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                                                                   EXHIBIT 10.71

                          ALLIED WASTE INDUSTRIES, INC.

                    2005 EXECUTIVE DEFERRED COMPENSATION PLAN

                           EFFECTIVE DECEMBER 1, 2004
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                                TABLE OF CONTENTS

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<S>                                                                         <C>
ARTICLE I PURPOSE; EFFECTIVE DATE..............................................1
   1.1      PURPOSE............................................................1
   1.2      EFFECTIVE DATE.....................................................1
ARTICLE II DEFINITIONS.........................................................1
   2.1      ACCOUNT............................................................1
   2.2      ADJUSTMENT RATE....................................................1
   2.3      BASE SALARY........................................................1
   2.4      BENEFICIARY........................................................2
   2.5      BOARD..............................................................2
   2.6      BONUS..............................................................2
   2.7      CODE...............................................................2
   2.8      COMMITTEE..........................................................2
   2.9      COMPANY............................................................2
   2.10     COMPENSATION.......................................................2
   2.11     DEFERRED STOCK UNITS...............................................2
   2.12     DEFERRAL COMMITMENT................................................3
   2.13     DEFERRAL PERIOD....................................................3
   2.14     DISCRETIONARY CONTRIBUTION.........................................3
   2.15     EMPLOYER...........................................................3
   2.16     LTIP AWARD.........................................................3
   2.17     PARTICIPANT........................................................3
   2.18     PARTICIPATION AGREEMENT............................................3
   2.19     PLAN...............................................................3
   2.20     PLAN YEAR..........................................................3
   2.21     RESTRICTED STOCK UNITS.............................................4
   2.22     UNFORESEEABLE EMERGENCY............................................4
   2.23     VALUATION DATE.....................................................4
   2.24     VALUATION PERIOD...................................................4
ARTICLE III PARTICIPATION AND DEFERRAL COMMITMENTS.............................4
   3.1      ELIGIBILITY AND PARTICIPATION......................................4
   3.2      FORM OF DEFERRAL...................................................5
   3.3      LIMITATIONS ON DEFERRAL COMMITMENTS................................6
   3.4      MODIFICATION OF DEFERRAL COMMITMENT................................7
   3.5      CHANGE IN EMPLOYMENT STATUS........................................7
ARTICLE IV DEFERRED COMPENSATION ACCOUNT.......................................8
   4.1      ACCOUNT............................................................8
   4.2      TIMING OF CREDITS: WITHHOLDING.....................................8
   4.3      DISCRETIONARY CONTRIBUTIONS........................................8
   4.4      DETERMINATION OF ACCOUNT...........................................8
   4.5      VESTING OF ACCOUNT.................................................9
   4.6      STATEMENT OF ACCOUNT...............................................9
ARTICLE V ADJUSTMENT RATE......................................................9
   5.1      SELECTION OF ADJUSTMENT RATE.......................................9
   5.2      RATE OF RETURN....................................................10
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   5.3      RATE FOR DEFERRED STOCK UNITS.....................................10
ARTICLE VI DISTRIBUTIONS......................................................11
   6.1      TIMING OF DISTRIBUTIONS...........................................11
   6.2      SCHEDULED DISTRIBUTIONS...........................................11
   6.3      DISTRIBUTIONS FOR UNFORESEEABLE EMERGENCIES.......................13
   6.4      DISTRIBUTIONS AT TERMINATION......................................13
   6.5      DEATH BENEFITS....................................................13
   6.6      WITHHOLDING FOR TAXES.............................................14
   6.7      VALUATION AND SETTLEMENT..........................................14
   6.8      PAYMENT TO GUARDIAN...............................................14
   6.9      RECEIPT ON RELEASE................................................14
   6.10     INABILITY TO LOCATE PARTICIPANT OR BENEFICIARY....................15
ARTICLE VII BENEFICIARY DESIGNATION...........................................15
   7.1      BENEFICIARY DESIGNATION...........................................15
   7.2      CHANGING BENEFICIARY..............................................15
   7.3      COMMUNITY PROPERTY................................................15
   7.4      NO BENEFICIARY DESIGNATION........................................16
ARTICLE VIII ADMINISTRATION...................................................17
   8.1      COMMITTEE; DUTIES.................................................17
   8.2      AGENTS............................................................17
   8.3      BINDING EFFECT OF DECISIONS.......................................17
   8.4      INDEMNITY OF COMMITTEE............................................17
   8.5      COMPENSATION AND EXPENSES.........................................18
ARTICLE IX CLAIMS PROCEDURE...................................................18
   9.1      CLAIM.............................................................18
   9.2      REVIEW OF CLAIM...................................................18
   9.3      NOTICE OF DENIAL OF CLAIM.........................................18
   9.4      RECONSIDERATION OF DENIED CLAIM...................................19
   9.5      EMPLOYER TO SUPPLY INFORMATION....................................20
ARTICLE X AMENDMENT AND TERMINATION OF PLAN...................................20
   10.1     AMENDMENT.........................................................20
   10.2     EMPLOYER'S RIGHT TO TERMINATE.....................................21
ARTICLE XI MISCELLANEOUS......................................................21
   11.1     UNFUNDED PLAN.....................................................21
   11.2     COMPANY OBLIGATIONS...............................................21
   11.3     UNSECURED GENERAL CREDITOR........................................22
   11.4     TRUST FUND........................................................22
   11.5     NONASSIGNABILITY..................................................22
   11.6     NOT A CONTRACT OF EMPLOYMENT......................................22
   11.7     PROTECTIVE PROVISIONS.............................................23
   11.8     GOVERNING LAW.....................................................23
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   11.9     VALIDITY..........................................................23
   11.10    NOTICE............................................................23
   11.11    SUCCESSORS........................................................23
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<PAGE>
                          ALLIED WASTE INDUSTRIES, INC.

                    2005 EXECUTIVE DEFERRED COMPENSATION PLAN

      THIS PLAN is established by ALLIED WASTE INDUSTRIES, INC., a Delaware
corporation ("Company").

                                    ARTICLE I

                             PURPOSE; EFFECTIVE DATE

      1.1   PURPOSE. The purpose of this 2005 Executive Deferred
Compensation Plan is to provide a tax deferred capital accumulation opportunity
to certain executives through deferrals of salary, bonus awards, certain
long-term incentive awards, and restricted stock units. It is intended that the
Plan also will provide the Company with a method of rewarding and retaining
certain executives.

      1.2   EFFECTIVE DATE. The effective date of this Plan is December 1, 2004.

                                   ARTICLE II

                                   DEFINITIONS

      For the purposes of this Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

      2.1   ACCOUNT. "Account" means the bookkeeping account maintained by the
Committee for each Participant.

      2.2   ADJUSTMENT RATE. "Adjustment Rate" means the rate of return on the
Participant's Account (or subaccounts thereunder) during a Valuation Period, as
determined pursuant to Article V below.

      2.3   BASE SALARY. "Base Salary" means a Participant's annual base salary,
excluding bonuses, incentives, and other extraordinary remuneration for services
rendered to the Company, but
<PAGE>
including any contributions made by a Participant to a plan established pursuant
to Code Section 125 or qualified pursuant to Code Section 401(k).

      2.4   BENEFICIARY. "Beneficiary" means the person(s) or entity(ies)
entitled under Article VII to receive any death benefits payable after a
Participant's death.

      2.5   BOARD. "Board" means the Board of Directors of the Company.

      2.6   BONUS. "Bonus(es) " means such additional amounts of income, over
and above the Participant's Base Salary, as the Company may pay the Participant,
including incentive compensation.

      2.7   CODE. "Code" means the Internal Revenue Code of 1986, as thereafter
amended.

      2.8   COMMITTEE. "Committee" means a committee consisting of the Company's
Chief Financial Officer and General Counsel.

      2.9   COMPANY. "Company" means Allied Waste Industries, Inc., a Delaware
corporation. The term "Company" also shall include any entity or sole proprietor
that adopts this Plan with the express written consent of Allied Waste
Industries, Inc.

      2.10  COMPENSATION. "Compensation" means Base Salary and Bonuses payable
to an employee-Participant during the calendar year, before reduction for
amounts deferred under this Plan or any other salary reduction program.
"Compensation" also includes any LTIP Award and/or RSUs that would be paid to
the employee-Participant but for a deferral election made under this Plan.
Compensation does not include expense reimbursements, any form of noncash
compensation, or benefits.

      2.11  DEFERRED STOCK UNITS "Deferred Stock Units" mean Restricted Stock
Units which are vested under the terms of the Allied Waste Industries, Inc. 1991
Incentive Stock Plan ("91 Stock Plan") and have been deferred under this Plan
pursuant to Article III.
<PAGE>
      2.12  DEFERRAL COMMITMENT. "Deferral Commitment" means a commitment made
by a Participant to defer Compensation pursuant to Article III.

      2.13  DEFERRAL PERIOD. "Deferral Period" means each calendar year,
beginning with the 2005 calendar year.

      2.14  DISCRETIONARY CONTRIBUTION. "Discretionary Contribution" means the
Employer contribution credited to a Participant's Account under Section 4.3.

      2.15  EMPLOYER. "Employer" means the Company.

      2.16  LTIP AWARD. "LTIP Award" means an amount awarded to a Participant
under the Allied Waste Industries, Inc. Long-Term Incentive Plan ("LTIP"), which
would otherwise be payable to the Participant but for an election to defer the
LTIP Award under this Plan.

      2.17  PARTICIPANT. "Participant" means any eligible individual who becomes
a Participant in accordance with Section 3.1.

      2.18  PARTICIPATION AGREEMENT. "Participation Agreement" (also called a
"Deferral Election Form") means the agreement submitted by a Participant prior
to the beginning of a Deferral Period, with respect to a Deferral Commitment
made for such Deferral Period. "Participant Agreement" also includes an
agreement submitted by a Participant with respect to a deferral of an LTIP Award
and/or RSUs in accordance with Sections 3.2(c) and (d).

      2.19  PLAN. "Plan" means this 2005 Executive Deferred Compensation Plan as
amended from time to time.

      2.20 PLAN YEAR. "Plan Year" means the calendar year; provided that there
shall be an initial short Plan Year of December 1, 2004 through December 31,
2004.
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      2.21 RESTRICTED STOCK UNITS. "Restricted Stock Units" or "RSUs" mean units
of restricted stock granted to a Participant under the 91 Stock Plan, which
would otherwise be payable to the Participant but for an election to defer the
RSUs under this Plan.

      2.22  UNFORESEEABLE EMERGENCY. "Unforeseeable Emergency" means a severe
financial hardship to the Participant resulting from a sudden and unexpected
illness or accident of the Participant, the Participant's spouse, or a dependent
of the Participant (as defined in Code Section 152(a)), loss of the
Participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant.

      2.23  VALUATION DATE. "Valuation Date" means the last day of the Plan Year
or such other, more frequent, dates as determined by the Committee.

      2.24  VALUATION PERIOD. "Valuation Period" means the period beginning on
the day after each Valuation Date and ending on the immediately following
Valuation Date.

                                   ARTICLE III

                     PARTICIPATION AND DEFERRAL COMMITMENTS

      3.1   ELIGIBILITY AND PARTICIPATION.

            (a)   Eligibility. Eligibility to participate in the Plan shall be
limited to the Company's corporate officers who earn an annual Base Salary of at
least $130,000, or who satisfy such other criteria as may be established by the
Chief Executive Officer of the Company, and who are designated from time to time
by the Chief Executive Officer.

            (b)   Participation. An eligible individual may elect to participate
in the Plan with respect to any Deferral Period by submitting a Participation
Agreement to the Committee by the fifteenth (15th) day of the month immediately
preceding the beginning of the Deferral Period.
<PAGE>
Notwithstanding the foregoing, participation with respect to deferral elections
for an LTIP Award or RSUs is permitted as provided in Sections 3.2(c) and (d).

            (c)   Partial-Year Participation. If an individual first becomes
eligible to participate during a Deferral Period, the eligible individual may
elect to participate in the Plan by submitting a Participation Agreement to the
Committee within thirty (30) days after the individual is designated as eligible
to participate, and participation will begin as of the first paycycle beginning
in the month following the submission of the Participation Agreement to the
Committee.

      3.2   FORM OF DEFERRAL. A Participant may elect Deferral Commitments in
the Participation Agreement as follows:

            (a)   Salary Deferral Commitment. A salary Deferral Commitment shall
be related to the Base Salary earned by and payable to a Participant during the
Deferral Period. The amount to be deferred shall be stated either as a
percentage or a flat dollar amount.

            (b)   Bonus Deferral Commitment. A bonus Deferral Commitment shall
be related to the Bonus earned by and payable to the Participant for the
Deferral Period. Bonuses are deemed earned at such time as the Company
communicates its determination of Bonuses to the affected Participant. The
amount to be deferred may be stated either as a percentage or a flat dollar
amount. A bonus Deferral Commitment shall only be valid for one Deferral Period.

            (c)   LTIP Award Deferral Commitment. If permitted by the Committee
for the LTIP, a Participant may elect to defer his or her LTIP Award for a
Performance Cycle (as defined in the LTIP). Such election will be applicable for
that LTIP Award only and must be made at least one year prior to the close of
the relevant Performance Cycle. The amount to be deferred may be stated either
as a percentage or a flat dollar amount. If a Participant elects to defer his or
her LTIP Award for a Performance Cycle, all of the Participant's rights to his
or her LTIP Award will be deemed to
<PAGE>
have been transferred to this Plan, effective as of the date the LTIP Award
would have otherwise been payable to the Participant from the LTIP, but for the
Participant's deferral election.

            (d)   RSU Deferral Commitment. A Participant may elect to defer his
or her RSUs. Such election will be applicable only for the RSUs identified in
the Deferral Election Form and must be made at least one year prior to vesting
date (or, if later, within the later of 30 days of the grant date or 30 days of
the date of the award agreement) of such RSUs. The amount to be deferred may be
stated either as a percentage or a specified amount. If a Participant elects to
defer his or her RSUs, all of the Participant's rights to his or her RSUs will
be deemed to have been transferred to this Plan, effective as of the date the
RSUs would have otherwise been paid out under the terms of the 91 Stock Plan
(but for the Participant's deferral election).

      3.3   LIMITATIONS ON DEFERRAL COMMITMENTS. The following limitations shall
apply to Deferral Commitments:

            (a)   Minimum. The minimum deferral amount shall be five thousand
dollars ($5,000) for each Deferral Period. The minimum deferral amount can be
satisfied from either the Participant's Base Salary, Bonus and/or LTIP Award.
The minimum deferral amount does not apply to RSU deferrals.

            (b)   Maximum. The maximum deferral amount shall be one hundred
percent (100%) of the Participant's Base Salary (pro-rated based on the number
of months remaining in the Deferral Period if the Participant begins
participating after the beginning of the Deferral Period), one hundred percent
(100%) of the Participant's Bonus, one hundred percent (100%) of the
Participant's LTIP Award; and/or one hundred percent (100%) of the Participant's
RSUs; provided, however, that no Deferral Commitment shall reduce a
Participant's total Compensation below the amount necessary to satisfy the
following obligations: (1) applicable employment taxes on amounts
<PAGE>
deferred; (2) withholding requirements for other employee benefit plan elections
made by the Participant and/or required by the Company; and (3) all applicable
tax withholding for Compensation that cannot be deferred.

            (c)   Changes in Minimum or Maximum. The Committee may change the
minimum or maximum deferral amounts from time to time by giving written notice
to all Participants. No such change may affect a Deferral Commitment for a
Deferral Period, which is made prior to the Committee's action.

      3.4   MODIFICATION OF DEFERRAL COMMITMENT. Generally, a Deferral
Commitment made for a Deferral Period is irrevocable once the Deferral Period
for which the Deferral Commitment was made commences. However, with the consent
of the Committee, a Participant may elect to suspend his Deferral Commitment
once during a Deferral Period with respect to Base Salary and/or Bonuses that
have not been paid, by giving the Committee 20-days prior written notice of the
Participant's election to suspend his Deferral Commitment. Absent the
Committee's consent, no such suspensions shall be permitted.

      3.5   CHANGE IN EMPLOYMENT STATUS. If the Chief Executive Officer of the
Company determines that a Participant's performance is no longer at a level that
deserves to be rewarded through participation in the Plan, or that the
Participant otherwise no longer satisfies the eligibility criteria of Section
3.1, but the Participant's employment with Employer is not terminated, the
Participant's existing Deferral Commitment shall terminate at the end of the
Deferral Period and no new Deferral Commitment may be made by such Participant
after notice of such determination is given. Also, notwithstanding any provision
to the contrary, if it is determined or reasonably believed, based on a judicial
or administrative determination or an opinion of the Company's legal counsel
that a Participant is not a "management" or "highly compensated" employee within
the meaning of
<PAGE>
Sections 201, 301, and 401 of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), such individual shall cease to be a Participant and
his Account shall be paid to him in a lump sum as soon as practicable after the
adverse determination is made.

                                   ARTICLE IV

                          DEFERRED COMPENSATION ACCOUNT

      4.1   ACCOUNT. The Committee shall establish and maintain an Account for
each Participant under the Plan. Separate subaccounts may be maintained to
reflect different forms of distribution and payment elected by the Participant
and/or different Adjustment Rates.

      4.2   TIMING OF CREDITS: WITHHOLDING. A Participant's deferred
Compensation shall be credited to the Participant's Account at the time it would
have been payable to the Participant. Any withholding of taxes or other amounts
with respect to deferred Compensation that is required by state, federal, or
local law shall be withheld from the Participant's nondeferred Compensation to
the maximum extent possible and any remaining amount shall reduce the amount
credited to the Participant's Account.

      4.3   DISCRETIONARY CONTRIBUTIONS. Employer may make Discretionary
Contributions to a Participant's Account. Discretionary Contributions shall be
credited at such times and in such amounts as the Board in its sole discretion
shall determine.

      4.4   DETERMINATION OF ACCOUNT. Each Participant's Account as of each
Valuation Date shall consist of the balance of the Account as of the immediately
preceding Valuation Date, adjusted as follows:

            (a) New Deferrals. The Account shall be increased by any deferred
Compensation credited since the immediately preceding Valuation Date.
<PAGE>
      (b)   Discretionary Contributions. The Account shall be increased by any
Discretionary Contributions credited since the immediately preceding Valuation
Date.

      (c)   Distributions. The Account shall be reduced by any benefits
distributed from the Account to the Participant since the immediately preceding
Valuation Date.

      (d)   Earnings/Losses. The Account shall be increased for earnings
accumulated and reduced for losses incurred since the immediately preceding
Valuation Date. Earnings and losses shall be determined by multiplying the
amount credited to the Account (net of any reduction required by Section 4.4(c)
above) by the Adjustment Rate in effect during the Valuation Period. If two or
more Adjustment Rates are in effect during any Valuation Period, earnings and
losses shall be determined separately with respect to each subaccount.

      4.5   VESTING OF ACCOUNT. Each Participant shall be one hundred percent
(100%) vested at all times in the amounts credited to such Participant's Account
and earnings or losses.

      4.6   STATEMENT OF ACCOUNT. The Committee shall give to each Participant a
statement showing the balance in the Participant's Account on an annual basis
and at such times as may be determined by the Committee.

                                    ARTICLE V

                                 ADJUSTMENT RATE

      5.1   SELECTION OF ADJUSTMENT RATE. Each Participant shall have the right
to direct that the Adjustment Rate for his Account be equal to the rate of
return (as determined by the Committee in accordance with Section 5.2) on one or
more hypothetical investments approved by the Committee. The Committee shall
specify from time to time a menu of hypothetical investments from which the
Participant may choose, consisting of investments for which market quotations
are readily available,
<PAGE>
including but not necessarily limited to publicly traded stocks, bonds, or
mutual funds. The Committee may amend this menu from time to time in its
discretion.

      By filing a written election with the Committee, the Participant may
select hypothetical investments from the Committee's approved menu. The
Participant's written election shall specify the name of each hypothetical
investment, and the percentage of his Account to be indexed to each such
hypothetical investment. The Participant's election shall remain in effect until
modified or revoked by the Participant. The Participant shall have the right to
make a new election or revoke or modify any previous election: (a) effective as
of the first day of a calendar year, by filing his written election with the
Committee by the fifteenth day (15th) of the month immediately preceding the
beginning of the calendar year, or (b) effective as of the first day of a
calendar quarter by filing his written election with the Committee at least
thirty (30) days before the quarter begins.

      If the Participant fails to make an election pursuant to this Section (or
if the Participant revokes an election without making a new one), the Adjustment
Rate shall be equal to the rate of return on a Money Market fund as selected by
the Committee. In no event will the Employer be required under this Plan to make
any investment in accordance with a Participant's selection of a hypothetical
investment for determining the Adjustment Rate.

      5.2   RATE OF RETURN. For purposes of Sections 4.4 and 5.1 above, the rate
of return on any hypothetical investment approved by the Committee shall be
equal to the rate of return, net of all fund-level expenses, an investor would
realize for the Valuation Period if the investor had invested in that specific
investment vehicle on the first day of the Valuation Period.

      5.3   RATE FOR DEFERRED STOCK UNITS. Notwithstanding Sections 5.1 and 5.2
above, with respect to any Deferred Stock Units that are to be paid from the
Plan, the Adjustment Rate and rate of return will be based on the Fair Market
Value of the shares of Company stock to be issued for
<PAGE>
such Units as of the Valuation Date. The "Fair Market Value" is the closing
sales price on the Valuation Date (or if the Valuation Date is not a business
day, on the immediately preceding business day) as reported on the principal
securities exchange on which the shares are then listed or admitted to trading.

                                   ARTICLE VI

                                  DISTRIBUTIONS

      6.1   TIMING OF DISTRIBUTIONS. In no event will any portion of a
Participant's Account be distributed from the Plan before the earliest of: (a)
the date the Participant separates from service with the Company (or 6 months
thereafter if the Participant is a "key employee" as defined in Code Section
416(i)), (b) the date the Participant becomes disabled or dies, (c) a specified
time (or pursuant to a fixed schedule) elected in accordance with Section 6.2,
(d) the date a change in ownership or effective control of the corporation, or
in the ownership of a substantial portion of the assets of the corporation,
occurs (to the extent permitted by the Secretary of Treasury), or (e) the
occurrence of an Unforeseeable Emergency.

      6.2   SCHEDULED DISTRIBUTIONS. Subject to the requirements of this Section
6.2, at the time a Participant makes a Deferral Commitment, the Participant may
specify in his Participation Agreement the payment date as of which the
Compensation subject to that Deferral Commitment will be (or begin to be)
distributed to him, the method in which such distribution(s) will be made, and
the form of distribution for any LTIP Award deferral ("Payment Designation"),
and the Company shall make such distribution(s) to the Participant. The payment
date that may be elected by the Participant is either the Participant's
separation from service (or 6 months thereafter if the Participant is a "key
employee" as defined in Code Section 416(i)) or a specified date.
<PAGE>
      The methods of payment available under the Plan which may be selected by
the Participant for Base Salary or Bonus deferrals and for LTIP Award deferrals
that are to be paid in cash are: one or more lump sum payments; installments
over a designated period of time (not to exceed 10 years) payable in monthly,
quarterly or annual payments; or annuity payments paid under the terms of any
commercial annuity selected by Participant. Notwithstanding the foregoing, if
the Participant's account balance as of the distribution date is twenty-five
thousand dollars ($25,000) or less, the account balance will be distributed in
one lump sum payment on the specified distribution date, without regard to the
method of payment selected by the Participant.

      Deferred Stock Units will be paid in a lump sum in the form of shares of
the Company's common stock; provided, however, that any fractional share will be
paid in cash.

      A Participant may elect to have a deferred LTIP Award paid in cash or
in shares of the Company's common stock. This election must be made in
connection with the election of the specified payment date and is subject to the
same timing requirements. If the Participant fails to make an election as to the
form of payment, payment will be made in cash. If a Participant elects payment
in the form of cash, the provisions of the second paragraph of this Section
apply to the selection of the method of payment. If a Participant elects payment
in the form of shares, payment will be made in a lump sum, and any fractional
share will be paid in cash.

      A Participant may change his elected payment date, method of payment,
and/or form of payment by filing a new payment designation form with the
Company; provided, however, that the change in election must be made at least 12
months prior to the previously selected payment date, the change cannot take
effect until at least 12 months after the date on which the change is made, and
the change must result in a deferral of payment for a period of at least five
years from the date payment would have otherwise been made.
<PAGE>
      6.3   DISTRIBUTIONS FOR UNFORESEEABLE EMERGENCIES. Upon a finding that a
Participant has suffered an Unforeseeable Emergency, the Committee may, in its
sole discretion, make a distribution from the Participant's Account in a lump
sum payment or allow a Participant to suspend entirely or reduce the amount of
his Deferral Commitment. The amount of such a distribution shall be limited to
the amount necessary to satisfy the Unforeseeable Emergency (plus the amount
necessary to pay taxes reasonably anticipated as a result of the distribution),
after taking into account the extent to which the Unforeseeable Emergency is or
may be relieved through reimbursement or compensation by insurance or otherwise
or by liquidation of the Participant's assets (to the extent the liquidation of
such assets would not itself cause severe financial hardship). The distribution
shall be made within thirty (30) days after the Committee determines that an
Unforeseeable Emergency exists.

      6.4   DISTRIBUTION TO PARTICIPANT IN ABSENCE OF PAYMENT DESIGNATION. If
the Participant does not have a valid Payment Designation on file with the
Employer when the Participant has a separation from service with the Employer,
the Participant's Account shall be distributed to the Participant (or the
Participant's designated beneficiary if the Participant is deceased) in a
single, lump sum payment within an administratively reasonable period of time
following the Participant's separation from service (or 6 months thereafter if
the Participant is a "key employee" as defined in Code Section 416(i)).

      6.5   DEATH BENEFITS. Any portion of the Participant's Account that is in
pay status at the time of his death shall be paid to the Participant's
Beneficiary according to the method of payment being paid to the Participant.
Any portion of the Participant's Account that is not in pay status at the time
of his death shall be paid to the Participant's Beneficiary in the method
selected by the Participant in the Payment Designation or, if there is no valid
Payment Designation on file, then in a
<PAGE>
lump sum payment. Payment shall be made (or commence) within an administratively
reasonable period of time following the Participant's death.

      6.6   WITHHOLDING FOR TAXES. To the extent required by the law in effect
at the time payments are made, the Employer shall withhold from the payments
made hereunder any taxes required to be withheld by the federal or any state or
local government, including any amounts which the Employer determines is
reasonably necessary to pay any generation-skipping transfer tax which is or may
become due. A Beneficiary, however, may elect not to have withholding of federal
income tax pursuant to Code Section 3405(a)(2), or any successor provision
thereto.

      6.7   VALUATION AND SETTLEMENT. The amount of a lump sum payment and the
initial amount of installments shall be based on the value of the Participant's
Account on the Valuation Date coincident with or immediately preceding the date
such payment is to be made (or commence).

      6.8   PAYMENT TO GUARDIAN. The Committee may direct payment to the duly
appointed guardian, conservator, or other similar legal representative of a
Participant or Beneficiary to whom payment is due. In the absence of such a
legal representative, the Committee may, in its sole and absolute discretion,
make payment to a person having the care and custody of a minor, incompetent or
person incapable of handling the disposition of property upon proof satisfactory
to the Committee of incompetency, minority, or incapacity. Such distribution
shall completely discharge the Company from all liability with respect to such
benefit.

      6.9   RECEIPT ON RELEASE. Any payment to a Participant or the
Participant's Beneficiary in accordance with the provisions of the Plan shall,
to the extent thereof, be in full satisfaction of all claims against the
Committee and the Company. The Committee may require such Participant or
Beneficiary, as a condition precedent to such payment, to execute a receipt and
release to such effect.
<PAGE>
      6.10  INABILITY TO LOCATE PARTICIPANT OR BENEFICIARY. In the event that
the Committee is unable to locate a Participant or Beneficiary within two (2)
years following the required payment date, the Participant's account balance
shall be forfeited. If, after such forfeiture, the Participant or Beneficiary
later claims such benefit, such benefit shall be reinstated without interest or
earnings from the date of the forfeiture through the date of reinstatement.

                                   ARTICLE VII

                             BENEFICIARY DESIGNATION

      7.1   BENEFICIARY DESIGNATION. Subject to Section 7.3, each Participant
shall have the right, at any time, to designate one (1) or more persons or an
entity as Beneficiary (both primary as well as secondary) to whom benefits under
this Plan shall be paid in the event of Participant's death prior to complete
distribution of the Participant's Account. Each Beneficiary designation shall be
in a written form prescribed by the Committee and shall be effective only when
filed with the Committee during the Participant's lifetime.

      7.2   CHANGING BENEFICIARY. Subject to Section 7.3, any beneficiary
designation may be changed by a Participant without the consent of the
previously named Beneficiary by the filing of new designation with the
Committee. The filing of a new designation shall cancel all designations
previously filed.

      7.3   COMMUNITY PROPERTY. If the Participant resides in a community
property state, the following rules shall apply:

            (a)   Designation by a married Participant of a Beneficiary other
than the Participant's spouse shall not be effective unless the spouse executes
a written consent that acknowledges the effect of the designation, or it is
established the consent cannot be obtained because the spouse cannot be located.
<PAGE>
            (b)   A married Participant's Beneficiary designation may be changed
by a Participant with the consent of the Participant's spouse as provided for in
Section 7.3(a) by the filing of a new designation with the Committee.

            (c)   If the Participant's marital status changes after the
Participant has designated a Beneficiary, the following shall apply:

                  (1)   If the Participant is married at the time of death but
            was unmarried when the designation was made, the designation shall
            be void unless the spouse has consented to it in the manner
            prescribed in Section 7.3(a).

                  (2)   If the Participant is unmarried at the time of death but
            was married when the designation was made:

                        a)    The designation shall be void if the spouse was
                  named as Beneficiary.

                        b)    The designation shall remain if a nonspouse
                  Beneficiary was named.

                  (3)   If the Participant was married when the designation was
            made and is married to a different spouse at death, the designation
            shall be void unless the new spouse has consented to it in the
            manner prescribed above.

      7.4   NO BENEFICIARY DESIGNATION. If any Participant fails designate a
Beneficiary in the manner provided above, if the designation is void, or if the
Beneficiary designated by a ceased Participant dies before the Participant or
before complete distribution of the Participant's benefits, the Participant's
Beneficiary shall be the person in the first of the following classes in which
there is a survivor:

            (a)   The Participant's spouse;
<PAGE>
            (b)   The Participant's children in equal shares, except that if any
of the children predeceases the Participant but leaves issue surviving, then
such issue shall take by right of representation the share the parent would have
taken if living;

            (c)   The Participant's estate.

                                  ARTICLE VIII

                                 ADMINISTRATION

      8.1   COMMITTEE; DUTIES. This Plan shall be administered by the Committee.
The Committee shall have the exclusive authority to make, amend, interpret and
enforce all appropriate rules and regulations for the administration of the Plan
and decide or resolve any and all questions, including interpretations of the
Plan, as may arise in such administration. A majority vote of the Committee
members shall control any decision. Members of the Committee may be Participants
under this Plan. In no event shall a Committee member make a deciding vote on
his own benefit. The Committee shall report to the Chief Executive Officer on an
annual basis regarding Plan activity and at such other times as may be
requested.

      8.2   AGENTS. The Committee may, from time to time, employ agents and
delegate to them such administrative duties as it sees fit, and may from time to
time consult with counsel who may be counsel to the Company.

      8.3   BINDING EFFECT OF DECISIONS. The decision or action of the Committee
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, conclusive and binding upon
all persons having any interest in the Plan.

      8.4   INDEMNITY OF COMMITTEE. The Company shall indemnify and hold
harmless the members of the Committee against any and all claims, loss, damage,
expense or liability arising from
<PAGE>
any action or failure to act with respect to this Plan on account of such
person's service on the Committee, except in the case of gross negligence or
willful misconduct.

      8.5   COMPENSATION AND EXPENSES. The members of the Committee shall serve
without compensation for their services hereunder. Expenses and fees in
connection with the administration of the Plan shall be paid by the Company.

                                   ARTICLE IX

                                CLAIMS PROCEDURE

      9.1   CLAIM. The Committee shall establish rules and procedures to be
followed by Participants and Beneficiaries in (a) filing claims for benefits,
and (b) for furnishing and verifying proofs necessary to establish the right to
benefits in accordance with the Plan, consistent with the remainder of this
Article. Such rules and procedures shall require that claims and proofs be made
in writing and directed to the Committee.

      9.2   REVIEW OF CLAIM. The Committee shall review all claims for benefits.
Upon receipt by the Committee of such a claim, it shall determine the validity
of all facts which are necessary to establish the right of the claimant to
benefits under the provisions of the Plan and the amount thereof as herein
provided within ninety (90) days of receipt of such claim. If prior to the
expiration of the initial ninety (90) day period, the Committee determines
additional time is needed to come to a determination on the claim, the Committee
shall provide written notice to the Participant, Beneficiary or other claimant
of the need for the extension, not to exceed a total of one hundred eighty (180)
days from the date the application was received.

      9.3   NOTICE OF DENIAL OF CLAIM. In the event that any Participant,
Beneficiary or other claimant claims to be entitled to a benefit under the Plan,
and the Committee determines that such claim should be denied in whole or in
part, the Committee shall, in writing, notify such claimant that
<PAGE>
the claim has been denied, in whole or in part, setting forth the specific
reasons for such denial. Such notification shall be written in a manner
reasonably expected to be understood by such claimant and shall refer to the
specific sections of the Plan relied on, shall describe any additional material
or information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary, and where
appropriate, shall include an explanation of how the claimant can obtain
reconsideration of such denial.

      9.4   RECONSIDERATION OF DENIED CLAIM.

            (a)   Within sixty (60) days after receipt of the notice of the
denial of a claim, such claimant or duly authorized representative may request,
by mailing or delivery of such written notice to the Committee, a
reconsideration by the Committee of the decision denying the claim. If the
claimant or duly authorized representative fails to request such a
reconsideration within such sixty (60) day period, it shall be conclusively
determined for all purposes of this Plan that the denial of such claim by the
Committee is correct. If such claimant or duly authorized representative
requests a reconsideration within such sixty (60) day period, the claimant or
duly authorized representative shall have thirty (30) days after filing a
request for reconsideration to submit additional written material in support of
the claim, review pertinent documents, and submit issues and comments in
writing.

            (b)   After such reconsideration request, the Committee shall
determine within sixty (60) days of receipt of the claimant's request for
reconsideration whether such denial of the claim was correct and shall notify
such claimant in writing of its determination. The notice of decision shall
include specific reasons for the decision, shall be written in a manner
calculated to be understood by the claimant, and shall include specific
references to the pertinent Plan provisions on which the decision is based. In
the event of special circumstances determined by the Committee, the
<PAGE>
time for the Committee to make a decision may be extended by an additional sixty
(60) days upon written notice to the claimant prior to the commencement of the
extension. If such determination is favorable to the claimant, it shall be
binding and conclusive. If such determination is adverse to such claimant, it
shall be binding and conclusive unless the claimant or his duly authorized
representative notifies the Committee within ninety (90) days after the mailing
or delivery to the claimant by the Committee of its determination that claimant
intends to institute legal proceedings challenging the determination of the
Committee and actually institutes such legal proceedings within one hundred
eighty (180) days after such mailing or delivery.

      9.5   EMPLOYER TO SUPPLY INFORMATION. To enable the Committee to perform
its functions, the Employer shall supply full and timely information to the
Committee of all matters relating to the retirement, death or other cause for
termination of employment of all Participants, and such other pertinent facts as
the Committee may require.

                                    ARTICLE X

                        AMENDMENT AND TERMINATION OF PLAN

      10.1  AMENDMENT. The Board may at any time amend the Plan by written
instrument, notice of which is given to all Participants and to Beneficiaries
receiving installment payments, subject to the following:

            (a)   Preservation of Account Balance. No amendment shall reduce the
amount accrued in any Account to the date such notice of the amendment is given;
provided, however, that any amendment required due to legislation or regulations
may require and/or permit amounts to be returned to the Participant.

            (b)   Changes in Interest Rate. No amendment shall reduce the amount
of earnings or losses already accrued in any Account. A change shall not become
effective before the first day of
<PAGE>
the Plan year which follows the adoption of the amendment and at least thirty
(30) days written notice to the Participants.

      10.2  EMPLOYER'S RIGHT TO TERMINATE. The Board may at any time partially
or completely terminate the Plan if, in its judgment, the tax, accounting or
other effects of the Plan, or potential payments thereunder are not in the best
interests of the Employer.

            (a)   Partial Termination. The Board may partially terminate the
Plan by instructing the Committee not to accept any additional Deferral
Commitments. If such a partial termination occurs, the Plan shall continue to
operate and be effective with regard to Deferral Commitments for the current
Deferral Period entered into prior to the effective date of such partial
termination.

            (b)   Complete Termination. The Board may completely terminate the
Plan by instructing the Committee not to accept any additional Deferral
Commitments, and by terminating all ongoing Deferral Commitments. If such a
complete termination occurs the Plan shall cease to operate and Employer shall
pay out each Account. Payment shall be made in a lump sum and shall be made
within sixty-five (65) days after the Board terminates the Plan.

                                   ARTICLE XI

                                  MISCELLANEOUS

      11.1  UNFUNDED PLAN. This Plan is an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of "management or
highly-compensated employees" within the meaning of Sections 201, 301 and 401 of
ERISA, and therefore is exempt from the provisions of Parts 2, 3 and 4 of Title
I of ERISA.

      11.2  COMPANY OBLIGATIONS. The obligation to make benefit payments to any
Participant under the Plan shall be the liability of the Company.
<PAGE>
      11.3  UNSECURED GENERAL CREDITOR. Participants and Beneficiaries shall be
unsecured general creditors, with no secured or preferential right to any assets
of Employer or any other party for payment of benefits under this Plan, Any life
insurance policies, annuity contracts or other property purchased by Employer in
connection with this Plan shall remain its general, unpledged and unrestricted
assets. Employer's obligation under the Plan shall be an unfunded and unsecured
promise to pay money in the future.

      11.4  TRUST FUND. At its discretion, the Company may establish one (1) or
more trusts, with such trustees as the Board may approve, for the purpose of
providing for the payment of benefits owed under the Plan. Although such a trust
may be irrevocable, its assets shall be held for payment of all the Company's
general creditors in the event of insolvency or bankruptcy. To the extent any
benefits provided under the Plan are paid from any such trust, Employer shall
have no further obligation to pay them. If not paid from the trust, such
benefits shall remain the obligation of Employer.

      11.5  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 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
nontransferable. No part of the amounts payable shall, prior to actual payment
be subject to seizure or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by a Participant or any other person, nor
be transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.

      11.6  NOT A CONTRACT OF EMPLOYMENT. This Plan shall not constitute a
contract of employment between Employer and the Participant. Nothing in this
Plan shall give a Participant the
<PAGE>
right to be retained in the service of Employer or to interfere with the right
of Employer to discipline or discharge a Participant at any time.

      11.7  PROTECTIVE PROVISIONS. A Participant will cooperate with Employer by
furnishing any and all information requested by Employer in order to facilitate
the payment of benefits hereunder, and by taking such physical examinations as
Employer may deem necessary and taking such other action as may be requested by
Employer.

      11.8  GOVERNING LAW. The provisions of this Plan shall be construed and
interpreted according to the laws of the State of Arizona, except as preempted
by federal law.

      11.9  VALIDITY. In case any provision of this Plan shall be held 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 and invalid provision had never been inserted herein.

      11.10 NOTICE. Any notice required or permitted under the Plan shall be
sufficient if in writing and hand delivered or sent by registered or certified
mail. Such notice shall be deemed as 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. Mailed notice to the Committee shall be
directed to the Company's address. Mailed notice to a Participant or Beneficiary
shall be directed to the individual's last known address in Employer's records.

      11.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
benefit of Employer and its successors and assigns. The term successors as used
herein shall include any corporate or other business entity which shall, whether
by merger, consolidation, purchase or otherwise acquire all or substantially all
of the business and assets of Employer, and successors of any such corporation
or other business entity.
<PAGE>
DATED: November ____, 2004.

                                        ALLIED WASTE INDUSTRIES, INC.,
                                           a Delaware corporation

                                        By
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                                        Title
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