by the
         Participant's Employer, or (ii) the Social Security Administration.
         Upon request by the Employer, the Participant must submit proof of the
         carrier's or Social Security Administration's determination.

1.22     "Disability Benefit" shall mean the benefit set forth in Article 9.

1.23     "Election Form" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

1.24     "Eligible Stock Option" shall mean one or more non-qualified stock
         option(s) (including incentive stock options disqualified as such and
         treated as non-qualified options under the Code) selected by the
         Committee in its sole discretion and exercisable under a plan or
         arrangement of Republic Services, Inc. or any Employer permitting a
         Participant under this Plan to defer gain with respect to such option.

1.25     "Employee" shall mean a person who is an employee of any Employer.

1.26     "Employer(s)" shall mean the Company and/or any of its subsidiaries
         (now in existence or hereafter formed or acquired) that have been
         selected by the Board to participate in the Plan and have adopted the
         Plan as a sponsor.

1.27     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it may be amended from time to time.

1.28     "401(k) Plan" shall be that certain Republic Services 401(k) Plan,
         dated April 1, 1999 adopted by the Company.

1.29     "In-Service Distribution" shall mean the distribution set forth in
         Section 5.1.

1.30     "LTIP Amounts" shall mean any compensation payable to a Participant,
         whether in the form of cash or Stock, as an Employee under any
         Employer's long-term incentive plan or any other long-term incentive
         arrangement designated by the Committee.

1.31     "Participant" shall mean any Employee or Director (i) who is selected
         to participate in the Plan, (ii) who elects to participate in the Plan,
         (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, (iv) whose signed Plan Agreement, Election Form and
         Beneficiary Designation Form are accepted by the Committee, (v) who
         commences participation in the Plan, and (vi) whose Plan Agreement has
         not terminated. A spouse or former spouse of a Participant shall not be
         treated as a Participant in the Plan or have an account balance under
         the




                                      -4-
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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

         Plan, even if he or she has an interest in the Participant's benefits
         under the Plan as a result of applicable law or property settlements
         resulting from legal separation or divorce.

1.32     "Plan" shall mean the Republic Services, Inc. Deferred Compensation
         Plan, which shall be evidenced by this instrument and by each Plan
         Agreement, as they may be amended from time to time.

1.33     "Plan Agreement" shall mean a written agreement, as may be amended from
         time to time, which is entered into by and between an Employer and a
         Participant. Each Plan Agreement executed by a Participant and the
         Participant's Employer shall provide for the entire benefit to which
         such Participant is entitled under the Plan; should there be more than
         one Plan Agreement, the Plan Agreement bearing the latest date of
         acceptance by the Employer shall supersede all previous Plan Agreements
         in their entirety and shall govern such entitlement. The terms of any
         Plan Agreement may be different for any Participant, and any Plan
         Agreement may provide additional benefits not set forth in the Plan or
         limit the benefits otherwise provided under the Plan; provided,
         however, that any such additional benefits or benefit limitations must
         be agreed to by both the Employer and the Participant.

1.34     "Plan Year" shall mean a period beginning on January 1 of each calendar
         year and continuing through December 31 of such calendar year.

1.35     "Qualifying Gain" shall mean the incremental value inuring to a
         Participant upon the exercise of an Eligible Stock Option, using a
         Stock-for-Stock payment method, during any Plan Year. For purposes of
         this section, the phrase "Stock-for-Stock payment method" shall, in all
         events, be limited to the Participant's delivery of a properly executed
         statement in which he or she attests to ownership of the number of
         shares required to exercise the Eligible Stock Option, rather than
         actual delivery of such shares. Such incremental value shall be
         deliverable to the Participant in the form of additional shares of
         Stock and shall be computed as follows: (i) the total fair market value
         of the shares of Stock held/acquired as a result of the exercise of an
         Eligible Stock Option using a Stock-for-Stock payment method, minus
         (ii) the total exercise price. For example, assume a Participant elects
         to exercise an Eligible Stock Option to purchase 1,000 shares of Stock
         at an exercise price of $20 per share (i.e., a total exercise price of
         $20,000), when the Stock has a current fair market value of $25 per
         share (i.e., a total current fair market value of $25,000) and elects
         to defer one hundred (100) percent of the Qualifying Gain (i.e.,
         $5,000). Using the Stock-for-Stock payment method, the Participant
         would deliver a properly executed statement attesting to ownership of
         800 shares of Stock (worth $20,000 at exercise) to exercise the
         Eligible Stock Option and would receive, in return, a Qualifying Gain,
         in the form of an unfunded and unsecured promise by the Company for 200
         shares of Stock in the future (worth $5,000 at exercise). The number of
         additional shares of Stock deliverable to the Participant in the future
         as a result of the Qualifying Gain shall be fixed and determined as of
         the date of the exercise of the Eligible Stock Option using the closing
         price of the Stock as of the end of the business day closest to the
         date of such exercise.

1.36     "Restricted Stock" shall mean rights to receive unvested shares of
         restricted stock selected by the Committee in its sole discretion and
         awarded to the Participant under any Republic Services, Inc. stock
         incentive plan.

1.37     "Restricted Stock Account" shall mean the aggregate value, measured on
         any given date, of (i) the number of shares of Restricted Stock
         deferred by a Participant as a result of all Restricted



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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

         Stock Amounts, plus (ii) the number of additional shares credited as a
         result of the deemed reinvestment of dividends in accordance with all
         of the applicable crediting provisions of the Republic Services, Inc.
         Stock Unit Fund I that relate to the Participant's Restricted Stock
         Account, less (iii) the number of shares of Restricted Stock previously
         distributed to the Participant or his or her Beneficiary pursuant to
         this Plan, subject in each case to any adjustments to the number of
         such shares determined by the Committee with respect to the Republic
         Services, Inc. Stock Unit Fund I pursuant to Section 3.10. This portion
         of the Participant's Account Balance shall only be distributable in
         actual shares of Stock.

1.38     "Restricted Stock Amount" shall mean, with respect to a Participant for
         any one Plan Year, the amount of Restricted Stock deferred in
         accordance with Section 3.6 of this Plan, calculated using the closing
         price of Stock at the end of the business day closest to the date such
         Restricted Stock would otherwise vest, but for the election to defer.
         In the event of a Participant's Retirement, Disability (if deferrals
         cease in accordance with Section 9.1), death or a Termination of
         Employment prior to the end of a Plan Year, such year's Restricted
         Stock Amount shall be the actual amount withheld prior to such event.

1.39     "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
         Employee, severance from employment from all Employers for any reason
         other than a leave of absence, death or Disability on or after the
         earlier of the attainment of (a) age sixty-five (65) or (b) age
         fifty-five (55) with six (6) Years of Service; and shall mean with
         respect to a Director who is not an Employee, severance of his or her
         directorships with all Employers on or after the later of (y) the
         attainment of age sixty-five (65), or (z) in the sole discretion of the
         Committee, an age later than age sixty-five (65). If a Participant is
         both an Employee and a Director, Retirement shall not occur until he or
         she Retires as both an Employee and a Director, which Retirement shall
         be deemed to be a Retirement as a Director; provided, however, that
         such a Participant may elect, at least three years prior to Retirement
         and in accordance with the policies and procedures established by the
         Committee, to Retire for purposes of this Plan at the time he or she
         Retires as an Employee, which Retirement shall be deemed to be a
         Retirement as an Employee.

1.40     "Retirement Benefit" shall mean the benefit set forth in Article 7.

1.41     "Rollover Amount" shall mean the amount determined in accordance with
         Section 3.5.

1.42     "Stock" shall mean Republic Services, Inc. common stock, $.01 par
         value, or any other equity securities of the Company designated by the
         Committee.

1.43     "Stock Option Gain Account" shall mean the aggregate value, measured on
         any given date, of (i) the number of shares of Stock deferred by a
         Participant as a result of all Stock Option Gain Amounts, plus (ii) the
         number of additional shares credited as a result of the deemed
         reinvestment of dividends in accordance with all of the applicable
         crediting provisions of the Republic Services, Inc. Stock Unit Fund I
         that relate to the Participant's Stock Option Gain Account, less (iii)
         the number of such shares of Stock previously distributed to the
         Participant or his or her Beneficiary pursuant to this Plan, subject in
         each case to any adjustments to the number of such shares determined by
         the Committee with respect to the Republic Services, Inc. Stock Unit
         Fund I pursuant to Section 3.10. This portion of the Participant's
         Account Balance shall only be distributable in actual shares of Stock.

1.44     "Stock Option Gain Amount" shall mean, with respect to a Participant
         for any one Plan Year, the portion of Qualifying Gains deferred with
         respect to an Eligible Stock Option exercise, in



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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

         accordance with Section 3.8 of this Plan. In the event of a
         Participant's Retirement, Disability (if deferrals cease in accordance
         with Section 9.1), death or a Termination of Employment prior to the
         end of a Plan Year, such year's Stock Option Gain Amount shall be the
         actual amount withheld prior to such event.

1.45      "Survivor Benefit" shall mean the benefit set forth in Article 10.

1.46     "Termination Benefit" shall mean the benefit set forth in Article 8.

1.47     "Termination of Employment" shall mean the severing of employment with
         all Employers, or service as a Director of all Employers, voluntarily
         or involuntarily, for any reason other than Retirement, Disability,
         death or an authorized leave of absence. If a Participant is both an
         Employee and a Director, a Termination of Employment shall occur only
         upon the termination of the last position held; provided, however, that
         such a Participant may elect, at least three years before Termination
         of Employment and in accordance with the policies and procedures
         established by the Committee, to be treated for purposes of this Plan
         as having experienced a Termination of Employment at the time he or she
         ceases employment with an Employer as an Employee.

1.48     "Trust" shall mean one or more trusts established by the Company in
         accordance with Article 17.

1.49     "Unforeseeable Financial Emergency" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant resulting from (i) a sudden and unexpected illness or
         accident of the Participant or a dependent of the Participant, (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary and unforeseeable circumstances arising as a result of
         events beyond the control of the Participant, all as determined in the
         sole discretion of the Committee.

1.50     "Years of Service" shall mean (i) the total number of full years in
         which a Participant has been employed by one or more Employers, plus
         (ii) the total number of full years in which a Participant was employed
         by an entity acquired by the Company, as determined by the Committee in
         its sole discretion; provided, however, that such Participants will
         only receive credit for an uninterrupted period of service which
         immediately precedes the Participant's date of hire with an Employer.
         For purposes of this definition, a year of employment shall be a 365
         day period (or 366 day period in the case of a leap year) that, for the
         first year of employment, commences on the Employee's date of hiring
         and that, for any subsequent year, commences on an anniversary of that
         hiring date. The Committee shall make a determination as to whether any
         partial year of employment shall be counted as a Year of Service.


                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1      SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
         select group of management and highly compensated Employees and
         Directors of the Employer, as determined by the Committee in its sole
         discretion. From that group, the Committee shall select, in its sole
         discretion, Employees and Directors to participate in the Plan.




                                      -7-
<PAGE>
REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

2.2      ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
         Employee or Director shall complete, execute and return to the
         Committee a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, all within thirty (30) days after he or she is
         selected to participate in the Plan. In addition, the Committee shall
         establish from time to time such other enrollment requirements as it
         determines in its sole discretion are necessary.

2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee or
         Director selected to participate in the Plan has met all enrollment
         requirements set forth in this Plan and required by the Committee,
         including returning all required documents to the Committee within the
         specified time period, that Employee or Director shall commence
         participation in the Plan on the first day of the month following the
         month in which the Employee or Director completes all enrollment
         requirements. If an Employee or a Director fails to meet all such
         requirements within the period required, in accordance with Section
         2.2, that Employee or Director shall not be eligible to participate in
         the Plan until the first day of the Plan Year following the delivery to
         and acceptance by the Committee of the required documents.

2.4      TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
         determines in good faith that a Participant no longer qualifies as a
         member of a select group of management or highly compensated employees,
         as membership in such group is determined in accordance with Sections
         201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
         right, in its sole discretion, to (i) terminate any deferral election
         the Participant has made for the remainder of the Plan Year in which
         the Participant's membership status changes, (ii) prevent the
         Participant from making future deferral elections and/or (iii)
         immediately distribute the Participant's then vested Account Balance as
         a Termination Benefit and terminate the Participant's participation in
         the Plan.


                                    ARTICLE 3
   DEFERRAL COMMITMENTS/COMPANY RESTORATION MATCHING AMOUNTS/RESTRICTED STOCK
           AMOUNTS/STOCK OPTION GAIN AMOUNTS/VESTING/CREDITING/TAXES

3.1      MINIMUM DEFERRALS.

         (a)      ANNUAL DEFERRAL AMOUNT. For each Plan Year, a Participant may
                  elect to defer, as his or her Annual Deferral Amount, Base
                  Salary, Bonus, Commissions, LTIP Amounts and/or Director Fees
                  in the following minimum amounts for each deferral elected:

                          Deferral                           Minimum Amount
                          --------                           --------------
                    Base Salary, Bonus,
                    Commissions and/or LTIP
                    Amounts                                  $1,000 aggregate

                    Director Fees                                $1,000


                  If an election is made for less than the stated minimum
                  amounts, or if no election is made, the amount deferred shall
                  be zero.

         (b)      RESTRICTED STOCK AMOUNT. For each grant of Restricted Stock, a
                  Participant may elect to defer, as his or her Restricted Stock
                  Amount, Restricted Stock in the following minimum amount:


                                      -8-
<PAGE>
REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

                          Deferral                         Minimum Percentage
                          --------                         ------------------
                       Restricted Stock                           0%

                  If no election is made, the amount deferred shall be zero.

         (c)      STOCK OPTION GAIN AMOUNT. For each Eligible Stock Option, a
                  Participant may elect to defer, as his or her Stock Option
                  Gain Amount, the following minimum percentage of Qualifying
                  Gain with respect to exercise of the Eligible Stock Option:

                          Deferral                         Minimum Percentage
                          --------                         ------------------
                       Qualifying Gain                            0%

                  If no election is made, the amount deferred shall be zero.

         (d)      SHORT PLAN YEAR. Notwithstanding the foregoing, if a
                  Participant first becomes a Participant after the first day of
                  a Plan Year, the minimum Annual Deferral Amount shall be an
                  amount equal to the minimum set forth above, multiplied by a
                  fraction, the numerator of which is the number of complete
                  months remaining in the Plan Year and the denominator of which
                  is 12.

3.2      MAXIMUM DEFERRAL.

         (a)      ANNUAL DEFERRAL AMOUNT. For each Plan Year, a Participant may
                  elect to defer, as his or her Annual Deferral Amount, Base
                  Salary, Bonus, Commissions, LTIP Amounts and/or Director Fees
                  up to the following maximum percentages for each deferral
                  elected:

                          Deferral                           Maximum Amount
                          --------                           --------------
                        Base Salary                               90%
                        Bonus                                     90%
                        Commissions                               90%
                        LTIP Amounts                              90%
                        Director Fees                            100%

         (b)      RESTRICTED STOCK AMOUNT. For each grant of Restricted Stock, a
                  Participant may elect to defer, as his or her Restricted Stock
                  Amount, Restricted Stock in the following maximum percentage:

                          Deferral                         Minimum Percengage
                          --------                         ------------------
                       Restricted Stock                           100%

         (c)      STOCK OPTION GAIN AMOUNT. For each Eligible Stock Option, a
                  Participant may elect to defer, as his or her Stock Option
                  Gain Amount, Qualifying Gain up to the following maximum
                  percentage with respect to exercise of the Eligible Stock
                  Option:

                          Deferral                         Maximum Percentage
                          --------                         ------------------
                      Qualifying Gain                             100%




                                      -9-
<PAGE>
REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

                  Stock Option Gain Amounts may also be limited by other terms
                  or conditions set forth in the stock option plan or agreement
                  under which such options are granted.

         (d)      SHORT PLAN YEAR. Notwithstanding the foregoing, if a
                  Participant first becomes a Participant after the first day of
                  a Plan Year, the maximum Annual Deferral Amount (i) with
                  respect to Base Salary and Director Fees shall be limited to
                  the amount of compensation not yet earned by the Participant
                  as of the date the Participant submits a Plan Agreement and
                  Election Form to the Committee for acceptance, and (ii) with
                  respect to Bonus, LTIP Amounts and Commissions shall be
                  limited to those amounts deemed eligible for deferral, in the
                  sole discretion of the Committee.

3.3      ELECTION TO DEFER; EFFECT OF ELECTION FORM.

         (a)      FIRST PLAN YEAR. In connection with a Participant's
                  commencement of participation in the Plan, the Participant
                  shall complete (i) an irrevocable election to defer Base
                  Salary, Bonus, Commissions, LTIP Amounts and/or Director Fees
                  for the Plan Year in which the Participant commences
                  participation in the Plan, and (ii) such other elections as
                  the Committee deems necessary or desirable under the Plan. For
                  these elections to be valid, the Election Form must be
                  completed and signed by the Participant, timely delivered to
                  the Committee (in accordance with Section 2.2 above) and
                  accepted by the Committee. A Participant's election to defer
                  Base Salary, Bonus, Commissions, LTIP Amounts and/or Director
                  Fees shall not expire at the end of the Plan Year in which
                  such Participant commences Participation in the Plan, but
                  rather shall remain in effect for each subsequent Plan Year
                  unless modified by the Participant in accordance with Section
                  3.3(b).

         (b)      SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, any
                  Participant who wishes to modify his or her deferral election
                  described in Section 3.3(a) above, shall complete an
                  irrevocable election to defer Base Salary, Bonus, Commissions,
                  LTIP Amounts and/or Director Fees, by timely delivering a new
                  Election Form to the Committee, in accordance with its rules
                  and procedures, before the end of the Plan Year preceding the
                  Plan Year for which the election is made. If a Participant
                  does not submit an election to defer Base Salary, Bonus,
                  Commissions, LTIP Amounts and/or Director Fees in accordance
                  with this Section 3.3(b), the Participant's existing election
                  to defer Base Salary, Bonus, Commissions, LTIP Amounts and/or
                  Director Fees, if any, shall remain in effect for such Plan
                  Year.

         (c)      RESTRICTED STOCK DEFERRAL. For an election to defer Restricted
                  Stock to be valid: (i) a separate irrevocable Election Form
                  must be completed and signed by the Participant, with respect
                  to such Restricted Stock; and (ii) such Election Form must be
                  timely delivered to the Committee and accepted by the
                  Committee at least six (6) months prior to the date such
                  Restricted Stock vests under the terms of the Republic
                  Services, Inc. stock incentive plan.

         (d)      STOCK OPTION GAIN DEFERRAL.

                  (i)      For an election to defer gain upon the exercise of an
                           Eligible Stock Option exercise to be valid: (i) a
                           separate Election Form must be completed and signed
                           by the Participant with respect to the Eligible Stock
                           Option; (ii) such election must be irrevocable; (iii)
                           the executed Election Form must be timely delivered
                           to the Committee or its designee at least six (6)
                           months prior to the date the



                                      -10-
<PAGE>
REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

                           Participant elects to exercise the Eligible Stock
                           Option; (iv) the Participant must agree not to
                           exercise the Eligible Stock Option prior to six (6)
                           months from the date the executed, irrevocable
                           Election Form is submitted to the Committee or its
                           designee; (v) the Eligible Stock Option must be
                           exercised using the "Stock-for-Stock payment method";
                           and (vi) the Stock constructively delivered by the
                           Participant to exercise the Eligible Stock Option
                           must have been owned by the Participant during the
                           entire six (6) month period prior to its delivery
                           and/or otherwise qualify the Eligible Stock Option
                           for favorable accounting treatment, as determined in
                           the sole discretion of the Committee.

                  (ii)     Notwithstanding any other provision of this Plan to
                           the contrary, (i) an Eligible Stock Option may be
                           exercised prior to the end of the six (6) month
                           period following the date on which the executed
                           Election Form is delivered to the Committee or its
                           designee, and (ii) the resulting Qualifying Gain will
                           not be deferred into this Plan, if (a) a Change in
                           Control occurs, or (b) the Participant Retires, dies
                           while an Employee or Director, or experiences a
                           Termination of Employment, and the Eligible Stock
                           Option would otherwise expire prior to the end of the
                           six (6) month period following the date on which the
                           executed Election Form was delivered to the Committee
                           or its designee.

3.4      WITHHOLDING AND CREDITING OF ANNUAL DEFERRAL AMOUNTS. For each Plan
         Year, the Base Salary portion of the Annual Deferral Amount shall be
         withheld from each regularly scheduled Base Salary payroll in equal
         amounts, as adjusted from time to time for increases and decreases in
         Base Salary. The Bonus, Commissions, LTIP Amounts and/or Director Fees
         portion of the Annual Deferral Amount shall be withheld at the time the
         Bonus, Commissions, LTIP Amounts or Director Fees are or otherwise
         would be paid to the Participant, whether or not this occurs during the
         Plan Year itself. Annual Deferral Amounts shall be credited to a
         Participant's Deferral Account at the time such amounts would otherwise
         have been paid to the Participant.

3.5      ROLLOVER AMOUNT. With respect to Participants who participated in the
         Predecessor Plan and who are active Employees as of the effective date
         of this Plan, an amount equal to their "account" as set forth in such
         Predecessor Plan, valued as of the effective date of this Plan, shall
         be the Rollover Amount. The Rollover Amount shall be comprised of
         elective deferrals and company contributions accumulated under the
         Predecessor Plan, and shall retain their character as elective
         deferrals and company contributions under this Plan. Such Rollover
         Amount shall be credited to the Participant's Deferral Account and
         Company Restoration Matching Account, as applicable, under this Plan on
         the effective date of this Plan and shall be subject to the terms and
         conditions of this Plan. Any Participant with a Rollover Amount shall
         have no right to demand distribution of such amounts other than as
         specifically provided for herein; provided, however, that any
         "in-service distribution" elections made by the Participant under the
         Predecessor Plan shall apply to the Rollover Amount under this Plan.

3.6      COMPANY RESTORATION MATCHING AMOUNT.

         (a)      EMPLOYEES. A Participant who is an Employee is eligible to
                  receive a Company Restoration Matching Amount for each Plan
                  Year if (i) such Participant's combined Base Salary,
                  Commissions and Bonus for such Plan Year equals or exceeds the
                  compensation limit set forth in Codess.401(a)(17), and (ii)
                  such Participant has contributed, to the



                                      -11-
<PAGE>
REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

                  401(k) Plan, the maximum amount a "highly compensated
                  employee" (as such term is defined in the 401(k) Plan) is
                  allowed to contribute pursuant to the provisions of the 401(k)
                  Plan. Such eligible Participant's Company Restoration Matching
                  Amount for any Plan Year shall be calculated as of the last
                  day of each Plan Year and shall be represented by a number of
                  shares of Stock equal to the value of (a) fifty percent (50%)
                  of the Participant's Annual Deferral Amount in this Plan and
                  the Participant's contributions to the 401(k) Plan, up to a
                  maximum under this clause (a) of fifty percent (50%) of four
                  percent (4%) of the Participant's Base Salary, Commissions and
                  Bonus, combined, reduced by (b) the amount of the "match" the
                  Company makes to the Participant during such Plan Year under
                  the 401(k) Plan. The number of shares of Stock so credited to
                  a Participant under this Plan shall be for that Participant
                  the Company Restoration Matching Amount for that Plan Year and
                  shall be credited to the Participant's Company Restoration
                  Matching Account during the first quarter of the following
                  Plan Year, on a date or dates to be determined by the
                  Committee, in its sole discretion.

         (b)      DIRECTORS. A Participant who is a Director is eligible to
                  receive a Company Restoration Matching Amount for each Plan
                  Year. Such Participant's Annual Restoration Matching Amount
                  for any Plan Year shall be calculated as of the last day of
                  each Plan Year and shall be represented by a number of shares
                  of Stock equal to the value of fifty percent (50%) of the
                  Participant's Annual Deferral Amount in this Plan, up to a
                  maximum of four percent (4%) of the Participant's Directors
                  Fees. The number of shares of Stock so credited to a
                  Participant under this Plan shall be for that Participant the
                  Company Restoration Matching Amount for that Plan Year and
                  shall be credited to the Participant's Company Restoration
                  Matching Account during the first quarter of the following
                  Plan Year, on a date or dates to be determined by the
                  Committee, in its sole discretion.

3.7      RESTRICTED STOCK AMOUNT. Subject to any terms and conditions imposed by
         the Committee, Participants may elect to defer, under the Plan,
         Restricted Stock, which amount shall be for that Participant the
         Restricted Stock Amount for that Plan Year. The portion of any
         Restricted Stock deferred shall, at the time the Restricted Stock would
         otherwise vest under the terms of the Republic Services, Inc. stock
         incentive plan, but for the election to defer, be reflected on the
         books of the Company as an unfunded, unsecured promise to deliver to
         the Participant a specific number of actual shares of Stock in the
         future.

3.8      STOCK OPTION GAIN AMOUNT. Subject to any terms and conditions imposed
         by the Committee, Participants may elect to defer, under the Plan, all
         or some portion of Qualifying Gains attributable to an Eligible Stock
         Option exercise, which amount shall be for that Participant the Stock
         Option Gain Amount for that Plan Year. The portion of any Qualifying
         Gains shall be reflected on the books of the Company as an unfunded,
         unsecured promise to deliver to the Participant a specific number of
         actual shares of Stock in the future. Such shares of Stock would
         otherwise have been delivered to the Participant, pursuant to the
         Eligible Stock Option exercise, but for the Participant's election to
         defer.

3.9      VESTING.

         A Participant shall at all times be 100% vested in his or her Deferral
         Account, Restricted Stock Account, Stock Option Gain Account and
         Company Restoration Matching Account.



                                      -12-
<PAGE>

REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

3.10     CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
         to, the rules and procedures that are established from time to time by
         the Committee, in its sole discretion, amounts shall be credited or
         debited to a Participant's Account Balance in accordance with the
         following rules:

         (a)      MEASUREMENT FUNDS. Subject to the restrictions found in
                  Section 3.10(c) below, the Participant may elect one or more
                  of the measurement funds selected by the Committee, in its
                  sole discretion, which are based on certain mutual funds (the
                  "Measurement Funds"), for the purpose of crediting or debiting
                  additional amounts to his or her Account Balance. As
                  necessary, the Committee may, in its sole discretion,
                  discontinue, substitute or add a Measurement Fund. Each such
                  action will take effect as of the first day of the first
                  calendar quarter that begins at least thirty (30) days after
                  the day on which the Committee gives Participants advance
                  written notice of such change.

         (b)      ELECTION OF MEASUREMENT FUNDS. Subject to the restrictions
                  found in Section 3.10(c) below, a Participant, in connection
                  with his or her initial deferral election in accordance with
                  Section 3.3(a) above, shall elect, on the Election Form, one
                  or more Measurement Fund(s) (as described in Section 3.10(a)
                  above) to be used to determine the amounts to be credited or
                  debited to his or her Account Balance. If a Participant does
                  not elect any of the Measurement Funds as described in the
                  previous sentence, the Participant's Account Balance shall
                  automatically be allocated into the lowest-risk Measurement
                  Fund, as determined by the Committee, in its sole discretion.
                  Subject to the restrictions found in Section 3.10(c) below,
                  the Participant may (but is not required to) elect, by
                  submitting an Election Form to the Committee that is accepted
                  by the Committee, to add or delete one or more Measurement
                  Fund(s) to be used to determine the amounts to be credited or
                  debited to his or her Account Balance, or to change the
                  portion of his or her Account Balance allocated to each
                  previously or newly elected Measurement Fund. If an election
                  is made in accordance with the previous sentence, it shall
                  apply as of the first business day deemed reasonably
                  practicable by the Committee, in its sole discretion, and
                  shall continue thereafter for each subsequent day in which the
                  Participant participates in the Plan, unless changed in
                  accordance with the previous sentence; PROVIDED, HOWEVER, if
                  the Participant's election includes the allocation or
                  re-allocation of amounts to or from the Republic Services,
                  Inc. Stock Unit Fund II, the Committee may, in its sole
                  discretion, process any portion of the Participant's Election
                  Form which allocates and/or re-allocates such amounts to or
                  from any Measurement Fund other than the Republic Services,
                  Inc. Stock Unit Fund II, while postponing the processing of
                  any portion of the Participant's Election Form which allocates
                  and/or reallocates such amounts to or from the Republic
                  Services, Inc. Stock Unit Fund II, as more fully described in
                  Section 3.10(c)(ii).

         (c)      REPUBLIC SERVICES, INC. STOCK UNIT FUND I AND II.

                  (i)      REPUBLIC SERVICES, INC. STOCK UNIT FUND I. A
                           Participant's Restricted Stock Account, Stock Option
                           Gain Account, Company Restoration Matching Account
                           and those LTIP Amounts that are payable in Stock will
                           be automatically and irrevocably allocated to the
                           Republic Services, Inc. Stock Unit Fund I Measurement
                           Fund. Participants may not select any other
                           Measurement Fund to be used to determine the amounts
                           to be credited or debited to their Restricted Stock
                           Account, Stock Option Gain Account, Company
                           Restoration Matching



                                      -13-
<PAGE>

REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

                           Account or those LTIP Amounts that are payable in
                           Stock. Furthermore, no other portion of the
                           Participant's Account Balance can be either initially
                           allocated or re-allocated to the Republic Services,
                           Inc. Stock Unit Fund I Measurement Fund.
                           Notwithstanding anything to the contrary contained in
                           this Section 3.10, the Committee may, in its sole
                           discretion postpone any transfer which would
                           otherwise be made in any period in which the
                           Participant would be prohibited (by Company policy or
                           otherwise) from acquiring or disposing of the
                           Company's equity securities until after such period
                           has expired.

                  (ii)     REPUBLIC SERVICES, INC. STOCK UNIT FUND II. A
                           Participant may elect to allocate any portion of his
                           or her future Annual Deferral Amounts, and/or
                           re-allocate any portion of his or her Account Balance
                           to the Republic Services, Inc. Stock Unit Fund II
                           Measurement Fund. However, if a Participant elects to
                           allocate such amounts to the Republic Services, Inc.
                           Stock Unit Fund II, then such amounts will be (A)
                           initially allocated to the lowest-risk Measurement
                           Fund, as determined by the Committee, in its sole
                           discretion, and (B) transferred from the lowest-risk
                           Measurement Fund to the Republic Services, Inc. Stock
                           Unit Fund II on or around the last business day of
                           any calendar month, as determined by the Committee,
                           in its sole discretion. Similarly, any elections to
                           transfer amounts from the Republic Services, Inc.
                           Stock Unit Fund II to any other Measurement Fund
                           shall be processed on or around the last business day
                           of the calendar month as determined by the Committee,
                           in its sole discretion. Notwithstanding anything to
                           the contrary contained in this Section 3.10, the
                           Committee may, in its sole discretion postpone any
                           transfer which would otherwise be made in any period
                           in which the Participant would be prohibited (by
                           Company policy or otherwise) from acquiring or
                           disposing of the Company's equity securities until
                           after such period has expired.

                  (iii)    Any stock dividends, cash dividends or other non-cash
                           dividends that would have been payable on the Stock
                           credited to a Participant's Account Balance shall be
                           credited to the Participant's Account Balance in the
                           form of additional shares of Stock and shall
                           automatically and irrevocably be deemed to be
                           re-invested in the Republic Services, Inc. Stock Unit
                           Fund I or II, as applicable, until such amounts are
                           distributed to the Participant. The number of shares
                           credited to the Participant for a particular stock
                           dividend shall be equal to (a) the number of shares
                           of Stock credited to the Participant's Account
                           Balance as of the payment date for such dividend in
                           respect of each share of Stock, multiplied by (b) the
                           number of additional shares of Stock actually paid as
                           a dividend in respect of each share of Stock. The
                           number of shares credited to the Participant for a
                           particular cash dividend or other non-cash dividend
                           shall be equal to (a) the number of shares of Stock
                           credited to the Participant's Account Balance as of
                           the payment date for such dividend in respect of each
                           share of Stock, multiplied by (b) the fair market
                           value of the dividend, divided by (c) the "fair
                           market value" of the Stock on the payment date for
                           such dividend.

                  (iv)     The number of shares of Stock credited to the
                           Participant's Account Balance may be adjusted by the
                           Committee, in its sole discretion, to prevent
                           dilution or



                                      -14-
<PAGE>
REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

                           enlargement of Participants' rights with respect to
                           the portion of his or her Account Balance allocated
                           to the Republic Services, Inc. Stock Unit Fund I or
                           II, as applicable, in the event of any
                           reorganization, reclassification, stock split, or
                           other unusual corporate transaction or event which
                           affects the value of the Stock, provided that any
                           such adjustment shall be made taking into account any
                           crediting of shares of Stock to the Participant under
                           Section 3.10.

                  (v)      For purposes of this Section 3.10(c) the fair market
                           value of the Stock shall be determined by the
                           Committee in its sole discretion.

         (d)      PROPORTIONATE ALLOCATION. In making any election described in
                  Section 3.10(b) above, the Participant shall specify on the
                  Election Form, in increments of one percent (1%), the
                  percentage of his or her Account Balance to be allocated to a
                  Measurement Fund (as if the Participant was making an
                  investment in that Measurement Fund with that portion of his
                  or her Account Balance).

         (e)      CREDITING OR DEBITING METHOD. The performance of each
                  Measurement Fund (either positive or negative) will be
                  determined by the Committee, in its sole discretion on a daily
                  basis based on the manner in which such Participant's Account
                  Balance has been hypothetically allocated among the
                  Measurement Funds by the Participant.

         (f)      NO ACTUAL INVESTMENT. Notwithstanding any other provision of
                  this Plan that may be interpreted to the contrary, the
                  Measurement Funds are to be used for measurement purposes
                  only, and a Participant's election of any such Measurement
                  Fund, the allocation of his or her Account Balance thereto,
                  the calculation of additional amounts and the crediting or
                  debiting of such amounts to a Participant's Account Balance
                  SHALL NOT be considered or construed in any manner as an
                  actual investment of his or her Account Balance in any such
                  Measurement Fund. In the event that the Company or the Trustee
                  (as that term is defined in the Trust), in its own discretion,
                  decides to invest funds in any or all of the investments on
                  which the Measurement Funds are based, no Participant shall
                  have any rights in or to such investments themselves. Without
                  limiting the foregoing, a Participant's Account Balance shall
                  at all times be a bookkeeping entry only and shall not
                  represent any investment made on his or her behalf by the
                  Company or the Trust; the Participant shall at all times
                  remain an unsecured creditor of the Company.

3.11     FICA AND OTHER TAXES.

         (a)      ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
                  Deferral Amount is being withheld from a Participant, the
                  Participant's Employer(s) shall withhold from that portion of
                  the Participant's Base Salary, Bonus, Commissions and LTIP
                  Amounts that are not being deferred, in a manner determined by
                  the Employer(s), the Participant's share of FICA and other
                  employment taxes on such Annual Deferral Amount. If necessary,
                  the Committee may reduce the Annual Deferral Amount in order
                  to comply with this Section 3.11.

         (b)      COMPANY RESTORATION MATCHING ACCOUNT. For each Plan Year in
                  which a Company Restoration Matching Amount is being credited
                  to a Participant's Company Restoration Matching Account, the
                  Participant's Employer(s) shall withhold from the
                  Participant's Base Salary, Bonus, Commissions and/or LTIP
                  Amounts that are not deferred, in a manner determined by the
                  Employer(s), the Participant's share of FICA and other




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                  employment taxes on such Company Restoration Matching Amount,
                  as applicable. If necessary, the Committee may reduce the
                  vested portion of the Participant's Company Restoration
                  Matching Account in order to comply with this Section 3.11.

         (c)      RESTRICTED STOCK AMOUNTS AND STOCK OPTION GAIN AMOUNTS. For
                  each Plan Year in which an Restricted Stock Amount or Stock
                  Option Gain Amount is being first withheld from a Participant,
                  the Participant's Employer(s) shall withhold from that portion
                  of the Participant's Base Salary, Bonus, Commissions, LTIP
                  Amounts, Restricted Stock and Qualifying Gains that are not
                  being deferred, in a manner determined by the Employer(s), the
                  Participant's share of FICA and other employment taxes on such
                  Stock Option Gain Amount or Restricted Stock Amount. If
                  necessary, the Committee may reduce the Stock Option Gain
                  Amount or the Restricted Stock Amount in order to comply with
                  this Section 3.11.

         (d)      DISTRIBUTIONS. The Participant's Employer(s), or the trustee
                  of the Trust, shall withhold from any payments made to a
                  Participant under this Plan all federal, state and local
                  income, employment and other taxes required to be withheld by
                  the Employer(s), or the trustee of the Trust, in connection
                  with such payments, in amounts and in a manner to be
                  determined in the sole discretion of the Employer(s) and the
                  trustee of the Trust.


                                    ARTICLE 4
                              DEDUCTION LIMITATION

4.1      DEDUCTION LIMITATION ON BENEFIT PAYMENTS. If an Employer determines in
         good faith prior to a Change in Control that there is a reasonable
         likelihood that any compensation paid to a Participant for a taxable
         year of the Employer would not be deductible by the Employer solely by
         reason of the limitation under Code Section 162(m), then to the extent
         deemed necessary by the Employer to ensure that the entire amount of
         any distribution to the Participant pursuant to this Plan prior to the
         Change in Control is deductible, the Employer may defer all or any
         portion of a distribution under this Plan. Any amounts deferred
         pursuant to this limitation shall continue to be credited/debited with
         additional amounts in accordance with Section 3.10 above, even if such
         amount is being paid out in installments. The amounts so deferred and
         amounts credited thereon shall be distributed to the Participant or his
         or her Beneficiary (in the event of the Participant's death) at the
         earliest possible date, as determined by the Employer in good faith, on
         which the deductibility of compensation paid or payable to the
         Participant for the taxable year of the Employer during which the
         distribution is made will not be limited by Section 162(m), or if
         earlier, the effective date of a Change in Control. Notwithstanding
         anything to the contrary in this Plan, the Deduction Limitation shall
         not apply to any distributions made after a Change in Control.


                                    ARTICLE 5
          IN-SERVICE DISTRIBUTION; UNFORESEEABLE FINANCIAL EMERGENCIES;
                               WITHDRAWAL ELECTION

5.1      IN-SERVICE DISTRIBUTION. In connection with each election to defer an
         Annual Deferral Amount, a Participant may irrevocably elect to receive
         an In-Service Distribution from the Plan with respect to all or a
         portion of the Annual Deferral Amount attributable to his or her
         deferrals of



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         Base Salary, Bonus, Commissions, Director Fees and LTIP Amounts that
         are payable in cash (collectively referred to as the "Annual Cash
         Deferral Amount"). The In-Service Distribution shall be a lump sum
         payment in an amount that is equal to the portion of the Annual Cash
         Deferral Amount that the Participant elected to have distributed as an
         In-Service Distribution, plus amounts credited or debited in the manner
         provided in Section 3.10 above on that amount, calculated as of the
         close of business on or around the date on which the In-Service
         Distribution becomes payable, as determined by the Committee in its
         sole discretion. Subject to the other terms and conditions of this
         Plan, each In-Service Distribution elected shall be paid out during a
         sixty (60) day period commencing immediately after the first day of any
         Plan Year designated by the Participant. The Plan Year designated by
         the Participant must be at least three (3) Plan Years after the end of
         the Plan Year in which the Annual Cash Deferral Amount is actually
         deferred. By way of example, if an In-Service Distribution is elected
         for Annual Cash Deferral Amounts that are deferred in the Plan Year
         commencing January 1, 2004, the In-Service Distribution would become
         payable during a sixty (60) day period commencing January 1, 2008.

5.2      OTHER BENEFITS TAKE PRECEDENCE OVER IN-SERVICE DISTRIBUTIONS. Should an
         event occur that triggers a benefit under Article 6, 7, 8, 9 or 10, any
         Annual Cash Deferral Amount, plus amounts credited or debited thereon,
         that is subject to an In-Service Distribution election under Section
         5.1 shall not be paid in accordance with Section 5.1 but shall be paid
         in accordance with the other applicable Article.

5.3      WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.

         (a)      If the Participant experiences an Unforeseeable Financial
                  Emergency, the Participant may petition the Committee to
                  suspend deferrals of Base Salary, Bonus, Commissions, Director
                  Fees, LTIP Amounts, Restricted Stock and Qualifying Gains
                  required to be made by such Participant, to the extent deemed
                  necessary by the Committee to satisfy the Unforeseeable
                  Financial Emergency. If suspension of deferrals is not
                  sufficient to satisfy the Participant's Unforeseeable
                  Financial Emergency, the Participant may further petition the
                  Committee to receive a partial or full payout from the Plan.
                  The Participant shall receive only a payout from the Plan to
                  satisfy the Unforeseeable Financial Emergency to the extent
                  deemed necessary by the Committee.

         (b)      The payout shall not exceed the lesser of (i) the
                  Participant's vested Account Balance, excluding the portion of
                  the Account Balance which has been irrevocably allocated to
                  the Republic Services, Inc. Stock Unit Fund I, calculated as
                  of the close of business on or around the date on which the
                  amount becomes payable, as determined by the Committee in its
                  sole discretion, or (ii) the amount reasonably needed to
                  satisfy the Unforeseeable Financial Emergency. Notwithstanding
                  the foregoing, a Participant may not receive a payout from the
                  Plan to the extent that the Unforeseeable Financial Emergency
                  is or may be relieved (A) through reimbursement or
                  compensation by insurance or otherwise, (B) by liquidation of
                  the Participant's assets, to the extent the liquidation of
                  such assets would not itself cause severe financial hardship
                  or (C) by suspension of deferrals under this Plan.

         (c)      If the Committee, in its sole discretion, approves a
                  Participant's petition for suspension, the Participant's
                  deferrals under this Plan shall be suspended as of the date of
                  such approval. If the Committee, in its sole discretion,
                  approves a Participant's petition for



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MASTER PLAN DOCUMENT
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                  suspension and payout, the Participant's deferrals under this
                  Plan shall be suspended as of the date of such approval and
                  the Participant shall receive a payout from the Plan within
                  sixty (60) days of the date of such approval.

5.4      WITHDRAWAL ELECTION. A Participant may elect, at any time, to withdraw
         all or a portion of his or her vested Account Balance, excluding the
         portion of the Account Balance that has been irrevocably allocated to
         the Republic Services, Inc. Stock Unit Fund I. For purposes of this
         Section 5.4, the value of a Participant's vested Account Balance shall
         be calculated as of the close of business on or around the date on
         which receipt of the Participant's election is acknowledged by the
         Committee, as determined by the Committee in its sole discretion, less
         a withdrawal penalty equal to 10% of the amount withdrawn (the net
         amount shall be referred to as the "Withdrawal Amount"). This election
         can be made at any time, before or after Retirement or Disability, and
         whether or not the Participant is in the process of being paid pursuant
         to an installment payment schedule. The Participant shall make this
         election by giving the Committee advance written notice of the election
         in a form determined from time to time by the Committee. The
         Participant shall be paid the Withdrawal Amount within sixty (60) days
         of his or her election. Once the Withdrawal Amount is paid, the
         Participant's participation in the Plan shall be suspended for the
         remainder of the Plan Year in which the withdrawal is elected and for
         one (1) full Plan Year thereafter (the "Suspension Period"). During the
         Suspension Period, the Participant will continue to be eligible for the
         benefits provided in Articles 5, 6, 7, 8, 9 or 10 in accordance with
         the provisions of those Articles, and any previously elected deferrals
         of Restricted Stock and Qualifying Gains will continue to be withheld.
         However, the portion of such Participant's Annual Deferral Amount that
         is attributable to Base Salary, Bonus, Commissions, LTIP Amounts and/or
         Director Fees shall not be withheld during the Suspension Period, and
         the Participant shall not be allowed to make any deferral elections
         during the Suspension Period.


                                    ARTICLE 6
                           CHANGE IN CONTROL BENEFIT

6.1      CHANGE IN CONTROL BENEFIT.

         (a)      A Participant, in connection with his or her commencement of
                  participation in the Plan, may irrevocably elect on an
                  Election Form to (i) receive a Change in Control Benefit, or
                  (ii) have his or her Account Balance remain in the Plan upon
                  the occurrence of a Change in Control, subject to the terms
                  and conditions of the Plan. The Participant will receive the
                  Change in Control Benefit, which shall be equal to the
                  Participant's vested Account Balance, calculated as of the
                  close of business on or around the date of the Change in
                  Control, as selected by the Committee in its sole discretion,
                  if (i) the Participant has elected to receive a Change in
                  Control Benefit, in accordance with this Section 6.1(a), and
                  (ii) a Change in Control occurs prior to the Participant's
                  Termination of Employment, Retirement, death or Disability.
                  The Change in Control Benefit, if any, shall be paid to the
                  Participant in a lump sum no later than sixty (60) days after
                  a Change in Control.

         (b)      If a Participant does not irrevocably elect to receive a
                  Change in Control Benefit at the time of his or her
                  commencement of participation in the Plan, such Participant
                  may irrevocably elect to receive a Change in Control Benefit
                  following the occurrence of a



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================================================================================

                  Change in Control by submitting an Election Form to the
                  Committee; provided, however, the Election Form must be
                  submitted to and accepted by the Committee within ninety (90)
                  days of the date on which the Change in Control occurs. The
                  Change in Control Benefit shall be paid to the Participant in
                  a lump sum during a sixty (60) day period commencing
                  immediately following the expiration of thirteen (13) months
                  from the date on which such Participant's Election Form was
                  accepted by the Committee, as determined by the Committee in
                  its sole discretion. The amount of the Change in Control
                  Benefit shall be equal to the Participant's vested Account
                  Balance, calculated as of the close of business on or around
                  the date on which such 13-month period expires, as determined
                  by the Committee in its sole discretion.

         (c)      Should an event occur that triggers a benefit under Article 5,
                  7, 8, 9 or 10, any portion of the Participant's Account
                  Balance that is affected by such an event shall not be paid in
                  accordance with Section 6.1, but shall be paid in accordance
                  with the other applicable Article.


                                    ARTICLE 7
                               RETIREMENT BENEFIT

7.1      RETIREMENT BENEFIT. A Participant who Retires shall receive, as a
         Retirement Benefit, his or her vested Account Balance, calculated as of
         the close of business on or around the date on which the Participant
         Retires, as determined by the Committee in its sole discretion.

7.2      PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or
         her commencement of participation in the Plan, shall elect on an
         Election Form to receive the Retirement Benefit in a lump sum or
         pursuant to an Annual Installment Method of up to 15 years; provided,
         however, that if the Participant's unpaid vested Account Balance is
         less than $25,000 on the date on which the Participant Retires or at
         any time during the installment payment period, the Committee may, in
         its sole discretion, pay the remainder of his or her vested Account
         Balance in a lump sum payment. The Participant may change his or her
         election to an allowable alternative payout period by submitting a new
         Election Form to the Committee, provided that any such Election Form is
         submitted to and accepted by the Committee in its sole discretion at
         least thirteen (13) months prior to the Participant's Retirement. The
         Election Form most recently accepted by the Committee shall govern the
         payout of the Retirement Benefit. If a Participant does not make any
         election with respect to the payment of the Retirement Benefit, then
         such benefit shall be payable in a lump sum. The lump sum payment shall
         be made, or installment payments shall commence, no later than sixty
         (60) days after the date on which the Participant Retires. Remaining
         installments, if any, shall be paid no later than sixty (60) days after
         each anniversary of the date on which the Participant Retires.


                                    ARTICLE 8
                               TERMINATION BENEFIT

8.1      TERMINATION BENEFIT. A Participant who experiences a Termination of
         Employment shall receive a Termination Benefit, which shall be equal to
         the Participant's vested Account Balance, calculated as of the close of
         business on or around the date on which the Participant experiences a
         Termination of Employment, as determined by the Committee in its sole
         discretion.



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MASTER PLAN DOCUMENT
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8.2      PAYMENT OF TERMINATION BENEFIT. The Termination Benefit shall be paid
         to the Participant in a lump sum payment no later than sixty (60) days
         after the date on which the Participant experiences the Termination of
         Employment.


                                    ARTICLE 9
                          DISABILITY WAIVER AND BENEFIT

9.1      DISABILITY WAIVER.

         (a)      WAIVER OF DEFERRAL. If a Participant is determined to be both
                  (i) suffering from a Disability, and (ii) receiving 100
                  percent of his or her Base Salary or Director Fees during the
                  period of Disability, then the Participant's Annual Deferral
                  Amount, Restricted Stock and Qualifying Gains shall continue
                  to be withheld during such period of Disability. If a
                  Participant is determined to be both (i) suffering from a
                  Disability, and (ii) receiving less than 100 percent of his or
                  her Base Salary or Director Fees during the period of such
                  Disability, then such Participant shall be excused from
                  fulfilling that portion of the Annual Deferral Amount
                  commitment that would otherwise have been withheld from a
                  Participant's Base Salary, Bonus, Commissions, LTIP Amounts
                  and/or Director Fees for the Plan Year during which the
                  Participant first suffers a Disability. However, any
                  previously elected deferrals of Restricted Stock and
                  Qualifying Gains shall continue to be withheld during such
                  Disability. During the period of Disability, the Participant
                  shall not be allowed to make any additional deferral
                  elections, but will continue to be eligible for the benefits
                  provided in Articles 5, 6, 7, 8, 9 or 10 in accordance with
                  the provisions of those Articles.

         (b)      DEFERRAL FOLLOWING DISABILITY. If a Participant (i) returns to
                  employment, or service as a Director, with an Employer after a
                  Disability ceases, and (ii) payment of 100 percent of his or
                  her Base Salary or Director Fees recommences, the Participant
                  may elect to defer an Annual Deferral Amount, Restricted Stock
                  Amount and Stock Option Gain Amount for the Plan Year
                  following his or her return to employment or service and for
                  every Plan Year thereafter while a Participant in the Plan;
                  provided such deferral elections are otherwise allowed and an
                  Election Form is delivered to and accepted by the Committee
                  for each such election in accordance with Section 3.3 above.

9.2      CONTINUED ELIGIBILITY; DISABILITY BENEFIT.

         (a)      CONTINUED ELIGIBILITY. A Participant suffering a Disability
                  shall, for benefit purposes under this Plan, continue to be
                  considered to be employed, or in the service of an Employer as
                  a Director, and shall be eligible for the benefits provided
                  for in Articles 5, 6, 7, 8 or 10 in accordance with the
                  provisions of those Articles. Notwithstanding the above, the
                  Committee shall have the right to, in its sole and absolute
                  discretion and for purposes of this Plan only, deem the
                  Participant's employment to have terminated at any time after
                  such Participant is determined to be suffering a Disability.

         (b)      DEEMED TERMINATION OF EMPLOYMENT. If, in the Committee's
                  discretion, the Disabled Participant's employment has
                  terminated, and such Participant is not otherwise eligible to
                  Retire, the Participant shall be deemed to have experienced a
                  Termination of Employment for purposes of this Plan and will
                  receive a Disability Benefit. The Disability Benefit shall be
                  equal to his or her vested Account Balance, calculated as of




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MASTER PLAN DOCUMENT
================================================================================

                  the close of business on or around the date on which the
                  Disabled Participant is deemed to have experienced a
                  Termination of Employment, as determined by the Committee in
                  its sole discretion. The Participant shall receive his or her
                  Disability Benefit in a lump sum payment no later than sixty
                  (60) days after the date on which the Committee deems the
                  Disabled Participant to have experienced a Termination of
                  Employment.

         (c)      DEEMED RETIREMENT. If, in the Committee's discretion, the
                  Disabled Participant's employment has terminated, and such
                  Participant is otherwise eligible to Retire, the Participant
                  shall be deemed to have Retired for purposes of this Plan and
                  will receive a Disability Benefit. The Disability Benefit
                  shall be equal to his or her vested Account Balance,
                  calculated as of the close of business on or around the date
                  on which the Participant is deemed to have Retired, as
                  determined by the Committee in its sole discretion. The
                  Participant shall receive his or her Disability Benefit in the
                  same form in which such Participant elected to receive his or
                  her Retirement Benefit. The lump sum payment shall be made, or
                  installment payments shall commence, no later than sixty (60)
                  days after the date on which the Disabled Participant is
                  deemed to have Retired. Remaining installments, if any, shall
                  be paid no later than sixty (60) days after each anniversary
                  of the date on which the Disabled Participant is deemed to
                  have Retired.


                                   ARTICLE 10
                                SURVIVOR BENEFIT

10.1     SURVIVOR BENEFIT. The Participant's Beneficiary(ies) shall receive a
         Survivor Benefit upon the Participant's death which will be equal to
         (i) the Participant's vested Account Balance, calculated as of the
         close of business on or around the date of the Participant's death, as
         selected by the Committee in its sole discretion, if the Participant
         dies prior to his or her Retirement, Termination of Employment or
         Disability, or (ii) the Participant's unpaid Retirement Benefit or
         Disability Benefit, calculated as of the close of business on or around
         the date of the Participant's death, as selected by the Committee in
         its sole discretion, if the Participant dies before his or her
         Retirement Benefit or Disability Benefit is paid in full.

10.2     PAYMENT OF SURVIVOR BENEFIT. The Survivor Benefit shall be paid to the
         Participant's Beneficiary(ies) in a lump sum payment no later than
         sixty (60) days after the date on which the Committee is provided with
         proof that is satisfactory to the Committee of the Participant's death.


                                   ARTICLE 11
                             BENEFICIARY DESIGNATION

11.1     BENEFICIARY. Each Participant shall have the right, at any time, to
         designate his or her Beneficiary(ies) (both primary as well as
         contingent) to receive any benefits payable under the Plan to a
         beneficiary upon the death of a Participant. The Beneficiary designated
         under this Plan may be the same as or different from the Beneficiary
         designation under any other plan of an Employer in which the
         Participant participates.

11.2     BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
         designate his or her Beneficiary by completing and signing the
         Beneficiary Designation Form, and returning it to the Committee or its
         designated agent. A Participant shall have the right to change a
         Beneficiary by completing, signing and otherwise complying with the
         terms of the Beneficiary Designation



                                      -21-
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         Form and the Committee's rules and procedures, as in effect from time
         to time. If the Participant names someone other than his or her spouse
         as a Beneficiary and if the Committee requires that a spousal consent
         be obtained with respect to such Participant, a spousal consent, in the
         form designated by the Committee, must be signed by that Participant's
         spouse and returned to the Committee. Upon the acceptance by the
         Committee of a new Beneficiary Designation Form, all Beneficiary
         designations previously filed shall be canceled. The Committee shall be
         entitled to rely on the last Beneficiary Designation Form filed by the
         Participant and accepted by the Committee prior to his or her death.

11.3     ACKNOWLEDGMENT. No designation or change in designation of a
         Beneficiary shall be effective until received and acknowledged in
         writing by the Committee or its designated agent.

11.4     NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
         Beneficiary as provided in Sections 11.1, 11.2 and 11.3 above or, if
         all designated Beneficiaries predecease the Participant or die prior to
         complete distribution of the Participant's benefits, then the
         Participant's designated Beneficiary shall be deemed to be his or her
         surviving spouse. If the Participant has no surviving spouse, the
         benefits remaining under the Plan to be paid to a Beneficiary shall be
         payable to the executor or personal representative of the Participant's
         estate.

11.5     DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the
         proper Beneficiary to receive payments pursuant to this Plan, the
         Committee shall have the right, exercisable in its discretion, to cause
         the Participant's Employer to withhold such payments until this matter
         is resolved to the Committee's satisfaction.

11.6     DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
         Beneficiary shall fully and completely discharge all Employers and the
         Committee from all further obligations under this Plan with respect to
         the Participant, and that Participant's Plan Agreement shall terminate
         upon such full payment of benefits.


                                   ARTICLE 12
                                LEAVE OF ABSENCE

12.1     PAID LEAVE OF ABSENCE. If a Participant is authorized by the
         Participant's Employer to take a paid leave of absence from the
         employment of the Employer, (i) the Participant shall continue to be
         considered eligible for the benefits provided in Articles 5, 6, 7, 8, 9
         or 10 in accordance with the provisions of those Articles, and (ii) the
         Annual Deferral Amount and any previously elected deferrals of
         Restricted Stock and Qualifying Gains shall continue to be withheld
         during such paid leave of absence in accordance with Section 3.3.

12.2     UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
         Participant's Employer to take an unpaid leave of absence from the
         employment of the Employer for any reason, such Participant shall
         continue to be eligible for the benefits provided in Articles 5, 6, 7,
         8, 9 or 10 in accordance with the provisions of those Articles, and any
         previously elected deferrals of Restricted Stock and Qualifying Gains
         shall continue to be withheld during such unpaid leave of absence in
         accordance with Section 3.3. However, the Participant shall be excused
         from fulfilling that portion of the Annual Deferral Amount commitment
         that would otherwise have been withheld from such Participant's Base
         Salary, Bonus, Commissions, LTIP Amounts and/or Director Fees during
         the remainder of the Plan Year in which the unpaid leave of absence is
         taken. During the unpaid leave of absence, the Participant shall not be
         allowed to make any



                                      -22-
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         additional deferral elections. However, if the Participant returns to
         employment, the Participant may elect to defer an Annual Deferral
         Amount, Restricted Stock Amount and Stock Option Gain Amount for the
         Plan Year following his or her return to employment and for every Plan
         Year thereafter while a Participant in the Plan; provided such deferral
         elections are otherwise allowed and an Election Form is delivered to
         and accepted by the Committee for each such election in accordance with
         Section 3.3 above.


                                   ARTICLE 13
                     TERMINATION, AMENDMENT OR MODIFICATION

13.1     TERMINATION. Although each Employer anticipates that it will continue
         the Plan for an indefinite period of time, there is no guarantee that
         any Employer will continue the Plan or will not terminate the Plan at
         any time in the future. Accordingly, each Employer reserves the right
         to discontinue its sponsorship of the Plan and/or to terminate the Plan
         at any time with respect to any or all of its participating Employees
         and Directors, by action of its board of directors. Upon the
         termination of the Plan with respect to any Employer, the Plan
         Agreements of the affected Participants who are employed by that
         Employer, or in the service of that Employer as Directors, shall
         terminate and their vested Account Balances shall be determined (i) as
         if they had experienced a Termination of Employment on the date of Plan
         termination; or (ii) if Plan termination occurs after the date upon
         which a Participant was eligible to Retire, then with respect to that
         Participant as if he or she had Retired on the date of Plan
         termination. Such benefits shall be paid to the Participants as
         follows: (i) prior to a Change in Control, if the Plan is terminated
         with respect to all of its Participants, an Employer shall have the
         right, in its sole discretion, and notwithstanding any elections made
         by the Participant, to pay such benefits in a lump sum or pursuant to
         an Annual Installment Method of up to 15 years, with amounts credited
         and debited during the installment period as provided herein; or (ii)
         prior to a Change in Control, if the Plan is terminated with respect to
         less than all of its Participants, an Employer shall be required to pay
         such benefits in a lump sum; or (iii) after a Change in Control, if the
         Plan is terminated with respect to some or all of its Participants, the
         Employer shall be required to pay such benefits in a lump sum. The
         termination of the Plan shall not adversely affect any Participant or
         Beneficiary who has become entitled to the payment of any benefits
         under the Plan as of the date of termination; provided however, that
         the Employer shall have the right to accelerate installment payments
         without a premium or prepayment penalty by paying the vested Account
         Balance in a lump sum or pursuant to an Annual Installment Method using
         fewer years (provided that the present value of all payments that will
         have been received by a Participant at any given point of time under
         the different payment schedule shall equal or exceed the present value
         of all payments that would have been received at that point in time
         under the original payment schedule).

13.2     AMENDMENT. Any Employer may, at any time, amend or modify the Plan in
         whole or in part with respect to that Employer by the action of its
         board of directors; provided, however, that: (i) no amendment or
         modification shall be effective to decrease or restrict the value of a
         Participant's vested Account Balance in existence at the time the
         amendment or modification is made, calculated as if the Participant had
         experienced a Termination of Employment as of the effective date of the
         amendment or modification or, if the amendment or modification occurs
         after the date upon which the Participant was eligible to Retire, the
         Participant had Retired as of



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         the effective date of the amendment or modification, and (ii) no
         amendment or modification of this Section 13.2 or Section 14.2 of the
         Plan shall be effective. The amendment or modification of the Plan
         shall not affect any Participant or Beneficiary who has become entitled
         to the payment of benefits under the Plan as of the date of the
         amendment or modification; provided, however, that the Employer shall
         have the right to accelerate installment payments by paying the vested
         Account Balance in a lump sum or pursuant to an Annual Installment
         Method using fewer years (provided that the present value of all
         payments that will have been received by a Participant at any given
         point of time under the different payment schedule shall equal or
         exceed the present value of all payments that would have been received
         at that point in time under the original payment schedule).

13.3     PLAN AGREEMENT. Despite the provisions of Sections 13.1 and 13.2 above,
         if a Participant's Plan Agreement contains benefits or limitations that
         are not in this Plan document, the Employer may only amend or terminate
         such provisions with the written consent of the Participant.

13.4     EFFECT OF PAYMENT. The full payment of the Participant's vested Account
         Balance under Articles 5, 6, 7, 8, 9 or 10 of the Plan shall completely
         discharge all obligations to a Participant and his or her designated
         Beneficiaries under this Plan and the Participant's Plan Agreement
         shall terminate.


                                   ARTICLE 14
                                 ADMINISTRATION

14.1     COMMITTEE DUTIES. Except as otherwise provided in this Article 14, this
         Plan shall be administered by a Committee, which shall consist of the
         Board, or such committee as the Board shall appoint. Members of the
         Committee may be Participants under this Plan. The Committee shall also
         have the discretion and authority to (i) make, amend, interpret, and
         enforce all appropriate rules and regulations for the administration of
         this Plan and (ii) decide or resolve any and all questions including
         interpretations of this Plan, as may arise in connection with the Plan.
         Any individual serving on the Committee who is a Participant shall not
         vote or act on any matter relating solely to himself or herself. When
         making a determination or calculation, the Committee shall be entitled
         to rely on information furnished by a Participant or the Company.

14.2     ADMINISTRATION UPON CHANGE IN CONTROL. For purposes of this Plan, the
         Committee shall be the "Administrator" at all times prior to the
         occurrence of a Change in Control. Within one-hundred and twenty (120)
         days following a Change in Control, an independent third party
         "Administrator" may be selected by the individual who, immediately
         prior to the Change in Control, was the Company's Chief Executive
         Officer or, if not so identified, the Company's highest ranking officer
         (the "Ex-CEO"), and approved by the Trustee. The Committee, as
         constituted prior to the Change in Control, shall continue to be the
         Administrator until the earlier of (i) the date on which such
         independent third party is selected and approved, or (ii) the
         expiration of the one-hundred and twenty (120) day period following the
         Change in Control. If an independent third party is not selected within
         one-hundred and twenty (120) days of such Change in Control, the
         Committee, as described in Section 14.1 above, shall be the
         Administrator. The Administrator shall have the discretionary power to
         determine all questions arising in connection with the administration
         of the Plan and the interpretation of the Plan and Trust including, but
         not limited to benefit entitlement determinations; provided, however,
         upon and after the occurrence of a Change in Control, the Administrator
         shall have no power to direct



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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

         the investment of Plan or Trust assets or select any investment manager
         or custodial firm for the Plan or Trust. Upon and after the occurrence
         of a Change in Control, the Company must: (1) pay all reasonable
         administrative expenses and fees of the Administrator; (2) indemnify
         the Administrator against any costs, expenses and liabilities
         including, without limitation, attorney's fees and expenses arising in
         connection with the performance of the Administrator hereunder, except
         with respect to matters resulting from the gross negligence or willful
         misconduct of the Administrator or its employees or agents; and (3)
         supply full and timely information to the Administrator on all matters
         relating to the Plan, the Trust, the Participants and their
         Beneficiaries, the Account Balances of the Participants, the date and
         circumstances of the Retirement, Disability, death or Termination of
         Employment of the Participants, and such other pertinent information as
         the Administrator may reasonably require. Upon and after a Change in
         Control, the Administrator may be terminated (and a replacement
         appointed) by the Trustee only with the approval of the Ex-CEO. Upon
         and after a Change in Control, the Administrator may not be terminated
         by the Company.

14.3     AGENTS. In the administration of this Plan, the Committee may, from
         time to time, employ agents and delegate to them such administrative
         duties as it sees fit (including acting through a duly appointed
         representative) and may from time to time consult with counsel who may
         be counsel to any Employer.

14.4     BINDING EFFECT OF DECISIONS. The decision or action of the
         Administrator with respect to any question arising out of or in
         connection with the administration, interpretation and application of
         the Plan and the rules and regulations promulgated hereunder shall be
         final and conclusive and binding upon all persons having any interest
         in the Plan.

14.5     INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
         the members of the Committee, any Employee to whom the duties of the
         Committee may be delegated, and the Administrator against any and all
         claims, losses, damages, expenses or liabilities arising from any
         action or failure to act with respect to this Plan, except in the case
         of willful misconduct by the Committee, any of its members, any such
         Employee or the Administrator.

14.6     EMPLOYER INFORMATION. To enable the Committee and/or Administrator to
         perform its functions, the Company and each Employer shall supply full
         and timely information to the Committee and/or Administrator, as the
         case may be, on all matters relating to the compensation of its
         Participants, the date and circumstances of the Retirement, Disability,
         death or Termination of Employment of its Participants, and such other
         pertinent information as the Committee or Administrator may reasonably
         require.


                                   ARTICLE 15
                          OTHER BENEFITS AND AGREEMENTS

15.1     COORDINATION WITH OTHER BENEFITS. The benefits provided for a
         Participant and Participant's Beneficiary under the Plan are in
         addition to any other benefits available to such Participant under any
         other plan or program for employees of the Participant's Employer. The
         Plan shall supplement and shall not supersede, modify or amend any
         other such plan or program except as may otherwise be expressly
         provided.


                                      -25-
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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

                                   ARTICLE 16
                                CLAIMS PROCEDURES

16.1     PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
         Participant (such Participant or Beneficiary being referred to below as
         a "Claimant") may deliver to the Committee a written claim for a
         determination with respect to the amounts distributable to such
         Claimant from the Plan. If such a claim relates to the contents of a
         notice received by the Claimant, the claim must be made within sixty
         (60) days after such notice was received by the Claimant. All other
         claims must be made within 180 days of the date on which the event that
         caused the claim to arise occurred. The claim must state with
         particularity the determination desired by the Claimant.

16.2     NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
         claim within a reasonable time, but no later than ninety (90) days
         after receiving the claim. If the Committee determines that special
         circumstances require an extension of time for processing the claim,
         written notice of the extension shall be furnished to the Claimant
         prior to the termination of the initial ninety (90) day period. In no
         event shall such extension exceed a period of ninety (90) days from the
         end of the initial period. The extension notice shall indicate the
         special circumstances requiring an extension of time and the date by
         which the Committee expects to render the benefit determination. The
         Committee shall notify the Claimant in writing:

         (a)      that the Claimant's requested determination has been made, and
                  that the claim has been allowed in full; or

         (b)      that the Committee has reached a conclusion contrary, in whole
                  or in part, to the Claimant's requested determination, and
                  such notice must set forth in a manner calculated to be
                  understood by the Claimant:

                  (i)      the specific reason(s) for the denial of the claim,
                           or any part of it;

                  (ii)     specific reference(s) to pertinent provisions of the
                           Plan upon which such denial was based;

                  (iii)    a description of any additional material or
                           information necessary for the Claimant to perfect the
                           claim, and an explanation of why such material or
                           information is necessary;

                  (iv)     an explanation of the claim review procedure set
                           forth in Section 16.3 below; and

                  (v)      a statement of the Claimant's right to bring a civil
                           action under ERISA Section 502(a) following an
                           adverse benefit determination on review.

16.3     REVIEW OF A DENIED CLAIM. On or before sixty (60) days after receiving
         a notice from the Committee that a claim has been denied, in whole or
         in part, a Claimant (or the Claimant's duly authorized representative)
         may file with the Committee a written request for a review of the
         denial of the claim. The Claimant (or the Claimant's duly authorized
         representative):

         (a)      may, upon request and free of charge, have reasonable access
                  to, and copies of, all documents, records and other
                  information relevant to the claim for benefits;

         (b)      may submit written comments or other documents; and/or

         (c)      may request a hearing, which the Committee, in its sole
                  discretion, may grant.



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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

16.4     DECISION ON REVIEW. The Committee shall render its decision on review
         promptly, and no later than sixty (60) days after the Committee
         receives the Claimant's written request for a review of the denial of
         the claim. If the Committee determines that special circumstances
         require an extension of time for processing the claim, written notice
         of the extension shall be furnished to the Claimant prior to the
         termination of the initial sixty (60) day period. In no event shall
         such extension exceed a period of sixty (60) days from the end of the
         initial period. The extension notice shall indicate the special
         circumstances requiring an extension of time and the date by which the
         Committee expects to render the benefit determination. In rendering its
         decision, the Committee shall take into account all comments,
         documents, records and other information submitted by the Claimant
         relating to the claim, without regard to whether such information was
         submitted or considered in the initial benefit determination. The
         decision must be written in a manner calculated to be understood by the
         Claimant, and it must contain:

         (a)      specific reasons for the decision;

         (b)      specific reference(s) to the pertinent Plan provisions upon
                  which the decision was based;

         (c)      a statement that the Claimant is entitled to receive, upon
                  request and free of charge, reasonable access to and copies
                  of, all documents, records and other information relevant (as
                  defined in applicable ERISA regulations) to the Claimant's
                  claim for benefits; and

         (d)      a statement of the Claimant's right to bring a civil action
                  under ERISA Section 502(a).

16.5     LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
         this Article 16 is a mandatory prerequisite to a Claimant's right to
         commence any legal action with respect to any claim for benefits under
         this Plan.


                                   ARTICLE 17
                                      TRUST

17.1     ESTABLISHMENT OF THE TRUST. In order to provide assets from which to
         fulfill the obligations of the Participants and their beneficiaries
         under the Plan, the Company may establish a trust by a trust agreement
         with a third party, the trustee, to which each Employer may, in its
         discretion, contribute cash or other property, including securities
         issued by the Company, to provide for the benefit payments under the
         Plan, (the "Trust").

17.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
         and the Plan Agreement shall govern the rights of a Participant to
         receive distributions pursuant to the Plan. The provisions of the Trust
         shall govern the rights of the Employers, Participants and the
         creditors of the Employers to the assets transferred to the Trust. Each
         Employer shall at all times remain liable to carry out its obligations
         under the Plan.

17.3     DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations under the
         Plan may be satisfied with Trust assets distributed pursuant to the
         terms of the Trust, and any such distribution shall reduce the
         Employer's obligations under this Plan.




                                      -27-
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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

                                   ARTICLE 18
                                  MISCELLANEOUS

18.1     STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
         within the meaning of Code Section 401(a) and that "is unfunded and is
         maintained by an employer primarily for the purpose of providing
         deferred compensation for a select group of management or highly
         compensated employees" within the meaning of ERISA Sections 201(2),
         301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
         to the extent possible in a manner consistent with that intent.

18.2     UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
         heirs, successors and assigns shall have no legal or equitable rights,
         interests or claims in any property or assets of an Employer. For
         purposes of the payment of benefits under this Plan, any and all of an
         Employer's assets shall be, and remain, the general, unpledged
         unrestricted assets of the Employer. An Employer's obligation under the
         Plan shall be merely that of an unfunded and unsecured promise to pay
         money in the future.

18.3     EMPLOYER'S LIABILITY. An Employer's liability for the payment of
         benefits shall be defined only by the Plan and the Plan Agreement, as
         entered into between the Employer and a Participant. An Employer shall
         have no obligation to a Participant under the Plan except as expressly
         provided in the Plan and his or her Plan Agreement.

18.4     NONASSIGNABILITY. Neither a Participant nor any other person shall have
         any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate, alienate or
         convey in advance of actual receipt, the amounts, if any, payable
         hereunder, or any part thereof, which are, and all rights to which are
         expressly declared to be, unassignable and non-transferable. No part of
         the amounts payable shall, prior to actual payment, be subject to
         seizure, attachment, garnishment or sequestration for the payment of
         any debts, judgments, alimony or separate maintenance owed by a
         Participant or any other person, be transferable by operation of law in
         the event of a Participant's or any other person's bankruptcy or
         insolvency or be transferable to a spouse as a result of a property
         settlement or otherwise.

18.5     NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
         shall not be deemed to constitute a contract of employment between any
         Employer and the Participant. Such employment is hereby acknowledged to
         be an "at will" employment relationship that can be terminated at any
         time for any reason, or no reason, with or without cause, and with or
         without notice, unless expressly provided in a written employment
         agreement. Nothing in this Plan shall be deemed to give a Participant
         the right to be retained in the service of any Employer, either as an
         Employee or a Director, or to interfere with the right of any Employer
         to discipline or discharge the Participant at any time.

18.6     FURNISHING INFORMATION. A Participant or his or her Beneficiary will
         cooperate with the Committee by furnishing any and all information
         requested by the Committee and take such other actions as may be
         requested in order to facilitate the administration of the Plan and the
         payments of benefits hereunder, including but not limited to taking
         such physical examinations as the Committee may deem necessary.

18.7     TERMS. Whenever any words are used herein in the masculine, they shall
         be construed as though they were in the feminine in all cases where
         they would so apply; and whenever any words are




                                      -28-
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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

         used herein in the singular or in the plural, they shall be construed
         as though they were used in the plural or the singular, as the case may
         be, in all cases where they would so apply.

18.8     CAPTIONS. The captions of the articles, sections and paragraphs of this
         Plan are for convenience only and shall not control or affect the
         meaning or construction of any of its provisions.

18.9     GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
         construed and interpreted according to the internal laws of the State
         of Florida without regard to its conflicts of laws principles.

18.10    NOTICE. Any notice or filing required or permitted to be given to the
         Committee under this Plan shall be sufficient if in writing and
         hand-delivered, or sent by registered or certified mail, to the address
         below:

                               Republic Services, Inc.
                               Attn: General Counsel
                               110 S.E. 6th Street, Suite 2800
                               Fort Lauderdale, Florida 33301

         Such notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to a Participant
         under this Plan shall be sufficient if in writing and hand-delivered,
         or sent by mail, to the last known address of the Participant.

18.11    SUCCESSORS. The provisions of this Plan shall bind and inure to the
         benefit of the Participant's Employer and its successors and assigns
         and the Participant and the Participant's designated Beneficiaries.

18.12    SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse
         of a Participant who has predeceased the Participant shall
         automatically pass to the Participant and shall not be transferable by
         such spouse in any manner, including but not limited to such spouse's
         will, nor shall such interest pass under the laws of intestate
         succession.

18.13    VALIDITY. In case any provision of this Plan shall be illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Plan shall be construed and
         enforced as if such illegal or invalid provision had never been
         inserted herein.

18.14    INCOMPETENT. If the Committee determines in its discretion that a
         benefit under this Plan is to be paid to a minor, a person declared
         incompetent or to a person incapable of handling the disposition of
         that person's property, the Committee may direct payment of such
         benefit to the guardian, legal representative or person having the care
         and custody of such minor, incompetent or incapable person. The
         Committee may require proof of minority, incompetence, incapacity or
         guardianship, as it may deem appropriate prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant and the Participant's Beneficiary, as the case may be,
         and shall be a complete discharge of any liability under the Plan for
         such payment amount.

18.15    COURT ORDER. The Committee is authorized to make any payments directed
         by court order in any action in which the Plan or the Committee has
         been named as a party. In addition, if a court




                                      -29-
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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

         determines that a spouse or former spouse of a Participant has an
         interest in the Participant's benefits under the Plan in connection
         with a property settlement or otherwise, the Committee, in its sole
         discretion, shall have the right, notwithstanding any election made by
         a Participant, to immediately distribute the spouse's or former
         spouse's interest in the Participant's benefits under the Plan to that
         spouse or former spouse.

18.16    DISTRIBUTION IN THE EVENT OF TAXATION.

         (a)      IN GENERAL. If, for any reason, all or any portion of a
                  Participant's benefits under this Plan becomes taxable to the
                  Participant prior to receipt, a Participant may petition the
                  Committee before a Change in Control, or the trustee of the
                  Trust after a Change in Control, for a distribution of that
                  portion of his or her benefit that has become taxable. Upon
                  the grant of such a petition, which grant shall not be
                  unreasonably withheld (and, after a Change in Control, shall
                  be granted), a Participant's Employer shall distribute to the
                  Participant immediately available funds in an amount equal to
                  the taxable portion of his or her benefit (which amount shall
                  not exceed a Participant's unpaid vested Account Balance under
                  the Plan). If the petition is granted, the tax liability
                  distribution shall be made within 90 days of the date when the
                  Participant's petition is granted. Such a distribution shall
                  affect and reduce the benefits to be paid under this Plan.

         (b)      TRUST. If the Trust terminates in accordance with its terms
                  and benefits are distributed from the Trust to a Participant
                  in accordance therewith, the Participant's benefits under this
                  Plan shall be reduced to the extent of such distributions.

18.17    INSURANCE. The Employers, on their own behalf or on behalf of the
         trustee of the Trust, and, in their sole discretion, may apply for and
         procure insurance on the life of the Participant, in such amounts and
         in such forms as the Trust may choose. The Employers or the trustee of
         the Trust, as the case may be, shall be the sole owner and beneficiary
         of any such insurance. The Participant shall have no interest
         whatsoever in any such policy or policies, and at the request of the
         Employers shall submit to medical examinations and supply such
         information and execute such documents as may be required by the
         insurance company or companies to whom the Employers have applied for
         insurance.

18.18    LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and
         each Employer is aware that upon the occurrence of a Change in Control,
         the Board or the board of directors of a Participant's Employer (which
         might then be composed of new members) or a shareholder of the Company
         or the Participant's Employer, or of any successor corporation might
         then cause or attempt to cause the Company, the Participant's Employer
         or such successor to refuse to comply with its obligations under the
         Plan and might cause or attempt to cause the Company or the
         Participant's Employer to institute, or may institute, litigation
         seeking to deny Participants the benefits intended under the Plan. In
         these circumstances, the purpose of the Plan could be frustrated.
         Accordingly, if, following a Change in Control, it should appear to any
         Participant that the Company, the Participant's Employer or any
         successor corporation has failed to comply with any of its obligations
         under the Plan or any agreement thereunder or, if the Company, such
         Employer or any other person takes any action to declare the Plan void
         or unenforceable or institutes any litigation or other legal action
         designed to deny, diminish or to recover from any Participant the
         benefits intended to be provided, then the Company and the
         Participant's Employer irrevocably authorize such Participant to retain
         counsel of his or her choice at the



                                      -30-
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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================

         expense of the Company and the Participant's Employer (who shall be
         jointly and severally liable) to represent such Participant in
         connection with the initiation or defense of any litigation or other
         legal action, whether by or against the Company, the Participant's
         Employer or any director, officer, shareholder or other person
         affiliated with the Company, the Participant's Employer or any
         successor thereto in any jurisdiction.

IN WITNESS WHEREOF, the Company has signed this Plan document as of __________,
2003.


                                       "Company"

                                       REPUBLIC SERVICES, INC.,
                                       a Delaware corporation

                                       By:
                                          --------------------------------------

                                       Title:
                                             -----------------------------------








                                      -31-