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                                                                   Exhibit 10.46

                                AMENDMENT TO THE
                          ALLIED WASTE INDUSTRIES, INC.
                 AMENDED AND RESTATED 1994 INCENTIVE STOCK PLAN

      THIS AMENDMENT, is made and entered into on December 12, 2002, by ALLIED
WASTE INDUSTRIES, INC., a Delaware corporation ("Employer").

                                R E C I T A L S:

      1.    The Employer maintains the Allied Waste Industries, Inc. Amended and
Restated 1994 Incentive Stock Plan ("Plan");

      2.    The Employer has reserved the right to amend the Plan in whole or in
part; and

      3.    The Employer intends to amend the Plan.

      THEREFORE, the Employer hereby adopts this Amendment as follows:

      1.    Section 2(m) of the Plan is amended to read as follows:

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

      2.    Section 2 of the Plan is amended by adding the following new
definition:

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

      3.    Section 4 of the Plan is amended by adding the following sentence to
the end of the first paragraph:
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            For purposes of grants and awards pursuant to, and the
      administration of this Plan under, Sections 4 through 25, the term
      "Committee" and "Board" shall be used interchangeably.

      4.    Section 4 of the Plan is amended by adding the following new
paragraph to the end of that Section:

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

      5.    Section 6(c)(3) of the Plan is to read as follows:

            An Option shall be exercised by delivering notice to the Company's
      principal office, to the attention of its Secretary, along with the
      agreement evidencing the Option and payment for shares of Common Stock to
      be purchased upon the exercise of the Option. The notice must specify the
      number of shares of Common Stock with respect to which the Option is being
      exercised and must be signed by the Participant. Payment shall be made
      either (A) in cash, by certified check, bank cashier's check or wire
      transfer, (B) subject to the approval of the Committee, in shares of
      Common Stock owned by the Participant for a period of at least six months
      prior to the effective date on which the Option is exercised and valued at
      their Fair Market Value on the effective date of such exercise, (C)
      subject to the approval of the Committee, in the form of a "cashless
      exercise" (as described below) or (D) subject to the approval of the
      Committee, in any combination of the foregoing. Any payment in shares of
      Common Stock shall be effected by the delivery of such shares to the
      Secretary of the Company, duly endorsed in blank or accompanied by stock
      powers duly executed in blank, together with any other documents and
      evidences as the Secretary of the Company shall require from time to time.
      The effective date on which an Option is exercised shall be established by
      the Secretary and shall occur within an administrative reasonable period
      of time (but no later than five business days) after the Secretary
      receives the notice, agreement, and payment referred to above. Prior to
      the exercise date, the Optionee may withdrawal the notice, in which case
      the Option will not be exercised.

            The cashless exercise of an Option shall be pursuant to procedures
      whereby the Participant by written notice, directs (A) an immediate market
      sale or margin loan respecting all or a part of the shares of Common Stock
      to which he is entitled upon exercise pursuant to an extension of credit
      by a brokerage firm (or other party that is not affiliated with the
      Company) of the exercise price, (B) the delivery of the shares of Common
      Stock directly from the Company to a brokerage firm and (C) delivery of
      the exercise price from the sale or the margin loan proceeds from the
      brokerage firm directly to the Company.

      6.    Section 6(c)(5) of the Plan is amended to read as follows:

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            Certificates for shares of Common Stock purchased upon the exercise
      of an Option shall be issued in the name of the Participant or permitted
      transferee of the Participant and delivered to the Participant or
      permitted transferee as soon as practicable following the later of (A) the
      effective date on which the Option is exercised or (B) the date
      withholdings are made by the Company (or an amount sufficient to satisfy
      such withholdings are received by the Company) with respect to the Option
      that is exercised; provided, however, that such delivery shall be effected
      for all purposes when a stock transfer agent of the Company shall have
      deposited such certificates in the United States mail, addressed to the
      Participant or permitted transferee. If withholdings are to be transmitted
      to the Company and are not timely received, to satisfy its withholding
      obligation, the Company may withhold a portion of the shares of Common
      Stock that would otherwise be issued to the Participant upon the exercise
      of the Option, sell such shares, and use the proceeds from such shares to
      satisfy the Company's withholding obligations.

      7.    Section 6(c)(6) of the Plan is amended to read as follows:

                  Except as set forth in this Section 6(c)(6), during the
         lifetime of a Participant, each Option granted to him shall be
         exercisable only by him or a broker-dealer acting on his behalf
         pursuant to Section 6(c)(4). No Option shall be assignable or
         transferable for value. Each Option may be assigned by a Participant by
         will or by the laws of descent and distribution, or pursuant to a
         Qualified Domestic Relations Order. Non-Qualified Stock Options may be
         assigned to: (A) a child, stepchild, grandchild, sibling, niece,
         nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
         brother-in-law or sister-in-law, including adoptive relationships, (B)
         any person sharing the Participant's household (other than a tenant or
         employee), (C) a trust in which the persons described in (A) or (B) (or
         the Participant) hold more than 50% of the beneficial interest or (D) a
         private foundation in which the persons described in (A) or (B) (or the
         Participant) own more than 50% of the voting interests. A transfer to
         any entity in which more than 50% of the voting interests are owned by
         the persons described in (A) or (B) (or the Participant) in exchange
         for an interest in that entity shall not constitute a transfer for
         value.

      8.    Section 6 of the Plan is amended by adding the following new
paragraphs to the end of that Section:

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

            (g)   Definitions. For purposes of this Section 6, "month" means 31
      calendar days beginning with the calendar day on which the relevant event
      occurs, and "year" means 365 calendar days beginning with the calendar day
      on which the relevant event occurs.

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      9.    The first sentence in the first paragraph of Section 7 of the Plan
is amended to read as follows:

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

      10.   Section 7(c) of the Plan is amended to read as follows:

            (c)   Transfers Prior to Vesting. Prior to the vesting of a share of
      Restricted Stock, a Participant shall be entitled to assign or transfer
      such share and all of the rights related thereto to the extent permitted
      by this Section 7(c). Any such assignment or transfer must not be for
      value. Any such assignment or transfer is limited to an assignment or
      transfer to: (i) a child, stepchild, grandchild, sibling, niece, nephew,
      mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law
      or sister-in-law, including adoptive relationships, (ii) any person
      sharing the Participant's household (other than a tenant or employee),
      (iii) a trust in which the persons described in (i) or (ii) (or the
      Participant) hold more than 50% of the beneficial interest or (iv) a
      private foundation in which the persons described in (i) or (ii) (or the
      Participant) own more than 50% of the voting interests. A transfer to any
      entity in which more than 50% of the voting interests are owned by the
      persons described in (i) or (ii) (or the Participant) in exchange for an
      interest in that entity shall not constitute a transfer for value.

      11.   Section 7(d)(i) of the Plan is amended by changing the address
listed therein from "7201 East Camelback Road, #375, Scottsdale, Arizona 85251"
to "15880 North Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260."

      12.   The last sentence in Section 7(f)(i) of the Plan is amended to read
as follows:

            Such portion may equal zero, and any non-vested shares shall be
      forfeited as of the commencement of business on the date of the
      Participant's termination of employment.

      13.   Section 7 is amended by adding the following new paragraph to the
end of that Section:

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

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      respect to which the dividends were paid.

      14.   The last sentence in Section 9(d)(i) of the Plan is amended to read
as follows:

            Such portion may equal zero, and any non-vested shares shall be
      forfeited as of the commencement of business on the date of the
      Participant's termination of employment.

      15.   Section 20 of the Plan is amended to read as follows:

            Upon the death of a Participant, outstanding Incentive Awards
      granted to such Participant may be exercised only by the executors or
      administrators of the Participant's estate or by any person or persons who
      shall have acquired such right to exercise by will or by the laws of
      descent and distribution or by assignment or transfer from the Participant
      as contemplated by Sections 6(c)(6) and 7(c) above. No transfer by will or
      the laws of descent and distribution, or as contemplated by Sections
      6(c)(6) and 7(c) above, of any Incentive Award, or the right to exercise
      any Incentive Award, shall be effective to bind the Company unless the
      Committee shall have been furnished with (a) written notice thereof and
      with a copy of the will, assignment, or transfer document and/or such
      evidence as the Committee may deem necessary to establish the validity of
      the transfer and (b) an agreement by the transferee to comply with all the
      terms and conditions of the Incentive Award that are or would have been
      applicable to the Participant and to be bound by the acknowledgments made
      by the Participant in connection with the grant of the Incentive Award.

      16.   The Plan is amended by adding the following new Section:

      24.   DEFERRAL OF DELIVERY OF SHARES

            The Committee (in its sole discretion) may permit or require a
      Participant who receives an Incentive Award to have Common Shares that
      would otherwise be delivered to the Participant converted into a deferred
      compensation account established for such Participant by the Committee as
      an entry on the Company's books. Such amounts shall be determined by
      reference to the Fair Market Value of such Common Shares as of the date
      they otherwise would have been delivered to the Participant. A deferred
      compensation account established under this Section 24 may be credited
      with interest or other forms of investment return, as determined by the
      Committee. A Participant for whom such an account is established shall
      have no rights other than those of a general creditor of the Company. Such
      an account shall represent an unfunded and unsecured obligation of the
      Company and shall be subject to the terms and conditions of the applicable
      agreement between the Participant and the Company; provided, however, that
      the Committee may elect to establish a trust for the purpose of securing
      any such obligation. If the deferral of Incentive Awards is permitted or
      required, the Committee (in its sole discretion) may establish rules,
      procedures and forms pertaining to such Incentive Awards, including
      (without limitation) the settlement of deferred compensation accounts
      established under this Section 24.

      17.   The Plan is amended by adding the following new Section:

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      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.

      18.   The Effective Date of this Amendment shall be December 12, 2002.

      19.   Except as amended, all of the terms and conditions of the Plan shall
remain in full force and effect.

                                     ALLIED WASTE INDUSTRIES, INC., a
                                       Delaware corporation



                                     By /s/ Steven M. Helm
                                       -----------------------------------------
                                       Steven M. Helm, Vice President, Legal and
                                       Corporate Secretary



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