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                                                                    EXHIBIT 10.1

                          ALLIED WASTE INDUSTRIES, INC.
               2005 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN

                          [EFFECTIVE ___________, 2005]

1.    PURPOSE OF THE PLAN

      This Allied Waste Industries, Inc. 2005 Non-Employee Director Equity
Compensation Plan was adopted, subject to stockholder approval, for the benefit
of Non-Employee Directors of Allied Waste Industries, Inc. The Plan is intended
to advance the interests of the Company by providing the Non-Employee Directors
with additional incentive to serve the Company by increasing their proprietary
interest in the success of the Company.

2.    DEFINITIONS

      As used in the Plan, the following definitions apply to the terms
indicated below.

      (a)   "Additional Restricted Stock Units" has the meaning set forth in
Section 6(d).

      (b)   "Affiliate" of any person means an individual or entity that
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with such person.

      (c)   "Annual Grant" means the annual grant of an Award to an Eligible
Director pursuant to Section 5(b).

      (d)   "Award" means a share of Restricted Stock, Restricted Stock Unit, or
Option granted under this Plan.

      (e)   "Board" or "Board of Directors" means the Board of Directors of the
Company.

      (f)   "Cash Fee Award" means cash fees paid to eligible Directors from
time to time for their continued service on the Board and/or for attendance at
meetings of the Board or of committees of the Board.

      (g)   "Committee" means a committee duly appointed by the Board, which
Committee shall consist of not less than two members of the Board.

      (h)   "Common Stock" means the Company's common stock, par value $.01 per
share.

      (i)   "Company" means Allied Waste Industries, Inc., a Delaware
corporation.

      (j)   "Deferred Compensation Plan" means any nonqualified deferred
compensation plan of the Company that is currently in effect or subsequently
adopted by the Company.

      (k)   "Designee Director" means a person designated by a Designating
Person to serve as a Non-Employee Director pursuant to the Company's Certificate
of Incorporation or Bylaws, or an agreement or other arrangement between the
Company and the Designating Person.

      (l)   "Designating Person" with respect to a Designee Director means an
individual or entity that has the right to designate such Designee Director to
serve as a Director of the Company.

      (m)   "Effective Date" means the date on which the Company's stockholders
approve this Plan.

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      (n)   "Eligible Director" means, for purposes of an Award, a person who is
elected, appointed, or reelected as a Non-Employee Director on or after the
Effective Date.

      (o)   "Fair Market Value" of a share of Common Stock on any date is (i)
the closing sales price of a share of Common Stock on that date (or if that date
is not a business day, on the immediately preceding business day) 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 Nasdaq Stock Market, Inc. ("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 on that date (or if
that date is not a business day, on the immediately preceding business day). 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 Plan Administrator in good
faith.

      (p)   "Initial Grant" means the initial grant of an Award to an Eligible
Director pursuant to Section 5(a).

      (q)   "New Director", for purposes of an Award, means a person who (i) is
first elected or appointed as a Non-Employee Director on or after the Effective
Date, or (ii) first becomes a Non-Employee Director on or after the Effective
Date.

      (r)   "Non-Employee Director" or "Director" means a director of the
Company who, at the time of his or her service, is not an employee of the
Company or any Subsidiary.

      (s)   "Option" means an option to purchase shares of Common Stock of the
Company granted pursuant to Section 5(d).

      (t)   "Plan" means this Allied Waste Industries, Inc. 2005 Non-Employee
Director Equity Compensation Plan, which was previously known as the Allied
Waste Industries, Inc. 1994 Amended and Restated Non-Employee Director Stock
Option Plan.

      (u)   "Plan Administrator" means the Board or the Committee, as the case
may be.

      (v)   "Restricted Stock" means shares of Common Stock that are granted
pursuant to the terms of Section 5 and that are subject to the restrictions set
forth in Section 6 for so long as such restrictions continue to apply to such
shares.

      (w)   "Restricted Stock Unit" or "RSU" means the Company's unfunded
promise to pay one share of Common Stock or its cash equivalent that is granted
pursuant to the terms of Section 5 and that is subject to the restrictions set
forth in Section 6 for so long as such restrictions continue to apply to such
unit.

      (x)   "Securities Act" means the Securities Act of 1933, as amended.

      (y)   "Subsidiary" or "Subsidiaries" mean any and all corporations or
other entities 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 of such corporations within
the meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended.

3.    ADMINISTRATION OF THE PLAN

      The Plan shall be administered by the Plan Administrator. If a Committee
is the Plan Administrator, a majority of the members of the Committee shall
constitute a quorum for the transaction of business and the vote of a majority
of those members present at any meeting shall decide any question brought before
that meeting. The Plan Administrator shall have full authority to administer the
Plan, including authority to interpret

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and construe any provision of the Plan and the terms of any Award granted under
it and to adopt such rules and regulations for administering the Plan as it may
deem necessary. Decisions of the Plan Administrator shall be final and binding
on all parties. Notwithstanding the above, the selection of Non-Employee
Directors to whom Awards are to be granted, the number of shares of Restricted
Stock granted or the number of shares subject to any RSU or Option, the exercise
price of any Option, the ten-year maximum term of any Option, and the vesting
period for shares of any Awards shall be as provided in this Plan and the Plan
Administrator shall have no discretion as to such matters.

4.    STOCK RESERVED FOR THE PLAN

      A maximum of 2,750,000 shares of Common Stock may at any time be (a)
granted as Restricted Stock under the Plan, (b) subject to outstanding RSUs or
Options granted under the Plan, or (c) issued to Eligible Directors as the
result of conversions of Cash Fee Awards; provided, that the class and aggregate
number of shares granted hereunder shall be subject to adjustment in accordance
with the provisions of Section 12 of this Plan. The Company shall reserve for
issuance pursuant to this Plan such number of shares of Common Stock as may from
time to time be granted or subject to Awards hereunder. If any shares of
Restricted Stock are forfeited or cancelled for any reason, such shares shall
again be available for grant under the Plan. If any RSUs are forfeited or
cancelled for any reason, or if any Options expire or are canceled prior to
their exercise in full, the shares of Common Stock subject to such RSUs or
Options shall again be available for grant under the Plan. If there are not
sufficient shares under the Plan to make an Award on the date the Award is to be
made, the Award will not be made.

5.    AWARDS

      (a)   INITIAL GRANT TO NEW DIRECTORS. Beginning on the Effective Date of
this Plan and for so long as this Plan is in effect and shares of Common Stock
are available for the grant of Awards, each New Director shall be granted shares
of Restricted Stock (or, in the discretion of the Plan Administrator, Restricted
Stock Units or Options) having a Fair Market Value of $150,000, which shares
shall be awarded on the later of (i) the date of the New Director's initial
election to the Board or (ii) the date upon which the New Director first becomes
eligible to participate in this Plan. Restricted Stock granted under this
Section 5(a) shall be subject to the provisions of Section 6.

      (b)   ANNUAL GRANT. Beginning on the Effective Date and for so long as
this Plan is in effect and shares of Common Stock are available for the grant of
Awards, each Eligible Director shall, on each date on which he or she is elected
or reelected to the Board, be granted shares of Restricted Stock (or, in the
discretion of the Plan Administrator, Restricted Stock Units or Options) having
a Fair Market Value of $55,000, which shares shall be awarded on the date of
reelection. Restricted Stock granted under this Section 5(b) shall be subject to
the provisions of Section 6.

      (c)   DETERMINATION OF NUMBER OF SHARES. The number of shares of
Restricted Stock subject to each Award granted pursuant to Section 5(a) or 5(b)
shall be determined by dividing the dollar amount set forth in Section 5(a) or
5(b), as the case may be, by the Fair Market Value of one share of Common Stock
on the date of the Award; provided, however, that the number of shares of
Restricted Stock shall be rounded downward such that no fractional share shall
be issued.

      (d)   RESTRICTED STOCK UNITS OR OPTIONS IN LIEU OF SHARES OF RESTRICTED
STOCK. The Plan Administrator, in its discretion, may determine that one or more
Initial Grants or Annual Grants under this Plan shall be made in the form of
RSUs or Options. If the Plan Administrator determines that RSUs are to be
awarded instead of shares of Restricted Stock, then (i) the number of shares of
Common Stock subject to each award of RSUs shall be the number of shares of
Restricted Stock that otherwise would have been awarded, (ii)the RSUs will be
subject to the terms and conditions of Section 6, and (iii) the agreement
evidencing the RSUs shall specify whether payment, upon vesting, will be made in
the form of Common Stock (whereby the Director will receive one share of Common
Stock for each Restricted Stock Unit) or in cash (whereby the Director will
receive a lump sum cash payment in an amount equal to the Fair Market Value of
one share of Common Stock at the time of vesting times the number of vested
RSUs). If the Plan Administrator determines that Options are to be awarded
instead of shares of Restricted Stock, then (A) the

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number of shares of Common Stock subject to each Option shall be three times the
number of shares of Restricted Stock that otherwise would have been awarded, and
(B) the Options shall be subject to the terms and conditions of Section 7.

      (e)   VESTING. An Award made under Section 5(a) above shall be subject to
the following vesting schedule: 0% vested until the last day of the Director's
first one-year term ending after the date of grant; 1/3 vested on the last day
of the Director's first one-year term ending after the date of grant; an
additional 1/3 vested on the last day of the Director's second one-year term
ending after the date of grant; and an additional 1/3 vested on the last day of
the Director's third one-year term ending after the date of grant. An Award made
under Section 5(b) above shall be subject to the following vesting schedule: 0%
vested until the last day of the Director's first one-year term ending after the
date of grant, and 100% vested on the last day of the Director's first one-year
term ending after the date of grant. Upon vesting, shares of Restricted Stock
and/or RSUs shall no longer be subject to any restrictions set forth in Section
6, and Options may be exercised pursuant to the terms and conditions set forth
in Section 7. Any portion of an Award granted under Section 5(a) or 5(b) that
remains unvested as of the date a Director ceases to be a Director for any
reason shall be forfeited. Notwithstanding any contrary provision of this
Section 5(e), an Award shall be fully vested in the event of the Director's
death or as otherwise provided in the agreement evidencing the Director's Award.

      (f)   ADJUSTMENTS TO AMOUNT OF INITIAL GRANTS AND ANNUAL GRANTS.
Notwithstanding the foregoing, the Board may, from time to time and in its sole
discretion, (i) adjust (upward or downward) the nominal dollar value of Initial
Grants under Section 5(a); provided, however, that the Board may not increase
the nominal dollar value of Initial Grants to more than $200,000 in the
aggregate during the term of the Plan; and (b) adjust (upward or downward) the
nominal dollar value of Annual Grants under Section 5(b); provided, however,
that the Board may not increase the nominal value of Annual Grants to more than
$80,000 in the aggregate during the term of the Plan.

      (g)   AWARDS TO DESIGNEE DIRECTORS. A Designee Director may provide
written notice to the Plan Administrator to instruct the Plan Administrator to
issue any Awards that would be issuable to such Designee Director under the Plan
to the Designee Director's Designating Person or its Affiliates. Upon receipt of
such notice, the Plan Administrator shall cause all Awards that would otherwise
be issuable to the Designee Director under the Plan to be issued to the Designee
Director's Designating Person or its Affiliates, according to the instructions
set forth in such notice.

6.    RESTRICTED STOCK AND RESTRICTED STOCK UNITS

      (a)   ISSUANCE OF CERTIFICATES FOR RESTRICTED STOCK. Reasonably promptly
after the award of shares of Restricted Stock under Section 5(a) or 5(b), the
Company shall cause to be issued a stock certificate, registered in the name of
the Director to whom such shares were granted, evidencing such shares; provided
that the Company shall not cause to be issued such a stock unless it has
received a stock power duly endorsed in blank with respect to such shares. Each
such stock certificate shall bear the following legend:

      The transferability of this certificate and the shares of stock
      represented hereby are subject to the restrictions, terms, and conditions
      (including forfeiture and restrictions against transfer) contained in the
      Allied Waste Industries, Inc. 2005 Non-Employee Director Equity
      Compensation Plan (the "Plan") and an agreement entered into between the
      registered owner of such shares and Allied Waste Industries, Inc. A copy
      of the Plan and agreement is on file in the office of the Secretary of
      Allied Waste Industries, Inc.

Such legend shall not be removed from the certificate evidencing such shares
until such shares vest pursuant to the terms of this Plan.

      Each certificate issued pursuant to the above paragraph, together with the
stock powers relating to the shares of Restricted Stock evidenced by such
certificate, shall be held by the Company. The Company shall issue to the
Director a receipt evidencing the certificates that are registered in the name
of the Director and held by the Company.

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      Reasonably promptly after a share of Restricted Stock vests pursuant to
the terms of Section 5(e), the Company shall cause to be issued and delivered to
the Director to whom such shares were granted a certificate evidencing such
shares, free of the legend set forth above. Delivery of the certificate shall be
effected for all purposes when the Company shall have deposited such certificate
in the United States mail, addressed to the Director.

      (b)   ISSUANCE OF CERTIFICATES OR CASH PAYMENT UPON VESTING OF RSUS. If
shares of Common Stock are to be issued upon vesting of RSUs, then reasonably
promptly after the vesting of such RSUs the Company shall cause to be issued a
stock certificate, registered in the name of the Director to whom such Units
were granted, evidencing the shares, provided that such stock certificate shall
not be required to bear the legend set forth in Section 6(a). Delivery of the
certificate shall be effected for all purposes when the Company shall have
deposited such certificate in the United States mail, addressed to the Director.
If, under Section 5(d), a cash payment is to be made upon vesting of RSUs, then
reasonably promptly after the vesting of such RSUs the Company shall cause a
lump sum payment to be made to the Director.

      (c)   RESTRICTIONS ON TRANSFER. Prior to vesting, a Director shall be
entitled to assign or transfer a share of Restricted Stock and all of the rights
related thereto only to the extent permitted by this Section 6(c). Any such
assignment or transfer must not be for value and shall be 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 Director's household (other than a tenant or employee); (iii)
a trust in which the Director or any of the persons described in clause (i) or
(ii), above, hold more than 50% of the beneficial interest; or (iv) a private
foundation in which the Director or any of the persons described in clause (i)
or (ii), above, 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 Director
or any of the persons described in clause (i) or (ii), above, in exchange for an
interest in that entity shall not constitute a transfer for value. Prior to
vesting, a Director shall not be entitled to assign or transfer any interest in
any RSUs.

      (d)   VOTING AND DIVIDEND RIGHTS. The holders of shares 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 6(c) prior to vesting); provided,
however, that the Plan Administrator may require in the agreement granting the
shares of Restricted Stock that cash dividends be invested in additional shares
of Restricted Stock, subject to the same conditions and restrictions as the
Award with respect to which the dividends were paid. Holders of RSUs awarded
under this Plan shall have no voting, dividend, or other rights as stockholders
of the Company unless and until such RSUs vest and certificates for shares of
Common Stock are issued pursuant to Section 6(b). Notwithstanding the foregoing,
the agreement evidencing RSUs may provide, in the event of a cash dividend paid
by the Company to holders of Common Stock generally, for the crediting of an
additional number of RSUs ("Additional Restricted Stock Units") equal to the
total number of whole RSUs and any Additional Restricted Stock Units previously
credited multiplied by the dollar amount of the cash dividend paid per share of
Common Stock by the Company, divided by the Fair Market Value of a share of
Common Stock. The agreement also may provide, in the event of a stock dividend
paid by the Company to holders of Common Stock generally, for the crediting of
Additional Restricted Stock Units equal to the total number of whole RSUs and
Additional Restricted Stock Units previously credited multiplied by the share
dividend paid per share of Common Stock by the Company. Any Additional
Restricted Stock Units shall be subject to the same terms and restrictions as
the RSUs to which they relate.

      (e)   DEFERRAL OF ISSUANCE OF COMMON STOCK UPON VESTING OF RSUS. A
Director who is eligible to participate in any Deferred Compensation Plan may
elect to defer the dates on which shares of Common Stock are to be issued
pursuant to one or more RSUs. The Director's election shall be made pursuant to
the terms of the Deferred Compensation Plan. When the vesting date occurs, the
RSU(s) subject to the election will be transferred into a deferred compensation
account established under the Deferred Compensation Plan and will be subject to
the terms of the Deferred Compensation Plan. Notwithstanding any election to
defer the date(s) on which shares of Common Stock are to be issued pursuant to
one or more RSUs, in the event of a Director's death prior to the transfer to
the Deferred Compensation Plan, all RSUs subject to such election (and otherwise
payable under the terms of this Plan) will be paid in full to the Director's
beneficiary within a

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reasonable time after notice to the Plan Administrator of the Director's death
or, if later, on the date such payment would be made to the Director absent the
deferral election.

7.    OPTIONS

      (a)   EXERCISE PRICE. The exercise price per share of Common Stock of each
Option granted to a Director pursuant to this Plan shall be the Fair Market
Value of the Common Stock on the date of grant.

      (b)   OPTION AGREEMENT. Each Option granted under this Plan shall be
evidenced by an agreement, in a form approved by the Plan Administrator, which
shall be subject to the terms and conditions of the Plan. Any agreement may
contain such other terms, provisions, and conditions as may be determined by the
Plan Administrator, so long as such terms are not inconsistent with the Plan.

      (c)   TERM AND EXERCISE OF OPTIONS. Each option agreement shall provide
that the Option shall expire ten (10) years from the date of the grant.

      (d)   PROCEDURE FOR EXERCISE OF OPTIONS. 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 Director (or his or her executor or
administrator). Payment shall be made either (i) in cash, by certified check,
bank cashier's check or wire transfer, (ii) subject to the approval of the Plan
Administrator, in shares of Common Stock owned by the Director 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,
(iii) subject to the approval of the Plan Administrator, in the form of a
"cashless exercise" (as described in Section 7(e), below), or (iv) subject to
the approval of the Plan Administrator, 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 administratively 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
Director may withdraw the notice, in which case the Option will not be
exercised.

      (e)   CASHLESS EXERCISE. The cashless exercise of an Option shall be
pursuant to procedures whereby the Director, by written notice, irrevocably
directs (i) an immediate market sale or margin loan with respect to all or a
portion of the shares of Common Stock to which he or she is entitled upon
exercise pursuant to an extension of credit by a brokerage firm or other party
(provided that the brokerage firm or other party is not affiliated with the
Company) of the exercise price and any tax withholding obligations resulting
from such exercise, (ii) the delivery of the shares of Common Stock directly
from the Company to such brokerage firm or other party, and (iii) delivery to
the Company from the brokerage firm or other party, from the proceeds of the
sale or the margin loan, of an amount sufficient to pay the exercise price and
any tax withholding obligations resulting from such exercise.

      (f)   TERMINATION OF OPTIONS. Except as may be otherwise expressly
provided in this Plan or otherwise determined by the Plan Administrator, each
Option, to the extent it shall not have been exercised previously, shall
terminate on the earliest of the following:

            (i)   On the last day of the three-month period commencing on the
      date on which the Director ceases to be a member of the Board for any
      reason, other than the death of the Director, during which period the
      Director shall be entitled to exercise all Options held by the Director on
      the date on which the Director ceased to be a member of the Board that
      could have been exercised on such date;

            (ii)  On the last day of the six-month period commencing on the
      Director's death while serving as a member of the Board, during which
      period the executor or administrator of

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      the Director's estate or the person or persons to whom the Director's
      Option shall have been transferred by will or the laws of descent or
      distribution shall be entitled to exercise all Options in respect of the
      number of shares that the Director would have been entitled to purchase
      had the Director exercised such Options on the date of his or her death;
      or

            (iii) Ten years after the date of grant of such Option.

      For purposes of this Section 7(f), "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.

      (g)   ASSIGNABILITY OF OPTIONS. Except as set forth in this Section 7(g),
during the lifetime of a Director each Option granted to him or her shall be
exercisable only by him or her or a broker-dealer acting on his or her behalf
pursuant to Section 7(e). No Option shall be assignable or transferable for
value. Each Option may be assigned by a Director by will or by the laws of
descent and distribution, or pursuant to a Qualified Domestic Relations Order.
Additionally, each Option may be assigned 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 Director=s household (other than a
tenant or employee), (iii) a trust in which the Director or any of the persons
described in clause (i) or (ii), above, hold more than 50% of the beneficial
interest, or (d) a private foundation in which the Director or any of the
persons described in clause (i) or (ii), above, 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 Director or any of the persons described in clause
(i) or (ii), above, in exchange for an interest in that entity shall not
constitute a transfer for value for purposes of this Section 7(g).

      (h)   NO RIGHTS AS A STOCKHOLDER. No Director shall have any rights as a
stockholder with respect to any shares covered by an Option until the date of
the issuance of a stock certificate or certificates representing such shares.
Except as provided in Section 12 of this Plan, no adjustment for dividends or
otherwise shall be made if the record date is prior to the date of issuance of
the certificates representing shares of Common Stock purchased pursuant to
exercise of the Option.

8.    ELECTION REGARDING CASH FEE AWARDS

      (a)   ELECTION TO RECEIVE EQUITY IN LIEU OF CASH FEE AWARDS. Each Eligible
Director may elect, on or prior to the date of each annual meeting of the
Company's stockholders, in a writing delivered to the Company's principal
executive offices, to have all or any portion of his or her Cash Fee Awards paid
to him or her in shares of Common Stock. Such election by a Director shall
remain valid until the date of the annual meeting of stockholders in the
following year and, if the Director does not make another written election with
respect to his or her Cash Fee Awards at that time, his or her Cash Fee Awards
for the next year shall be paid in cash. Notwithstanding the foregoing, if there
are not sufficient shares of Common Stock available under the Plan to make
payment of the Cash Fee Awards in the form of Common Stock, the Cash Fee Awards
will be paid in cash.

      (b)   DETERMINATION OF NUMBER OF SHARES SUBJECT TO CASH FEE AWARDS. If an
Eligible Director elects to have his or her Cash Fee Award paid in Common Stock,
the number of shares shall be determined by dividing the dollar amount of the
Cash Fee Award to be paid in the form of shares by the Fair Market Value of one
share of Common Stock on the last day of the calendar month in which the Cash
Fee Award is to be paid; provided, however, that the number of shares of Common
Stock shall be rounded downward such that no fractional share shall be issued.

      (c)   VESTING. Notwithstanding any contrary provision of this Plan, shares
of Common Stock paid to a Director in lieu of Cash Fee Awards will not be
subject to vesting.

9.    EXTRAORDINARY CORPORATE TRANSACTIONS

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      If the Company effects a merger, consolidation, acquisition, separation,
reorganization, liquidation or similar transaction, the Company may substitute
new Awards for the Awards then outstanding under the Plan or a corporation other
than the Company, including (without limitation) a parent or subsidiary of the
Company, may assume the Company's duties as to Awards then outstanding under the
Plan. Notwithstanding the foregoing or the provisions of Section 11 of this
Plan, in the event such corporation or parent or subsidiary of the Company does
not substitute new and substantially equivalent Awards for, or assume, the
Awards then outstanding under the Plan, all such outstanding Awards shall be
cancelled immediately prior to the effective date of such extraordinary
corporation transaction and, in full consideration of such cancellation, each
Director to whom the Awards were granted shall be paid an amount in cash equal
to the product of (a) the number of shares of Restricted Stock held by the
Director plus the number shares of Common Stock issuable upon vesting of RSUs
and exercise of Options held by the Director times (b) the value, as determined
by the Plan Administrator in its absolute discretion, of the property (including
cash) received by a holder of one share of Common Stock as a result of such
event, reduced by (c) the aggregate exercise price of all Options held by such
Director.

      Except as otherwise expressly provided in this Plan, the issuance 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 on
direct sale or on the exercise of rights or warrants to subscribe therefor, or
on 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 or price of shares of Common
Stock then subject to outstanding Awards.

10.   INVESTMENT REPRESENTATIONS

      If the shares issuable upon the vesting of shares of Restricted Stock or
RSUs or upon exercise of an Option are not registered under the Securities Act,
the Company may imprint on the certificate representing such shares the
following legend or any other legend that counsel for the Company considers
necessary or advisable to comply with the Securities Act:

      THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
      SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT
      UPON SUCH REGISTRATION OR UPON RECEIPT BY THE CORPORATION OF AN OPINION OF
      COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, THAT
      REGISTRATION IS NOT REQUIRED FOR SUCH SALE OR TRANSFER.

The Company may, but shall in no event be obligated to, register any securities
under this Plan pursuant to the Securities Act and, if any shares are so
registered, the Company may remove any legend on certificates representing such
shares. The Company shall not be obligated to take any other affirmative action
to cause the vesting of shares of Restricted Stock, the vesting of RSUs, or the
exercise of an Option or the issuance of shares pursuant thereto to comply with
any law or regulation of any governmental authority.

11.   AMENDMENT OR TERMINATION

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      The Board may amend, modify, revise or terminate this Plan at any time and
from time; provided, however, that without the degree of stockholder approval
required by the Company's charter or bylaws, applicable law, or the rules and
regulations of any exchange or trading market on which the Company's securities
are then traded, the Board may not: (a) materially increase the benefits
accruing to Eligible Directors under this Plan; (b) materially increase the
number of shares of Common Stock that may be issued under this Plan; or (c)
materially modify the requirements as to eligibility for participation in this
Plan. All Awards granted under this Plan shall be subject to the terms and
provisions of this Plan and any amendment, modification or revision of this Plan
shall be deemed to amend, modify or revise all Awards outstanding under this
Plan at the time of such amendment, modification or revision, provided that no
amendment, modification, or revision of any Award that adversely affects the
rights of the holder of such award shall be effective with respect to such Award
without the consent of the holder of such Award. At the discretion of the Board,
all outstanding Awards may be forfeited and terminated if this Plan is
terminated by action of the Board.

12.   CHANGES IN THE COMPANY'S CAPITAL STRUCTURE

      The existence of outstanding Awards shall not affect in any way the right
or power of the Company or its stockholders to make or authorize the dissolution
or liquidation of the Company, any sale or transfer of all or any part of the
Company's assets or business, any reorganization or other corporate act or
proceeding, whether of a similar character or otherwise, any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, any merger or consolidation of the Company, or any
issuance of bonds, debentures, preferred or prior preference stock senior to or
affecting the Common Stock or the rights thereof. Notwithstanding the foregoing,
if the outstanding shares of Common Stock of the Company shall be subdivided
into a greater number of shares or the outstanding shares of Common Stock shall
be combined into a smaller number of shares thereof, then:

      (a)   The number of shares of Restricted Stock or RSUs then outstanding
under the Plan shall be proportionately adjusted to equal the product obtained
by multiplying such number of shares of Common Stock by a fraction, the
numerator of which is that number of outstanding shares of Common Stock after
giving effect to such combination or subdivision and the denominator of which is
that number of outstanding shares of Common Stock prior to such combination or
subdivision.

      (b)   The exercise price of any Option then outstanding under the Plan
shall be proportionately adjusted to equal the product obtained by multiplying
such exercise price by a fraction, the numerator of which is the number of
outstanding shares of Common Stock prior to such combination or subdivision and
the denominator of which is that number of outstanding shares of Common Stock
after giving effect to such combination or subdivision; and

      (c)   The number of shares of Common Stock issuable upon the exercise of
any Option then outstanding under the Plan shall be proportionately adjusted to
equal the product obtained by multiplying such number of shares of Common Stock
by a fraction, the numerator of which is that number of outstanding shares of
Common Stock after giving effect to such combination or subdivision and the
denominator of which is that number of outstanding shares of Common Stock prior
to such combination or subdivision.

13.   COMPLIANCE WITH OTHER LAWS AND REGULATIONS

      The Plan, the grant of Awards, and the obligation of the Company to issue
and deliver shares of Common Stock upon vesting of shares of Restricted Stock or
RSUs or upon exercise of Options shall be subject to all applicable federal and
state laws, rules, and regulations and to such approvals by such governmental or
regulatory agency or national securities exchange as may be required. The
Company shall not be required to issue any shares upon vesting of shares of
Restricted Stock or RSUs or upon exercise of any Option if the issuance of such
shares shall constitute a violation by the Director or the Company of any
provisions of any law or regulation of any governmental authority. Each Award
granted under this Plan shall be subject to the requirement that, if at any time
the Plan Administrator shall determine that (a) the listing, registration or
qualification of the shares subject thereto on any securities exchange or
trading market or under any state or federal law of the United States or of any
other country or governmental subdivision thereof, (b) the consent or approval
of any governmental regulatory body, or (c) the making of investment or other

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representations are necessary or desirable in connection with the issue or
purchase of shares subject thereto, no shares of Common Stock may be issued upon
grant, vesting, or exercise of any Award Option unless such listing,
registration, qualification, consent, approval or representation shall have been
effected or obtained, free of any conditions not acceptable to the Plan
Administrator. Any determination in this connection by the Plan Administrator
shall be final, binding, and conclusive.

14.   LIMITATION OF LIABILITY; INDEMNIFICATION OF COMMITTEE AND BOARD OF
      DIRECTORS

      No member of the Board or the Committee shall be liable for any act or
omission of any other member of the Board or the Committee or for any act or
omission on his or her own part, including (without limitation) the exercise of
any power or discretion given to him or her under this Plan, except those
resulting from his or her own gross negligence or willful misconduct. The
Company shall, to the fullest extent permitted by law, indemnify, defend, and
hold harmless any person who at any time is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding
(whether civil, criminal, administrative or investigative) in any way relating
to or arising out of this Plan or any Awards granted hereunder by reason of the
fact that such person is or was at any time a director of the Company or a
member of the Committee against judgments, fines, penalties, settlements, and
reasonable expenses (including attorneys' fees) actually incurred by such person
in connection with such action, suit or proceeding. This right of
indemnification shall inure to the benefit of heirs, executors, and
administrators of each such person and is in addition to all other rights to
which such person may be entitled by virtue of the bylaws of the Company or as a
matter of law, contract or otherwise.

15.   EFFECTIVE DATE; EXPIRATION OF THE PLAN

      This Plan, which provides for grants of shares of Restricted Stock, RSUs,
and Options, shall become effective on the Effective Date. Options previously
granted under the Allied Waste Industries, Inc. 1994 Amended and Restated
Non-Employee Director Stock Option Plan shall remain in full force and effect
under the terms of such Options and this Plan. No Awards shall be granted
pursuant to this Plan on or after ____________, 2014.

      This Plan is hereby executed this __ day of __________, 2005.

                                  ALLIED WASTE INDUSTRIES, INC.,
                                  A DELAWARE CORPORATION

                                  By____________________________________
                                    Steven M. Helm, Executive Vice President,
                                        General Counsel and Corporate Secretary

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