ALLIED WASTE INDUSTRIES, INC. RESTRICTED STOCK UNITS AGREEMENT

ALLIED WASTE INDUSTRIES, INC.
RESTRICTED STOCK UNITS AGREEMENT
(UNDER THE AMENDED AND RESTATED
1991 INCENTIVE STOCK PLAN)

     THIS RESTRICTED STOCK UNITS AGREEMENT (“Agreement”) is dated                      , 200    (“Date of Grant”), between ALLIED WASTE INDUSTRIES, INC., a Delaware corporation (“Company”), and                                          (“Grantee”):

R E C I T A L S :

     The Company has adopted the Allied Waste Industries, Inc. 1991 Incentive Stock Plan, as most recently amended and restated effective February 5, 2004, and as subsequently amended (“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 Management Development/Compensation Committee of the Board of Directors (“Committee”) has determined that it would be in the best interests of the Company and its stockholders to grant the units of Restricted Stock (“Restricted Stock Units” or “RSUs”) provided for herein to Grantee pursuant to the Plan and this Agreement, as an inducement for Grantee to serve as an employee of the Company and to provide Grantee with a proprietary interest in the future of the Company.

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

1. Grant of Restricted Stock Units . The Company hereby grants to Grantee                                          units of Restricted Stock (“Award RSUs”). Each Award RSU shall represent Grantee’s right to receive one share of the Company’s common stock, par value $.01 per share (the “Common Stock”), subject to the following terms and conditions and to the provisions of the Plan.

2. Vesting . Except as otherwise provided herein, Grantee shall become vested in the Award RSUs over a period of five years, according to the following schedule: 0% prior to ___, 200_, 20% on                      , 200    , 40% on                      , 200    , 60% on                      , 200    , 80% on                      , 200    and 100% on                      , 20    . Notwithstanding the foregoing, vesting will be accelerated upon a Change in Control, as specified in Paragraph 11 below. Vesting also may be accelerated upon the occurrence of certain events, as specified in Paragraph 4 below.

3. Issue Date . Subject to Grantee’s right to postpone the Issue Date pursuant to the terms of the Plan, the Issue Date for each Award RSU shall be the date on which such RSU vests in accordance with Paragraph 2 above.

4. Effect of Termination of Employment . Except as otherwise provided in any written employment agreement between Grantee and Company, if Grantee’s employment terminates due to any or no reason, any Award RSUs that are not vested as of the commencement of business on the date of such termination shall immediately be forfeited.

5. Rights as Stockholder . Grantee shall not be entitled to any of the rights of a stockholder with respect to the Award RSUs (including the right to vote such shares and to receive dividends and other distributions) unless and until the certificate for shares of Common Stock issuable upon an applicable Issue Date are issued. Notwithstanding the foregoing, if the Company pays a cash dividend on its Common Stock while Grantee’s Award RSUs are still outstanding (i.e., before shares of Common Stock have been issued), Grantee will be credited with additional units of Restricted Stock (“Additional RSUs”) in an amount equal to the total number of outstanding whole Award RSUs multiplied by the dollar amount of the cash dividend paid per share, divided by the Fair Market Value per share. Moreover, if the Company pays a stock dividend on its Common Stock while Grantee’s Award RSUs are still outstanding (i.e., before shares of Common Stock have been issued), Grantee will be credited with Additional RSUs in an amount equal to the total number of outstanding whole Award RSUs multiplied by the share dividend paid per share. Any Additional RSUs that are credited will become part of the Award RSUs (and, as such, may be taken into account in determining the outstanding whole number of Award RSUs for any future dividend crediting) and will be subject to the same terms and conditions that apply to the Award RSUs.

6. Issuance of Shares . Reasonably promptly after t