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                                                                   EXHIBIT 10.10


                        BROWNING-FERRIS INDUSTRIES, INC.

                 RESTATED 1993 NON-EMPLOYEE DIRECTOR STOCK PLAN


1.       PURPOSE. The 1993 Non-Employee Director Stock Plan (the "Plan") is to
         benefit Browning-Ferris Industries, Inc. (the "Company") and its
         subsidiary corporations by offering its non-employee directors (the
         "Eligible Directors") an opportunity to become owners of the Common
         Stock, $.16-2/3 par value, of the Company (the "Stock") and is intended
         to advance the best interests of the Company by increasing their
         proprietary interest in the success of the Company and its subsidiary
         corporations.

2.       ADMINISTRATION. The Plan shall be administered by the Board of
         Directors of the Company (the "Board"). Subject to the terms of the
         Plan, the Board shall have the power to construe the provisions of the
         Plan, or of options granted hereunder (the "Options") or Stock issued
         hereunder, to determine all questions arising thereunder, and to adopt
         and amend such rules and regulations for administering the Plan as the
         Board deems desirable.

3.       AVAILABLE SHARES. The total amount of the Stock with respect to which
         Options and Stock paid in lieu of directors' annual retainer that may
         be granted under this Plan shall not exceed in the aggregate Two
         Hundred and Fifty Thousand (250,000) shares; provided, that the class
         and aggregate number of shares of Stock which may be granted hereunder
         shall be subject to adjustment in accordance with the provisions of
         Paragraph 17 hereof. Such shares of Stock may be treasury shares or
         authorized but unissued shares of Stock. In the event that any
         outstanding Option for any reason shall expire or is terminated or
         canceled, the shares of Stock allocable to the unexercised portion of
         such Option may again be subject to an Option or Options under the
         Plan.

4.       AUTHORITY TO GRANT OPTIONS AND STOCK. All Options granted under the
         Plan shall be non-qualified stock options. No Options shall be granted
         under the Plan subsequent to December 6, 2003. The only Options and
         Stock under the Plan which may be granted are those which are granted
         after both adoption of the Plan and approval thereof by the
         stockholders of the Company within twelve months after the date of such
         adoption, all as provided in Paragraph 21 hereof.

5.       ELIGIBILITY FOR STOCK OPTIONS AND STOCK. The individuals who shall be
         eligible to receive Options under the Plan shall be each Eligible
         Director of the Company.

6.       OPTION GRANT SIZE AND GRANT DATES.

         Initial Grants - An Option to purchase 5,000 shares of Stock (as
         adjusted pursuant to Paragraph 17) shall be granted to each Eligible
         Director the day following the Annual Meeting at which such Director is
         first elected or the day following the first Annual Meeting after such
         Eligible Director is first elected or appointed by the Board to be a



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         Director, whichever is applicable (an "Initial Grant"); provided, that
         if an Eligible Director who previously received an Initial Grant
         terminates service as a Director and is subsequently elected or
         appointed to the Board, such Director shall not be eligible to receive
         a second Initial Grant, but shall be eligible to receive only Annual
         Grants as provided in this Paragraph 6, beginning with the Annual
         Meeting held during the fiscal year immediately following the year in
         which such Director was reelected or appointed.

         Annual Grants - An Option to purchase 2,500 shares (as adjusted
         pursuant to Paragraph 17) shall be granted each year, the day following
         the Annual Meeting, to each director who is an Eligible Director at
         such time (except as set forth above) and who is not receiving an
         Initial Grant (each, an "Annual Grant").

         If however, the General Counsel of the Company determines, in his sole
         discretion, that the Company is in possession of material, nonpublic
         information about the Company, then the Initial and Annual Grant to the
         Eligible Directors shall be suspended until the second trading day
         after public dissemination of such information.

7.       OPTION PRICE; FAIR MARKET VALUE. The price at which shares of Stock may
         be purchased by an Eligible Director pursuant to an Option (the
         "Optionee") shall be the fair market value of the shares of Stock on
         the date the Option is granted. For all purposes of this Plan, the
         "fair market value" of the Stock shall be the closing selling price of
         the Stock as reported in The Wall Street Journal for the last trading
         day before the date as of which such fair market value is to be
         determined. No Option may be repriced.

8.       DURATION OF OPTIONS. The term of each Option hereunder shall be ten
         years, and no Option shall be exercisable after the expiration of ten
         years from the date such Option is granted. An Option shall expire
         immediately following the last day on which such Option is exercisable
         pursuant to this Paragraph 8.

9.       AMOUNT EXERCISABLE.

         An Option becomes exercisable according to the following schedule:

<TABLE>
<CAPTION>
                                Period from                                  Portion of Grant That
                               The Date the                                   Becomes Exercisable
                             Option is Granted                                 after Such Period
              ------------------------------------------------    --------------------------------------------
              <S>                                                 <C>
              One year after grant                                                    25%
              Two years after grant                                                   50%
              Three years after grant                                                 75%
              Four years after grant                                                 100%
</TABLE>

10.      EXERCISE OF OPTIONS. Options shall be exercised by the delivery of
         written notice to the Company setting forth the number of shares of
         Stock with respect to which the



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         Option is to be exercised, together with cash, wire transfer, certified
         check, bank draft or postal or express money order payable to the order
         of the Company (the "Acceptable Funds") for an amount equal to the
         Option price of such shares of Stock, or at the election of the
         Optionee, by exchanging shares of Stock owned by the Optionee, so long
         as the exchanged shares of Stock plus Acceptable Funds paid, if any,
         have a total fair market value (determined in accordance with Paragraph
         7, as of the date of exercise) equal to the purchase prices for such
         shares to be acquired upon exercise of said Option, and specifying the
         address to which the certificates for such shares are to be mailed.
         Whenever an Option is exercised by exchanging shares of Stock
         theretofore owned by the Optionee: (1) no shares of Stock received upon
         exercise of that Option thereafter may be exchanged to pay the Option
         price for additional shares of Stock within the following six months;
         and (2) the Optionee shall deliver to the Company certificates
         registered in the name of such Optionee representing a number of shares
         of Stock legally and beneficially owned by such Optionee, free of all
         liens, claims, and encumbrances of every kind, accompanied by stock
         powers duly endorsed in blank by the record holder of the shares
         represented by such certificates, with signature guaranteed by a
         commercial bank or trust company or by a brokerage firm having a
         membership on a registered national stock exchange. Such notice may be
         delivered in person to the Secretary of the Company, or may be sent by
         mail to the Secretary of the Company, in which case delivery shall be
         deemed made on the date such notice is received. As promptly as
         practicable after receipt of such written notification and payment, the
         Company shall deliver to the Optionee certificates for the number of
         shares with respect to which such Option has been so exercised, issued
         in the Optionee's name; provided, that such delivery shall be deemed
         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 Optionee, at the address specified pursuant to this
         Paragraph 10. The delivery of certificates upon the exercise of Options
         is subject to the condition that the person exercising such Option
         provide the Company with such information as the Company might
         reasonably request pertaining to such exercise, sale or other
         disposition. The Company has the discretion to buy back shares of Stock
         resulting from the exercise of an Option by any Eligible Director of
         the Company, and in connection therewith, the Applicable Funds, as
         defined in the Plan, will include the delivery of instructions to
         retain the exercise price from the proceeds of the sale of the shares
         of Stock.

11.      TRANSFERABILITY OF OPTIONS. Options shall not be transferable by the
         Optionee other than by will or under the laws of descent and
         distribution, and shall be exercisable, during the Optionee's lifetime,
         only by the Optionee or his legal guardian or representative; provided,
         however, the Committee, in its sole discretion, may grant Optionees the
         ability to transfer Options previously granted or to be granted to (i)
         immediate family members (such as children, grandchildren or spouse),
         (ii) trusts for the benefit of the Optionee's immediate family members;
         and (iii) partnerships in which immediate family members are the only
         partners.



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12.      TERMINATION OF DIRECTORSHIP OF OPTIONEE. If, before the date of
         expiration of the Option, the Optionee shall cease to be a director of
         the Company, the Option shall terminate on the earlier of such date of
         expiration or one year after the date of ceasing to serve as a
         director. In such event, the Optionee shall have the right prior to the
         termination of such Option to exercise the Option to the extent to
         which he was entitled to exercise such Option immediately prior to
         ceasing to serve as a director; however, in the event that the Optionee
         has ceased to serve as a director on or after attaining the age of
         sixty-two (62) years, the Optionee shall be entitled to exercise all or
         any part of such Option (without regard to any limitations imposed
         pursuant to Paragraph 9 hereof). Upon the death of the Optionee, his
         executors, administrators, or any person or persons to whom his Option
         may be transferred by will or by the laws of descent and distribution,
         shall have the right, at any time prior to the earlier of the date of
         expiration or one year following the date of such death, to exercise
         the Option, in whole or in part (without regard to any limitations
         imposed pursuant to Paragraph 9 hereof. If the Optionee continues to
         serve as an outside advisory director of the Company after serving as
         director, the Optionee will retain the right to exercise stock options
         during the period that the former director serves in such capacity,
         with the term not to exceed the original date of expiration and with
         such right to exercise to cancel thirty (30) days following the
         termination date as serving as an outside advisory director.

13.      ISSUANCE OF SHARES IN LIEU OF PAYMENT OF RETAINER FEE.

         One-third of each Eligible Director's annual retainer fee for service
         as a member of the Company's Board of Directors shall be paid in Stock.
         Such shares shall be issued the day following each Annual Meeting or
         the day following the first Annual Meeting after such Eligible Director
         is first elected or appointed by the Board to be a director, whichever
         is applicable. If, however, the General Counsel of the Company
         determines, in his sole discretion, that the Company is in possession
         of material, nonpublic information about the Company, then such
         issuance shall be delayed until the second trading day after public
         dissemination of such information. The number of shares to be issued
         shall be that number equal to one-third of the annual retainer for
         service as a member of the Company's Board of Directors divided by the
         fair market value of the Stock as determined pursuant to Paragraph 7
         above. No fractional shares shall be issued, but the number of shares
         shall be rounded up to the nearest whole share.

         The Stock in lieu of retainer fee issued under this Paragraph prior to
         March 5, 1997 ("Restricted Stock"), shall have a restriction period of
         three (3) years. Notwithstanding any other provision of this Paragraph,
         such Restricted Stock shall be subject to the following terms and
         conditions:

         (a)   Restricted Stock in lieu of retainer fee shall be represented by
               a stock certificate registered in the name of the holder. The
               holder shall have the right to enjoy all


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               stockholder rights during the restriction period (including the
               right to vote the shares and the right to receive any cash
               dividends) with the exception that:

               (i)   The holder may not sell, transfer, pledge or assign the
                     Restricted Stock during the restriction period;

               (ii)  The Company will retain custody of the certificate for the
                     Restricted Stock during the restriction period; and

               (iii) A breach of the terms and conditions during the restriction
                     period shall cause a forfeiture of the Restricted Stock.

         (b)   All restrictions shall lapse and the holder of such Restricted
               Stock shall be entitled to the delivery of a stock certificate or
               certificates upon the earliest of the following:

               (i)   Three (3) years from the date the applicable shares are
                     issued in the name of to such holder;

               (ii)  The date of the holder's death or disability;

               (iii) The date on which the holder no longer serves on the Board,
                     other than for the reason set out in subsection (c) below.

         (c)   Restricted Stock shall be entirely forfeited in the event that
               during a restriction period the holder is removed for cause from
               the Board during his elected term.

         For purposes of subsection (b) above, "disability" shall mean long term
         disability as determined under rules and procedures that apply under
         the Company's long term disability plan then in effect. For purposes of
         subsection (c) above, a holder shall be considered to have been removed
         for cause if and only if he is dismissed on account of any act of (a)
         fraud or intentional misrepresentation, or (b) embezzlement,
         misappropriation, or conversion of assets or opportunities of the
         Company or any subsidiary of the Company.

14.      REQUIREMENTS OF LAW. The Company shall not be required to issue any
         shares under any Option or as partial payment for annual retainer fees
         if the issuance of such shares shall constitute a violation by the
         Optionee or the Company of any provisions of any law or regulation of
         any governmental authority.

15.      NO RIGHTS AS STOCKHOLDER. No Optionee shall have rights as a
         Stockholder with respect to shares covered by any Option until the date
         of issuance of a stock certificate for such shares; and, except as
         otherwise provided in Paragraph 17 hereof, no adjustment for dividends,
         or otherwise, shall be made if the record date thereof is prior to the
         date of issuance of such certificate.



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16.      NO EMPLOYMENT OR NOMINATION OBLIGATION. The granting of any Option
         shall not impose upon the Company or its stockholders any obligation to
         employ any Optionee or to continue to nominate any Optionee for
         election as a director of the Company.

17.      CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of
         outstanding Options shall not affect in any way the right or power of
         the Company or its stockholders to make or authorize any or all
         adjustments, recapitalizations, reorganizations or other changes in the
         Company's capital structure or its business, or any merger or
         consolidation of the Company, or any issue of bonds, debentures,
         preferred or prior preference stock ahead of or affecting the Stock or
         the rights thereof, or the dissolution or liquidation of the Company,
         or any sale or transfer of all or any part of its assets or business,
         or any other corporate act or proceeding, whether of a similar
         character or otherwise.

         Immediately upon a Change of Control, all outstanding Options and
         Restricted Stock shall be deemed fully vested. For all purposes of the
         Plan, a Change of Control shall be deemed to have occurred if, with or
         without the approval of the Board of Directors of the Company, any of
         the following events shall occur (i) more than 25% of the voting power
         of the Company's outstanding securities entitled to vote in elections
         of directors shall be acquired by any person (as such term is used in
         Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934)
         except with respect to any Optionee who is included in any such person;
         or (ii) as the result of a tender offer, merger, consolidation, sale of
         assets or contested election, or any combination of such transactions,
         the persons who were directors of the Company immediately before the
         transaction shall cease to constitute a majority of the Board of
         Directors of the Company or of any successor to the Company.

         After a merger of one or more corporations into the Company, or after a
         consolidation of the Company and one or more corporations in which the
         Company shall be the surviving corporation, each holder of an
         outstanding Option shall, at no additional cost, be entitled upon
         exercise of such Option to receive (subject to any required action by
         stockholders) in lieu of the number and class of shares as to which
         such Option would have been so exercisable in the absence of such
         event, the number and class of shares of stock or other securities to
         which such holder would have been entitled pursuant to the terms of the
         agreement of merger or consolidation if, immediately prior to such
         merger or consolidation, such holder had been the holder of record of
         the number and class of shares of Stock equal to the number and class
         of shares as to which such Option shall be so exercised.

         If the Company is merged into or consolidated with another corporation
         under circumstances where the Company is not the surviving corporation,
         or if the Company sells or otherwise disposes of substantially all its
         assets to another corporation and is liquidated while unexercised
         Options remain outstanding under the Plan, (i) after the effective date
         of such merger, consolidation or sale and liquidation, as the case may
         be,



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         each holder of an outstanding Option shall be entitled, upon exercise
         of such Option, to receive, in lieu of shares of the Stock, shares of
         such stock or other securities as the holders of shares of such class
         of Stock received pursuant to the terms of the merger, consolidation or
         sale; and (ii) notwithstanding Paragraph 9 hereof, all Options, from
         and after the date of any agreement regarding such merger,
         consolidation, or sale and liquidation, as the case may be, shall be
         exercisable in full prior to the effective date of such merger,
         consolidation or sale and liquidation.

         Except as herein before expressly provided, the issue by the Company of
         shares of stock of any class, or securities convertible into shares of
         stock of any class, for cash or property, or for labor or services
         either upon direct sale or upon the exercise of rights or warrants to
         subscribe therefor, or upon conversion of shares or obligations of the
         Company convertible into such shares or other securities, shall not
         affect, and no adjustment by reason thereof shall be made with respect
         to, the number, class or price of shares of Stock then subject to
         outstanding Options.

18.      TERMINATION AND AMENDMENT OF PLAN. The Board of Directors of the
         Company may amend, terminate or suspend the Plan at any time, in its
         sole and absolute discretion; provided, however, to the extent required
         to qualify the Plan under Rule 16b-3, no amendment that would (a)
         materially increase the number of shares of the Stock that may be
         issued under the Plan, (b) materially modify the requirements as to
         eligibility for participation in the Plan, or (c) otherwise materially
         increase the benefits accruing to participants under the Plan, shall be
         made without the approval of the Company's stockholders.

19.      WRITTEN AGREEMENT. Each Option granted hereunder shall be embodied in a
         written agreement, which shall be subject to the terms and conditions
         prescribed above and shall be signed by the Eligible Director and by
         the Chairman of the Board, the Vice Chairman, the President or any Vice
         President of the Company for and in the name and on behalf of the
         Company.

20.      INDEMNIFICATION OF BOARD. The Company shall indemnify each present and
         future member of the Board against, and each member of the Board shall
         be entitled without further act on his part to indemnity from the
         Company for, all expenses (including the amount of judgments and the
         amount of approved settlements made with a view to the curtailment of
         costs of litigation, other than amounts paid to the Company itself)
         reasonably incurred by him in connection with or arising out of any
         action, suit or proceeding in which he may be involved by reason of his
         being or having been a member of the Board, whether or not he continues
         to be such member of the Board at the time of incurring such expenses;
         provided, however, that such indemnity shall not include any expenses
         incurred by any such member of the Board (a) in respect of matters as
         to which he shall be finally adjudged in any such action, suit or
         proceeding to have been guilty of gross negligence or willful
         misconduct in the performance of his duty as such member of the Board,
         or (b) in respect of any matter in which any settlement is effected, to
         an amount in excess of the amount approved by the Company



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         on the advice of its legal counsel; and provided further, that no right
         of indemnification under the provisions set forth herein shall be
         available to or enforceable by any such member of the Board unless,
         within sixty (60) days after institution of any such action, suit or
         proceeding, he shall have offered the Company, in writing, the
         opportunity to handle and defend same at its own expense. The foregoing
         right of indemnification shall inure to the benefit of the heirs,
         executors or administrators of each such member of the Board and shall
         be in addition to all other rights to which such member of the Board
         may be entitled as a matter of law, contract, or otherwise.

21.      ADOPTION, APPROVAL AND EFFECTIVE DATE OF PLAN. The Plan shall be
         considered adopted and shall become effective on the date the Plan is
         approved by the stockholders of the Company.

22.      GOVERNING LAW. This Plan and all determinations made and actions taken
         pursuant hereto shall be governed by the laws of the State of Delaware,
         without reference to principles of conflict of laws, and shall be
         construed accordingly.

23.      COMPLIANCE WITH SEC REGULATIONS. It is the Company's intent that the
         Plan comply in all respects with Rule 16b-3, and any successor rule
         pursuant thereto. If any provision of this Plan is later found not to
         be in compliance with the Rule, the provision shall be deemed null and
         void. All grants of Options and Stock and all exercises of Options
         under this Plan shall be executed in accordance with the requirements
         of Section 16 of the Securities Exchange Act of 1934, as amended, and
         any regulations promulgated thereunder.


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