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                                                                    EXHIBIT 10.2

                          ALLIED WASTE INDUSTRIES, INC.
                           RESTRICTED STOCK AGREEMENT
                      (UNDER THE 2005 NON-EMPLOYEE DIRECTOR
                            EQUITY COMPENSATION PLAN)

      THIS RESTRICTED STOCK AGREEMENT ("Agreement") is dated
_________________________ ("Date of Grant"), between ALLIED WASTE INDUSTRIES,
INC., a Delaware corporation ("Company"), and _____________________________
("Director"):

                                R E C I T A L S:

      The Company maintains the Allied Waste Industries, Inc. 2005 Non-Employee
Director Equity Compensation Plan (formerly known as the Allied Waste
Industires, Inc. 1994 Amended and Restated Non-Employee Director Stock Option
Plan), as most recently amended and restated effective ________________, 2005
("Plan"), all of the terms and provisions of which are incorporated herein by
reference and made a part of this Agreement. All capitalized terms used but not
defined in this Agreement have the meanings given to them in the Plan.

      The Plan provides for an award of shares of Restricted Stock to the
Director.

      NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:

1.    Grant of Restricted Stock. The Company hereby grants to Director
____________________ shares of Restricted Stock ("Award Shares"), subject to the
following terms and conditions and to the provisions of the Plan.

2.    Vesting. Director shall become vested in the Award Shares according to the
following schedule:

      [Initial grant] 0% vested until the last day of Director's first one-year
term ending after the Date of Grant; 1/3 vested on the last day of Director's
first one-year term ending after the Date of Grant; an additional 1/3 vested on
the last day of 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.

      [Annual grant] 0% vested until the last day of Director's first one-year
term ending after the Date of Grant; and 100% vested on the last day of
Director's first one-year term ending after the Date of Grant.

Any Award Shares that have not vested as of the date Director ceases to be a
director of the Company, for any reason, will be forfeited as of the beginning
of business on that date.

3.    Rights as Stockholder. Director shall be entitled to all of the rights of
a stockholder with respect to the Award Shares including the right to vote such
shares and to receive dividends and other distributions payable with respect to
such shares since the Date of Grant.

4.    Share Certificates. The Company will provide Director with a certificate
for the Award Shares, issued in the Director's name, but containing the stock
legend as provided for in Section 6(a) of the Plan. Within a reasonable time
following the vesting of Director's Award Shares, the Company will re-issue one
or more certificates to Director with respect to which the stock legend has been
removed in the case of vested Award Shares.

5.    Term of Directorship. This Agreement does not grant to Director any right
to continue serving as a director of the Company.

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6.    Notices; Deliveries. Any notice of delivery required to be given under the
terms of this Agreement shall be addressed to the Company, in care of its
Secretary, at its principal office at 15880 N. Greenway-Hayden Loop, Suite 100,
Scottsdale, Arizona 85260, and any notice or delivery to be given to Director
shall be addressed to him at the address given by him beneath his signature
hereto or such other address as either party hereto may hereafter designate in
writing to the other. Any such notice or delivery shall be deemed to have been
duly given when addressed as aforesaid, registered or certified mail, and
deposited (postage or registration or certification fee prepaid) in a post
office or branch post office regularly maintained by the United States.

7.    Disputes. As a condition of the granting of the Award Shares, Director and
his heirs and successors agree that any dispute or disagreement which may arise
hereunder shall be determined by the Committee in its sole discretion and
judgment, and that any such determination and any interpretation by the
Committee of the terms of the Plan and this Agreement shall be final and shall
be binding and conclusive, for all purposes, upon the Company, Director, his
heirs and personal representatives, and all permitted transferees.

8.    Award Shares Subject to Plan. The Award Shares granted pursuant to this
Agreement are subject to the terms and provisions of the Plan. Unless otherwise
explicitly stated herein, in the event of a conflict between any term or
provision contained herein and a term or provision of the Plan, the applicable
terms and provisions of the Plan will govern and prevail under all
circumstances.

15.   Miscellaneous.

      (a)   All decisions of the Committee with respect to any questions arising
under the Plan or under this Agreement shall be conclusive.

      (b)   Director agrees to make appropriate arrangements with the Company
for satisfaction of any applicable federal, state or local income tax,
withholding requirements or like requirements, attributable to the vesting of
such Award Shares.

      (c)   Notwithstanding anything contained herein to the contrary, the
Company's obligation to issue or deliver certificates evidencing the Award
Shares or shares of Common Stock shall be subject to all applicable laws, rules,
and regulations and to such approvals by any governmental agencies or national
securities exchanges as may be required.

      (d)   This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company.

      (e)   The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of Arizona.

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      IN WITNESS WHEREOF, the Company has, as of the date first above written,
caused this Agreement to be executed on its behalf by its Chairman, President or
any Vice President, and Director has hereunder set his hand as of the date first
above written, which date is the Date of Grant of the Award Shares.

ALLIED WASTE INDUSTRIES, INC.                     DIRECTOR

By________________________________                ______________________________
                                                  Signature
Title ____________________________

                                                  ______________________________
                                                  Print Name

                                                  ______________________________

                                                  ______________________________
                                                  Address

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