ALLIED WASTE INDUSTRIES, INC. 2005 EXECUTIVE DEFERRED COMPENSATION PLAN

Exhibit 10.126

ALLIED WASTE INDUSTRIES, INC.

2005 EXECUTIVE DEFERRED
COMPENSATION PLAN

Table of Contents

		Page
ARTICLE I PURPOSE; EFFECTIVE DATE			1
1.1 Purpose			1
1.2 Effective Date			1
ARTICLE II DEFINITIONS			1
2.1 Account			1
2.2 Adjustment Rate			1
2.3 Base Salary			1
2.4 Beneficiary			1
2.5 Board			1
2.6 Bonus			1
2.7 Change of Control			1
2.8 Code			2
2.9 Committee			2
2.10 Company			2
2.11 Compensation			2
2.12 Deferred Stock Units			2
2.13 Deferral Commitment			2
2.14 Deferral Period			2
2.15 Discretionary Contribution			2
2.16 Employer			2
2.17 Identification Date			2
2.18 Key Employee			2
2.19 LTIP Award			2
2.20 Participant			2
2.21 Participation Agreement			3
2.22 Plan			3
2.23 Plan Year			3
2.24 Restricted Stock Units			3
2.25 Termination of Service			3
2.26 Unforeseeable Emergency			3
2.27 Valuation Date			3
2.28 Valuation Period			3
ARTICLE III PARTICIPATION AND DEFERRAL COMMITMENTS			4
3.1 Eligibility and Participation			4
3.2 Form of Deferral			4
3.3 Limitations on Deferral Commitments			5
3.4 Modification or Cancellation of Deferral Commitment			6
3.5 Change in Employment Status			6
ARTICLE IV DEFERRED COMPENSATION ACCOUNT			7
4.1 Account			7
4.2 Timing of Credits: Withholding			7
4.3 Discretionary Contributions			7
4.4 Determination of Account			7
4.5 Vesting of Account			7

		Page
4.6 Statement of Account			7
ARTICLE V ADJUSTMENT RATE			8
5.1 Selection of Adjustment Rate			8
5.2 Rate of Return			8
5.3 Rate for Deferred Stock Units			8
ARTICLE VI DISTRIBUTIONS			8
6.1 Distributions on Elected Payment Dates			8
6.2 Distributions for Unforeseeble Emergencies			10
6.3 Distributions Upon Death			10
6.4 Withholding for Taxes			10
6.5 Valuation and Settlement			10
6.6 Payment to Guardian			10
6.7 Receipt on Release			11
6.8 Inability to Locate Participant or Beneficiary			11
ARTICLE VII BENEFICIARY DESIGNATION			11
7.1 Beneficiary Designation			11
7.2 Changing Beneficiary			11
7.3 Community Property			11
7.4 No Beneficiary Designation			12
ARTICLE VIII ADMINISTRATION			12
8.1 Committee; Duties			12
8.2 Agents			12
8.3 Binding Effect of Decisions			12
8.4 Indemnity of Committee			13
8.5 Compensation and Expenses			13
ARTICLE IX CLAIMS PROCEDURE			13
9.1 Claim			13
9.2 Review of Claim			13
9.3 Notice of Denial of Claim			13
9.4 Reconsideration of Denied Claim			14
9.5 Employer to Supply Information			14
ARTICLE X AMENDMENT AND TERMINATION OF PLAN			14
10.1 Amendment			14
10.2 Employer’s Right to Terminate			15
ARTICLE XI MISCELLANEOUS			15
11.1 Unfunded Plan			15
11.2 Company Obligations			15
11.3 Unsecured General Creditor			15
11.4 Trust Fund			15
11.5 Nonassignability			15
11.6 Not a Contract of Employment			16
11.7 Protective Provisions			16
11.8 Governing Law			16
11.9 Validity			16
11.10 Notice			16
11.11 Successors			16

ALLIED WASTE INDUSTRIES, INC.
2005 EXECUTIVE DEFERRED COMPENSATION PLAN

     THIS PLAN is hereby amended and restated by ALLIED WASTE INDUSTRIES, INC., a Delaware corporation (“Company”).

ARTICLE I
PURPOSE; EFFECTIVE DATE

     1.1 Purpose . The purpose of this 2005 Executive Deferred Compensation Plan is to provide a tax deferred capital accumulation opportunity to certain executives through deferrals of salary, bonus awards, certain long-term incentive awards, and restricted stock units. It is intended that the Plan also will provide the Company with a method of rewarding and retaining certain executives.

     1.2 Effective Date . The original effective date of this Plan is December 1, 2004. The effective date of this amended and restated Plan is January 1, 2008. This Plan is intended to comply with Code Section 409A and shall be construed accordingly.

ARTICLE II
DEFINITIONS

     For the purposes of this Plan, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise:

     2.1 Account . “Account” means the bookkeeping account maintained by the Committee for each Participant.

     2.2 Adjustment Rate . “Adjustment Rate” means the rate of return on the Participant’s Account (or subaccounts thereunder) during a Valuation Period, as determined pursuant to Article V below.

     2.3 Base Salary . “Base Salary” means a Participant’s annual base salary, excluding bonuses, incentives, and other extraordinary remuneration for services rendered to the Company, but including any contributions made by a Participant to a plan established pursuant to Code Section 125 or qualified pursuant to Code Section 401(k).

     2.4 Beneficiary . “Beneficiary” means the person(s) or entity(ies) entitled under Article VII to receive any death benefits payable after a Participant’s death.

     2.5 Board . “Board” means the Board of Directors of the Company.

     2.6 Bonus . “Bonus(es) ” means such additional amounts of income, over and above the Participant’s Base Salary, as the Company may pay the Participant, including incentive compensation (other than LTIP Awards and Performance Based Compensation).

     2.7 Change of Control . “Change of Control” means a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation Section 1.409A-3(i)(5) and as may be modified by subsequent applicable law or regulations.

     2.8 Code . “Code” means the Internal Revenue Code of 1986, as thereafter amended.

     2.9 Committee . “Committee” means a committee consisting of the Company’s Chief Financial Officer and General Counsel.

     2.10 Company . “Company” means Allied Waste Industries, Inc., a Delaware corporation. The term “Company” also shall include any entity or sole proprietor that adopts this Plan with the express written consent of Allied Waste Industries, Inc.

     2.11 Compensation . “Compensation” means Base Salary and Bonuses earned by an employee-Participant during a calendar year, before reduction for amounts deferred under this Plan or any other salary reduction program. “Compensation” also includes Performance Based Compensation earned by an employee-Participant for a performance cycle of at least twelve (12) months, before reduction for amounts deferred under this Plan or any other salary reduction agreement. “Compensation” also includes LTIP Awards and/or RSUs that would be paid to the employee-Participant but for a deferral election made under this Plan. Compensation does not include expense reimbursements, any form of noncash compensation, or benefits.

     2.12 Deferred Stock Units . “Deferred Stock Units” mean Restricted Stock Units which are granted under the terms of the Allied Waste Industries, Inc. 2006 Incentive Stock Plan (“2006 Stock Plan”) and deferred under this Plan pursuant to Article III.

     2.13 Deferral Commitment . “Deferral Commitment” means a commitment made by a Participant to defer Compensation pursuant to Article III.

     2.14 Deferral Period . “Deferral Period” means each calendar year.

     2.15 Discretionary Contribution . “Discretionary Contribution” means the Employer contribution credited to a Participant’s Account under Section 4.3.

     2.16 Employer . “Employer” means the Company.

     2.17 Identification Date . “Identification Date” means December 31.

     2.18 Key Employee . “Key Employee” means a “key employee” as defined in Code Section 416(i) without regard to Code Section 416(i)(5). If a Participant meets the definition of Key Employee as of an Identification Date or during the twelve (12) month period ending on the Identification Date, the Participant shall be a Key Employee for the twelve (12) month period that begins on the first day of the fourth month immediately following the Identification Date.

     2.19 LTIP Award . “LTIP Award” means an amount awarded to a Participant under the Allied Waste Industries, Inc. Long-Term Incentive Plan (“LTIP”), which would otherwise be payable to the Participant but for an election to defer the LTIP Award under this Plan.

     2.20 Participant . “Participant” means any eligible individual who becomes a Participant in accordance with Section 3.1.

     2.21 Participation Agreement . “Participation Agreement” (also called a “Deferral Election Form”) means the agreement submitted by a Participant prior to the beginning of a Deferral Period, with respect to a Deferral Commitment made for such Deferral Period. “Participant Agreement” also includes an agreement submitted by a Participant with respect to a deferral of an LTIP Award, RSU award or Performance Based Compensation in accordance with Sections 3.2(c), (d) or (e).

     2.22 Performance Based Compensation . “Performance Based Compensation” means “performance-based compensation” (other than LTIP Awards) as defined in Treasury Regulation Section 1.409A-1(e) and as may be modified by subsequent applicable law or regulations.

     2.23 Plan . “Plan” means this 2005 Executive Deferred Compensation Plan as amended from time to time.

     2.24 Plan Year . “Plan Year” means the calendar year; provided that there shall be an initial short Plan Year of December 1, 2004 through December 31, 2004 to permit Deferral Commitments to be made for the 2005 Deferral Period.

     2.25 Restricted Stock Units . “Restricted Stock Units” or “RSUs” mean units of restricted stock granted to a Participant under the 2006 Stock Plan, which would otherwise be payable to the Participant but for an election to defer the RSUs under this Plan.

     2.26 Termination of Service . “Termination of Service” means a Participant’s separation from service with the Company due to the Participant’s death, retirement or other “termination of employment” as defined in Treasury Regulation 1.409A-1(h) and as may be modified by subsequent applicable law or regulations.

     2.27 Unforseeable Emergency . “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent of the Participant (as defined in Code Section 152, without regard to 152(b)(1), (b)(2) and(d)(1)(B)), loss of the Participant’s property due to casualty (including the need to rebuild a home following damage not otherwise covered by insurance, for example, as a result of a natural disaster), or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

     2.28 Valuation Date . “Valuation Date” means the last day of the Plan Year or such other, more frequent, dates as determined by the Committee.

     2.29 Valuation Period . “Valuation Period” means the period beginning on the day after each Valuation Date and ending on the immediately following Valuation Date.

ARTICLE III
PARTICIPATION AND DEFERRAL COMMITMENTS

     3.1 Eligibility and Participation .

          (a) Eligibility . Eligibility to participate in the Plan shall be limited to the Company’s corporate officers who earn an annual Base Salary of at least $150,000, or who satisfy such other criteria as may be established by the Chief Executive Officer of the Company, and who are designated from time to time by the Chief Executive Officer.

          (b) Participation . An eligible individual may elect to participate in the Plan with respect to a Deferral Period by submitting a Participation Agreement to the Committee by the fifteenth (15th) day of the month immediately preceding the first day of the Deferral Period. If a Participation Agreement is timely submitted for a Deferral Period, the provisions of Sections 3.2, 3.3 and 3.4 govern the Compensation to be deferred for that Deferral Period and the irrevocability of the Participation Agreement for that Deferral Period. If a Participation Agreement is not timely submitted for a Deferral Period, the eligible individual cannot defer any Compensation earned during that Deferral Period, except as may be explicitly permitted under Section 3.2(c), (d) or (e) with respect to an LTIP Award, a RSU award or Performance Based Compensation.

          (c) Initial Deferral Period . If an individual first becomes eligible to participate in the Plan during a Deferral Period (“initial Deferral Period”), the eligible individual may elect to participate in the Plan with respect to the initial Deferral Period by submitting a Participation Agreement to the Committee within thirty (30) days after the individual is first designated as eligible to participate. If a Participation Agreement is timely submitted, the provisions of Sections 3.2, 3.3 and 3.4 govern the Compensation to be deferred for the initial Deferral Period and the irrevocability of the Participation Agreement for the initial Deferral Period. If a Participation Agreement is not timely submitted for the initial Deferral Period, the eligible individual cannot defer any Compensation earned during the initial Deferral Period, except as may be explicitly permitted in Section 3.2(c), (d) or (e) with respect to an LTIP Award, a RSU award, or Performance Based Compensation.

     3.2 Form of Deferral . A Participant may elect Deferral Commitments in the Participation Agreement as follows:

          (a) Salary Deferral Commitment . A salary Deferral Commitment that is made for a Deferral Period shall be related only to the Base Salary earned by the Participant during that Deferral Period. The amount to be deferred shall be stated either as a percentage or a flat dollar amount.

          (b) Bonus Deferral Commitment . A bonus Deferral Commitment that is made for a Deferral Period shall be related only to the Bonus(es) earned by the Participant during that Deferral Period. The amount to be deferred may be stated either as a percentage or a flat dollar amount.

          (c) LTIP Award Deferral Commitment . If permitted by the Committee for the LTIP, a Participant may elect to defer his or her LTIP Award for a Performance Cycle (as defined in the LTIP). The election must be made prior to the date on which the LTIP Award becomes readily ascertainable and at least one year prior to the close of the relevant Performance Cycle. In addition,

to be eligible to defer the LTIP Award for that Performance Cycle, the Participant must have performed services for the Company continuously from the later of the first day of that Performance Cycle or the date the performance criteria were established for that Performance Cycle through the date the election is made. The amount to be deferred may be stated either as a percentage or a flat dollar amount. If a deferral election is timely made for an LTIP Award, the deferral election shall relate only to that LTIP Award and shall become irrevocable in accordance with Section 3.4. Moreover, all of the Participant’s rights to his or her deferred LTIP Award will be deemed to have been transferred to this Plan, effective as of the date the LTIP Award would have otherwise been payable to the Participant from the LTIP, but for the Participant’s deferral election. If a deferral election is not timely made for an LTIP Award, the Participant cannot defer under this Plan any portion of that LTIP Award.

          (d) RSU Deferral Commitment . If permitted by the Committee for this Plan, a Participant may elect to defer all or a portion of a RSU award. The election must be made either prior to the first day of the calendar year during which the RSU award is granted or by the 30 ^th day immediately following the date of grant (provided, however, that only RSUs that vest on a date that is at least twelve (12) months after the date the Deferral Commitment is made shall be eligible for deferral). The amount to be deferred may be stated as all (i.e., one hundred percent (100%)) of one or more vesting tranches or, if there is only one or no vesting tranches, as a percentage amount. If a deferral election is timely made for a RSU award, the deferral election shall relate only to that RSU award and shall become irrevocable in accordance with Section 3.4. Moreover, all of the Participant’s rights to his or her deferred RSUs will be deemed to have been transferred to this Plan effective as of the date of the election, provided that the RSUs shall remain subject to any vesting provisions set forth in the 2006 Stock Plan. If a deferral election is not timely made for a RSU award, the Participant cannot defer under this Plan any portion of that RSU award.

          (e) Performance Based Compensation Deferral Commitment . A Participant may elect to defer all or a portion of his or her Performance Based Compensation for a performance period. The election must be made prior to the date on which the Performance Based Compensation becomes readily ascertainable and at least six months prior to the close of the relevant performance period. In addition, to be eligible to defer Performance Based Compensation for a performance period, the Participant must have performed services for the Company continuously from the later of the first day of that performance period or the date the performance criteria were established for that performance period through the date the election is made. The amount to be deferred may be stated either as a percentage or a flat dollar amount. If a deferral election is timely made, the deferral election shall relate only to the Performance Based Compensation earned for that performance period and shall become irrevocable in accordance with Section 3.4. Moreover, all of the Participant’s rights to his or her deferred Performance Based Compensation will be deemed to have been transferred to this Plan, effective as of the date the Performance Based Compensation would have otherwise been payable to the Participant but for the Participant’s deferral election. If a deferral election is not timely made for Performance Based Compensation for a performance period, the Participant cannot defer under the Plan any portion of the Performance Based Compensation earned for that performance period.

     3.3 Limitations on Deferral Commitments . The following limitations shall apply to Deferral Commitments:

          (a) Minimum . The minimum deferral amount shall be five thousand dollars ($5,000) for each Deferral Period. The minimum deferral amount can be satisfied from either the Participant’s Base Salary, Bonus, Performance Based Compensation and/or LTIP Award. The minimum deferral amount does not apply to RSU deferrals.

          (b) Maximum . The maximum deferral amount for each Deferral Period shall be one hundred percent (100%) of the Participant’s Base Salary, one hundred percent (100%) of the Participant’s Bonus, one hundred percent (100%) of the Participant’s Performance Based Compensation, one hundred percent (100%) of the Participant’s LTIP Award, and/or one hundred percent (100%) of the Participant’s RSUs; provided, however, that no Deferral Commitment shall reduce a Participant’s total Compensation below the amount necessary to satisfy the following obligations: (1) applicable employment taxes on amounts deferred; (2) withholding requirements for other employee benefit plan elections made by the Participant and/or required by the Company; and (3) all applicable tax withholding for Compensation that cannot be deferred. For Compensation earned during a Participant’s initial Deferral Period, Compensation earned prior to the date on which a Participation Agreement is submitted in accordance with Section 3.1(c) cannot be deferred.

          (c) Changes in Minimum or Maximum . The Committee may change the minimum or maximum deferral amounts from time to time by giving written notice to all Participants. No such change may affect a Deferral Commitment that was made prior to the Committee’s action.

     3.4 Modification or Cancellation of Deferral Commitment . A Deferral Commitment that is made for an LTIP Award, an RSU award, or Performance Based Compensation, in accordance with Section 3.2(c), (d) or (e), shall become irrevocable as of the first day immediately following the last day on which a deferral election may be made under Section 3.2(c), (d) or (e), as applicable. A Deferral Commitment that is made for Base Salary and/or Bonus shall become irrevocable as of the first day of the Deferral Period for which the deferral election is made, except as otherwise provided in this Section in the case of a distribution for an Unforeseeable Emergency. If the Participant applies for a distribution due to an Unforeseeable Emergency, the Participant may also request that his or her Deferral Commitment for Base Salary and Bonus then in effect be cancelled for the remainder of the Deferral Period during which the distribution due to an Unforeseeable Emergency is paid. If the Committee grants the distribution for an Unforeseeable Emergency, the Committee shall also grant the Participant’s request to cancel his or her Deferral Commitment for Base Salary and Bonus then in effect.

     3.5 Change in Employment Status . If the Chief Executive Officer of the Company determines that a Participant’s performance is no longer at a level that deserves to be rewarded through participation in the Pla