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                                                                    EXHIBIT 10.5

                          ALLIED WASTE INDUSTRIES, INC.
                      2005 SENIOR MANAGEMENT INCENTIVE PLAN

                           [EFFECTIVE JANUARY 1, 2005]

1.    ESTABLISHMENT AND PURPOSE OF PLAN

      The Company hereby establishes this Plan to provide Annual Incentives for
the Company's senior management. The Plan is established under the Company's
Management Incentive Plan (formerly the Corporate Defined Bonus Plan). The
purpose of the Plan is to allow the Company to attract, retain, and provide
appropriate performance incentives for senior management.

      Capitalized terms used in this Plan are defined in Section 9.

2.    ELIGIBILITY AND PARTICIPATION

      Eligibility is limited to Senior Executive Officers. The Committee will
determine, for each calendar year, which Senior Executive Officers are eligible
to participate and the terms of such participation as set forth herein.
Participation in the Plan for any given year does not guarantee participation
(at all or at the same or similar level) in any subsequent year.

3.    TARGETED ANNUAL INCENTIVE

      For each calendar year, the Committee will determine the Targeted Annual
Incentive for each Participant. Targeted Annual Incentives shall be subject to
any maximum set by the Committee in accordance with Section 5. Each Participant
will be notified, in writing, of his Targeted Annual Incentive.

4.    PERFORMANCE MEASURES AND GOALS

      For each calendar year, the Committee will establish one or more
Performance Goals and targets for each such goal that must be achieved for a
Participant to receive payment of all or part of his Targeted Annual Incentive
for that year. Performance Goals may be measured based upon metrics reflecting
one or more of the following business measurements: earnings, cash flow,
revenues, financial return ratios, debt reduction, risk management, customer
satisfaction, and total shareholder returns, any of which may be measured either
in absolute terms or as compared to another company or companies or as compared
to prior periods. Performance Goals also may be based in whole or in part on the
achievement of individual goals, as determined by the Committee in its sole
discretion.

      The Committee may assign each Performance Goal a weighting, so that its
achievement will result in a specified percentage of the overall Annual
Incentive being earned. The Committee also may establish threshold, target, and
maximum targets for each goal. The Committee may make Performance Goals
independent so that the specified percentage of an overall Targeted Annual
Incentive can be earned if one Performance Goal is met, even if the threshold
performance is not met for another Performance Goal. The Committee may set
different Performance Goals, targets, and weightings with respect to each
Participant and each year. Each Participant will be notified, in writing, of the
Performance Goals, targets and weightings applicable for his Targeted Annual
Incentive.

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      Once Performance Goals, targets and weightings are determined for a
calendar year, those Performance Goals, targets and weightings will not change
for that year; provided, however, that if an extraordinary transaction or event
results in a significant impact relative to Performance Goals, the Committee, in
its complete and sole discretion, may adjust any Performance Goals used in that
year to exclude or reduce the impact of that transaction or event.

5.    ANNUAL INCENTIVE PAYMENTS

      The Committee, in its sole and complete discretion, will determine whether
and to what extent the Performance Goals that it has set have been met for any
given calendar year. The Committee will document, in writing, its determination,
including the amount of the Annual Incentive payment to be made to each
Participant, which amount may be zero. For any given calendar year, the
Committee may establish a maximum amount, per Participant, to be paid, which is
lower than the Targeted Annual Incentive.

      No Annual Incentive payments will be made prior to the Committee's
determination of the amount to be paid. Once the Committee has determined the
amount of the Annual Incentive to be paid, payment will be made in a lump sum
cash payment within an administratively reasonable period of time; provided,
however, that the Participant must be employed on the payout date to receive
payment. If a Participant's employment is terminated prior to the payout date,
the Participant's Annual Incentive will be forfeited as of the date of
termination unless otherwise provided in the Participant's employment agreement
with the Company.

6.    ADMINISTRATION

      The Committee is responsible for the administration and interpretation of
the Plan. All determinations under the Plan (including but not limited to
eligibility, terms and conditions of participation, and payment of Annual
Incentives) will be made by the Committee in its sole and complete discretion.
The Committee may establish such rules and procedures as it deems necessary or
advisable for the proper administration of the Plan and may take any such other
action in connection with or in relation to accomplishing the objectives of the
Plan as the Committee deems necessary or advisable. Each determination or other
action made or taken with respect to the Plan, including the interpretation of
all of the provisions of the Plan and the specific conditions of and provisions
for any Annual Incentives paid under the Plan, will be final and conclusive for
all purposes and upon all persons.

      The Committee may delegate certain of its administrative powers to one or
more officers of the Company. 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. However, the Committee will remain responsible for approving
all of the terms and conditions of the Plan, including but not limited to
determining the establishment and satisfaction of Performance Goals.

      No member of the Committee shall be liable for any action, omission or
determination relating to the Plan, and the Company shall indemnify and hold
harmless each member of the Committee and each other director or employee of the
Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated from and against any cost or
expense (including attorneys' fees) or liability (including any sum paid in
settlement of a claim with the approval of the Committee) arising out of any
action, omission or determination relating to the Plan, unless, in either case,
such action, omission or determination was taken or made by such member,
director or employee in bad faith and without reasonable belief that it was in
the best interests of the Company.

7.    AMENDMENT AND TERMINATION

      The Committee may, at any time, and in its sole discretion, amend, modify,
suspend, or terminate the Plan, including any amendment deemed by the Committee
to be necessary or

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desirable to correct any defect or to rectify an omission or to reconcile any
inconsistency in the Plan or in any Annual Incentive, provided that shareholder
approval is obtained if required by Securities Exchange Commission or New York
Stock Exchange rules or regulations, or by Section 162(m) of the Internal
Revenue Code of 1986, as amended. No amendment, modification, suspension or
termination of the Plan may in any manner affect Performance Goals previously
certified by the Committee as having been attained, or Annual Incentive payments
previously approved by the Committee, without the consent of the Participant,
unless the Committee has made a determination that an amendment or modification
is in the best interests of the Company and all of the Participants, but in no
event may such amendment or modification result in an increase in the amount of
any such payment.

8.    MISCELLANEOUS

      (a)         The Plan and all determinations made and actions taken under
the Plan will be governed by the laws of the State of Arizona and construed in
accordance therewith.

      (b)         Prior to pursuing any equitable or legal action, any
individual who believes that he is entitled to an Annual Incentive payment under
the terms of this Plan must follow these procedures.

                  (i)         Within 30 days after the Committee determines the
      Annual Incentive payments to be made for a calendar year, an individual
      who disagrees with the Committee's determination must file, in writing, a
      written statement with the Committee, setting forth the amount that the
      individual believes should be paid to him and the basis and underlying
      facts supporting such belief. If an individual does not file a written
      statement with the Committee within this 30 day period, the Committee's
      determination shall be deemed final, conclusive, and uncontestable.

                  (ii)        If a written statement is timely filed with the
      Committee, the Committee shall review the written statement and shall
      determine, in its sole and complete discretion, whether to confirm its
      prior determination or modify, in whole or in part, its prior
      determination. This review shall occur at the next regularly scheduled
      meeting of the Committee following the Committee's receipt of the
      individual's written statement; provided, however, that if the written
      statement is received within 15 days of the Committee's next regularly
      scheduled meeting, the review may be postponed to the regularly scheduled
      meeting immediately following the next regularly scheduled meeting. The
      Committee will provide the individual with written notice of its decision
      on review within 15 days of the date on which the review occurs.

                  (iii)       If the individual's request is denied in whole or
      in part, the individual may pursue applicable equitable or legal remedies;
      provided, however, that:

                              a)    Any such action must be brought within 12
            months of the date on which the individual receives the Committee's
            written notice referred to in paragraph (ii) above;

                              b)    Any such action must be brought in the
            Maricopa County Superior Court in the State of Arizona; and

                              c)    In any such action, the Committee's
            determination (including but not limited to interpretation of Plan
            provisions and any findings of fact) shall be treated as final and
            not subject to "de novo" review unless shown to be arbitrary and
            capricious.

      (c)         The Company will have the right to deduct from all Annual
Incentive payments any taxes required to be withheld with respect to such
payments.

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      (d)         Any Annual Incentive payments due but not paid to a
Participant who is deceased will be made to the Participant's beneficiary. The
Participant's beneficiary will be the beneficiary on file with respect to
Company paid life insurance or, if none, the Participant's estate.

      (e)         Nothing contained in the Plan shall confer upon any
Participant any right with respect to the continuation of his or her employment
by the Company or interfere in any way with the right of the Company, subject to
the terms of any separate employment agreement to the contrary, at any time to
terminate such employment.

9.    DEFINITIONS

      (a)         "Annual Incentive" means a cash incentive payment to be paid
under this Plan if the requirements for the cash incentive are met.

      (b)         "Committee" means the Management Development/Compensation
Committee of the Board of Directors or such other committee consisting of not
less than two Non-Employee Directors as the Board of Directors may appoint from
time to time to administer the Plan.

      (c)         "Company" means Allied Waste Industries, Inc., its
Subsidiaries, and any successors.

      (d)         "Non-Employee Director" means a member of the Company's Board
of Directors 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 who 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.

      (e)         "Performance Goals" means one or more performance measures and
goals established by the Committee.

      (f)         "Plan" means the 2005 Senior Management Incentive Plan, as set
forth herein and as may be amended from time to time.

      (g)         "Participant" means a Senior Executive Officer who has been
selected by the Committee to participate in this Plan.

      (h)         "Senior Executive Officers" means the Company's Chief
Executive Officer, President, Executive Vice Presidents, and Senior Vice
Presidents.

      (i)         "Subsidiary" means any corporation or other entity in which,
at the pertinent time, the Company owns, directly or indirectly, stock or other
equity interests vested with more than 50% of the total combined voting power of
all classes of stock or other equity interests of such corporation or other
entity within the meaning of Section 424(f) of the Internal Revenue Code.

      (j)         "Targeted Annual Incentive" is the amount, expressed as a
percentage of the Participant's annual base salary, that the Participant may
earn as an Annual Incentive under this Plan.

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                                  ALLIED WASTE INDUSTRIES, INC.,
                                  A DELAWARE CORPORATION

                                                  By____________________________

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