FOURTH SUPPLEMENTAL INDENTURE



         FOURTH SUPPLEMENTAL  INDENTURE,  dated as of July 30, 1999 (the "Fourth
Supplemental  Indenture")  among  ALLIED WASTE NORTH  AMERICA,  INC., a Delaware
corporation  (the  "Company"),  having its principal  place of business at 15880
North  Greenway-Hayden  Loop, Suite 100, Scottsdale,  Arizona 85260, and each of
the guarantors  signatory hereto (the "Guarantors") and U.S. Bank Trust National
Association, as trustee (the "Trustee").

                                   WITNESSETH:

         WHEREAS,  the  Company,   Allied  Waste  Industries,   Inc.,  the  sole
stockholder  of the Company  ("Allied"),  and the  subsidiary  guarantors  party
thereto  and the  Trustee  executed  and  delivered  an  Indenture,  dated as of
December 23, 1998 (the "Indenture"),  to provide for the issuance by the Company
from time to time of debt securities evidencing its unsecured  indebtedness (the
"Securities");

         WHEREAS,  pursuant to resolutions  adopted by the Board of Directors of
the Company,  the Company issued (i) $300,000,000  aggregate principal amount of
its 73/8%  Senior  Notes due 2004 (the  "Five-Year  Notes")  pursuant to a First
Supplemental  Indenture,  dated  as of  December  23,  1998,  (ii)  $600,000,000
aggregate  principal  amount of its 75/8% Senior Notes due 2006 (the "Seven-Year
Notes") pursuant to a Second  Supplemental  Indenture,  dated as of December 23,
1998,  and (iii)  $875,000,000  aggregate  principal  amount of its 77/8% Senior
Notes due 2009 (the "Ten-Year Notes" and,  together with the Five-Year Notes and
the Seven-Year Notes, the "Notes") pursuant to a Third  Supplemental  Indenture,
dated as of December 23, 1998 (the  Indenture,  as  supplemented  by the related
Supplemental  Indenture  for the  applicable  series  of Notes,  the  "Indenture
Series");

         WHEREAS,  pursuant to that certain  Amended and Restated  Agreement and
Plan of Merger,  dated as of May 21, 1999 (the  "Merger  Agreement"),  among the
Browning-Ferris   Industries,  Inc.  ("BFI"),  Allied  and  AWIN  I  Acquisition
Corporation, a Delaware corporation and a wholly owned subsidiary of Allied, BFI
has agreed to merge with Allied (the "Merger");

         WHEREAS,  the Board of Directors  of Allied,  the Board of Directors of
BFI and the shareholders of BFI have approved the Merger;

         WHEREAS,  upon  consummation  of the  Merger,  BFI will become a wholly
owned subsidiary of the Company, a wholly owned subsidiary of Allied;

         WHEREAS,  upon  consummation  of  the  Merger,  BFI  and  each  of  its
subsidiaries   identified   on  Schedule  B  hereto   will  become   "Restricted
Subsidiaries"  as defined in the Indenture  Series and are required to guarantee
the Company's  obligations  under the  Securities  and the  Indenture  Series in
accordance with the terms of the Securities and the Indenture Series;

         WHEREAS,  subsequent to the issuance of the Securities, the Company has
acquired certain other Restricted  Subsidiaries identified on Schedule A hereto,
which are required to guarantee the Company's  obligations  under the Securities
and the Indenture  Series in accordance with the terms of the Securities and the
Indenture Series;

         WHEREAS, each of the Restricted  Subsidiaries identified on Schedules A
and B hereto (the "Subsidiary Guarantors") has duly authorized the execution and
delivery of this Fourth Supplemental Indenture to provide for the Guarantees (as
defined in the Indenture Series);

         WHEREAS,  pursuant to resolutions  adopted by the Board of Directors of
each of the Subsidiary  Guarantors,  each of the Subsidiary  Guarantors has duly
authorized the guarantee of the Company's  obligations  under the Securities and
the Indenture Series;

         NOW THEREFORE, for and in consideration of the premises, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Securities or any series thereof, as follows:

                                   ARTICLE ONE
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         SECTION 101.      Definitions.
                           -----------

         All  capitalized  terms used herein without  definition  shall have the
meanings specified in the Indenture.

         SECTION 102.      Provisions of General Application.
                           ---------------------------------

         All rules of construction and other  provisions of general  application
set forth in Article  One of the  Indenture  are hereby  incorporated  herein by
reference.

         SECTION 103.      Effectiveness.
                           -------------

         This Fourth  Supplemental  Indenture  shall become  effective  upon the
effectiveness of the Merger without any further action by the parties hereto.

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                                   ARTICLE TWO
                                    GUARANTEE

         SECTION 201.      Senior Guarantee.
                           ----------------

         Each of  Allied  and  the  Subsidiary  Guarantors  hereby  jointly  and
severally  unconditionally  guarantees on a senior basis for the benefit of each
Holder of a Security that has been  authenticated  and delivered by the Trustee,
and for the  benefit  of the  Trustee  on  behalf  of such  Holder,  the due and
punctual  payment of the  principal  of,  premium,  if any, and interest on such
Security  when and as the same  shall  become  due and  payable,  whether at its
Stated  Maturity or following  acceleration,  call for  redemption,  purchase or
otherwise,  in each case in  accordance  with the terms and  conditions  of such
Security,  this Fourth Supplemental  Indenture and the Indenture Series. Each of
the  Subsidiary  Guarantors  shall be from  the  effective  date of this  Fourth
Supplemental  Indenture a "Subsidiary  Guarantor" within the meaning and for all
purposes of the Indenture.  In addition,  Allied hereby guarantees to the extent
set forth in the Senior Guarantee endorsed upon each Security for the benefit of
the Holder thereof, the obligations of each Subsidiary Guarantor thereunder.

                                  ARTICLE THREE
              PARTICULAR REPRESENTATIONS, WARRANTIES AND COVENANTS
                        OF THE COMPANY AND THE GUARANTORS

         SECTION 301.      Authority of the Company.
                           ------------------------

         The Company  represents and warrants that it is duly  authorized  under
the laws of the State of  Delaware  and all other  applicable  laws to  execute,
deliver and perform this Fourth Supplemental Indenture, and all corporate action
on its part required for the execution,  delivery and performance of this Fourth
Supplemental Indenture by the Company has been duly and effectively taken.

         SECTION 302.      Authority of the Guarantors.
                           ---------------------------

         Each Guarantor represents and warrants that it is duly authorized under
the laws of the  jurisdiction  of its  incorporation/organization  and all other
applicable  laws to  execute,  deliver  and  perform  this  Fourth  Supplemental
Indenture,  and all  corporate  or other  action  on its part  required  for the
execution,  delivery and  performance of this Fourth  Supplemental  Indenture by
such Guarantor has been duly and effectively taken.

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<PAGE>

         SECTION 303.      Truth of Recitals and Statements of the Company.
                           -----------------------------------------------

         The  Company  represents  and  warrants  that the  recitals of fact and
statements  contained in this Fourth  Supplemental  Indenture with respect to it
are true and correct in all material respects, and that the recitals of fact and
statements  contained in all certificates  and other documents  furnished by the
Company  in  connection  herewith  will  be true  and  correct  in all  material
respects.

         SECTION 304.      Truth of Recitals and Statements of the Guarantors.
                           --------------------------------------------------

         Each  Guarantor  represents  and warrants that the recitals of fact and
statements  contained in this Fourth  Supplemental  Indenture with respect to it
are true and correct in all material respects, and that the recitals of fact and
statements  contained in all certificates and other documents  furnished by such
Guarantor  in  connection  herewith  will be true and  correct  in all  material
respects.

                                  ARTICLE FOUR
                             CONCERNING THE TRUSTEE

         SECTION 401.      Acceptance of Trusts.
                           --------------------

         The  Trustee  accepts  the trusts  hereunder  and agrees to perform the
same, but only upon the terms and  conditions set forth in the Indenture  Series
and in this Fourth Supplemental  Indenture,  to all of which the Company and the
Guarantors  agree and the Holders of Securities at any time outstanding by their
acceptance thereof agree.

         SECTION 402.      No Responsibility of the Trustee for Recitals, etc.
                           ---------------------------------------------------

         The  recitals  and  statements  contained  in this Fourth  Supplemental
Indenture  shall be taken as the recitals and  statements of the Company and the
Guarantors, and the Trustee assumes no responsibility for the correctness of the
same. The Trustee makes no  representations as to the validity or sufficiency of
this Fourth Supplemental Indenture.



                                       4
<PAGE>

                                  ARTICLE FIVE
                            MISCELLANEOUS PROVISIONS

         SECTION 501.      Binding Agreement; Assignments.
                           ------------------------------

         Whenever  in this  Fourth  Supplemental  Indenture  any of the  parties
hereto is referred to, such reference  shall be deemed to include the successors
and assigns of such party;  and all covenants,  promises and agreements by or on
behalf  of  each  Guarantor  that  are  contained  in this  Fourth  Supplemental
Indenture  shall bind and inure to the  benefit  of each party  hereto and their
respective successors and assigns.

         SECTION 502.      Relation to Indenture.
                           ---------------------

         The  provisions  of this Fourth  Supplemental  Indenture  shall  become
effective  immediately  upon the  execution  and  delivery  hereof.  This Fourth
Supplemental  Indenture and all the terms and provisions  herein contained shall
form a part of the  Indenture  as fully and with the same  effect as if all such
terms and provisions had been set forth in the Indenture and each and every term
and condition contained in the Indenture shall apply to this Fourth Supplemental
Indenture  with the same  force and effect as if the same were set forth in full
in this Fourth  Supplemental  Indenture,  with such  omissions,  variations  and
modifications thereof as may be appropriate to make each such term and condition
consistent  with this Fourth  Supplemental  Indenture.  The  Indenture is hereby
ratified and confirmed and shall remain and continue in full force and effect in
accordance with the terms and provisions thereof, as supplemented and amended by
this  Fourth   Supplemental   Indenture   and  the  Indenture  and  this  Fourth
Supplemental  Indenture  shall be read,  taken  and  construed  together  as one
instrument.

         SECTION 503.      Counterparts.
                           ------------

         This  Fourth   Supplemental   Indenture  may  be  executed  in  several
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one instrument.



                                       5
<PAGE>



         IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Fourth
Supplemental Indenture to be duly executed, and their respective corporate seals
to be  hereunto  affixed  and  attested,  all as of the day and year first above
written.

                         ALLIED WASTE NORTH AMERICA, INC.


                        By:     /s/ G. THOMAS ROCHFORD, JR.
                             --------------------------------
                             Name:  G. Thomas Rochford, Jr.
                             Title: Treasurer


                         ALLIED WASTE INDUSTRIES, INC.

                         for purposes of Article 2 and as Guarantor of the
                         Securities and as Guarantor of the obligations of the
                         Subsidiary Guarantors under the Subsidiary Guarantees


                        By:     /s/ G. THOMAS ROCHFORD, JR.
                             -------------------------------
                             Name:  G. Thomas Rochford, Jr.
                             Title: Treasurer




                        Each of the Subsidiary Guarantors Listed on Schedules
                        A & B hereto, as Guarantor of the Securities


                        By:     /s/ G. THOMAS ROCHFORD, JR.
                             --------------------------------
                             Name:  G. Thomas Rochford, Jr.
                             Title: Treasurer


                        U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee


                        By:     /s/ RICHARD H. PROKOSCH
                             ---------------------------------
                             Name: Richard H. Prokosch
                             Title: Assistant Vice President





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<PAGE>





                                   SCHEDULE A
                                Allied Guarantors

                                Parent Guarantor
                                ----------------

Name of Parent Guarantor                                   State of Organization
--------------------------------------------------------------------------------
Allied Waste Industries, Inc.                                Delaware


                         Subsidiary Guarantors (Allied)
                        -------------------------------


Name of Subsidiary Guarantor                              State of Organization
--------------------------------------------------------------------------------
Allied Enviro Engineering, Inc.                              Texas
Allied EnviroEngineering, Inc.                               Delaware
Allied Waste Alabama, Inc.                                   Delaware
Allied Waste Hauling of Georgia, Inc.                        Georgia
Allied Waste Holdings (Canada) Ltd.                          Delaware
Allied Waste Industries (New Mexico), Inc.                   New Mexico
Allied Waste Industries (Southwest), Inc.                    Arizona
Allied Waste Industries of Georgia, Inc.                     Georgia
Allied Waste Industries of Illinois, Inc.                    Illinois
Allied Waste Industries of Northwest Indiana, Inc.           Indiana
Allied Waste Industries of Tennessee, Inc.                   Tennessee
Allied Waste of New Jersey, Inc.                             New Jersey
Allied Waste Services, Inc. (TX corp.)                       Texas
Allied Waste Systems (Texas), Inc.                           Texas
American Materials Recycling Corp.                           New Jersey
Automated Modular Systems, Inc.                              New Jersey
City Garbage, Inc.                                           Texas
Containerized, Inc. of Texas                                 Texas
Douglas County Disposal, Inc.                                Colorado
EOS Environmental, Inc.                                      Texas
Keller Canyon Landfill Company                               California
Mesa Disposal, Inc.                                          Arizona
NationsWaste Catawba Regional Landfill, Inc.                 South Carolina
Pima Environmental Services, Inc.                            Arizona
Rabanco Connections International, Inc.                      Washington
Refuse Service, Inc.                                         Missouri
Reliant Insurance Company                                    Vermont
Sun Valley Environmental Services, Inc.                      Arizona
Super Services Waste Management, Inc.                        Arizona
Total Solid Waste Recyclers, Inc.                            New Jersey
Tri-State Refuse Corporation                                 Arizona
Yavapai Environmental Services, Inc.                         Arizona


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<PAGE>


                                   SCHEDULE B

                                 BFI Guarantors
                                ----------------

Name of Subsidiary Guarantor                              State of Organization
--------------------------------------------------------------------------------
Attwoods of North America, Inc.                                Delaware
BFI Atlantic, Inc.                                             Delaware
BFI Energy Systems of Albany, Inc.                             Delaware
BFI Energy Systems of Boston, Inc.                             Massachusetts
BFI Energy Systems of Delaware County, Inc.                    Delaware
BFI Energy Systems of Essex County, Inc.                       New Jersey
BFI Energy Systems of Hempstead, Inc.                          Delaware
BFI Energy Systems of Niagara II, Inc.                         Delaware
BFI Energy Systems of Niagara, Inc.                            Delaware
BFI Energy Systems of Plymouth, Inc.                           Delaware
BFI Energy Systems of SEMASS, Inc.                             Delaware
BFI Energy Systems of Southeastern Connecticut, Inc.           Delaware
BFI International, Inc.                                        Delaware
BFI Medical Waste Systems of Washington, Inc.                  Delaware
BFI Medical Waste, Inc.                                        Delaware
BFI Properties, Inc.                                           Texas
BFI Services Group, Inc.                                       California
BFI Trans River (GP), Inc.                                     Delaware
BFI Trans River (LP), Inc.                                     Delaware
BFI Transfer Systems of New Jersey, Inc.                       New Jersey
BFI Waste Systems of New Jersey, Inc.                          New Jersey
BFI Waste Systems of North America, Inc.                       Delaware
Browning-Ferris Financial Services, Inc.                       Delaware
Browning-Ferris Gas Services, Inc.                             Delaware
Browning-Ferris Industries Asia Pacific, Inc.                  Delaware
Browning-Ferris Industries Chemical Services, Inc.             Nevada
Browning-Ferris Industries Europe, Inc.                        Delaware
Browning-Ferris Industries of California, Inc.                 California
Browning-Ferris Industries of Connecticut, Inc.                Delaware
Browning-Ferris Industries of Florida, Inc.                    Delaware
Browning-Ferris Industries of Hawaii, Inc.                     Delaware
Browning-Ferris Industries of Illinois, Inc.                   Delaware
Browning-Ferris Industries of New Jersey, Inc.                 New Jersey
Browning-Ferris Industries of New York, Inc.                   New York
Browning-Ferris Industries of Ohio, Inc.                       Delaware
Browning-Ferris Industries of Tennessee, Inc.                  Tennessee
Browning-Ferris Industries, Inc.                               Delaware
Browning-Ferris Industries, Inc.                               Massachusetts
Browning-Ferris Services, Inc.                                 Delaware
Browning-Ferris, Inc.                                          Maryland
CECOS International, Inc.                                      New York
Global Indemnity Assurance Company                             Vermont
International Disposal Corp. of California                     California
Lake Norman Landfill, Inc.                                     North Carolina
Maui Disposal Co., Inc.                                        Hawaii
New Morgan Landfill Company, Inc.                              Pennsylvania
Newco Waste Systems of New Jersey, Inc.                        New Jersey
Risk Services, Inc.                                            Delaware
VHG, Inc.                                                      Minnesota
Warner Hill Development Company                                Ohio
Woodlake Sanitary Service, Inc.                                Minnesota



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