WTE-561335.
                          ALLIED WASTE INDUSTRIES, INC.

                  AMENDMENT NO. 1 TO 1991 INCENTIVE STOCK PLAN

         This Amendment No. 1 (the  "Amendment")  to 1991  Incentive  Stock Plan
(the "Plan") is adopted by the Board of  Directors  of Allied Waste  Industries,
Inc. (the "Company")  pursuant to the authority  granted to the Board in Section
15 of the Plan.  Capitalized  terms used but not defined  herein  shall have the
meanings set forth in the Plan. The Plan is hereby amended as follows:

         1.       A new Section 2(aa) hereby is added as follows:

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

         2.       The first paragraph of Section 4 hereby is amended in its
entirety to read as follows:

                           The Plan shall be  administered  by the Board or by a
                  Committee of not less than two Nonemployee Directors who shall
                  be  appointed by the Board and who shall serve at the pleasure
                  of the Board.  For purposes of grants and awards  pursuant to,
                  and  administration of this Plan under,  Sections 4 through 23
                  of the  Plan,  the  terms  "Committee"  and  "Board"  are used
                  interchangeably.

         3.       A new paragraph hereby is added at the end of Section 4 to
read as follows:

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

         4.  Section  6(c)(5)  hereby  is  amended  in its  entirety  to read as
follows:

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

         5. Section 6(c)(6)  (relating to limitations on the exercise of Options
and  restrictions on the assignment or transfer of options) hereby is deleted in
its entirety.

         6. A new Section 25 is added to read as follows:

                  25.      Compliance with the Exchange Act

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

Except as expressly modified by this Amendment,  the terms and conditions of the
Plan remain in full force and effect. The effective date of this Amendment shall
be November 1, 1996.