ALLIED WASTE INDUSTRIES, INC. RESTRICTED STOCK AGREEMENT

EXHIBIT 10.4

FORM OF RESTRICTED STOCK AGREEMENT

ALLIED WASTE INDUSTRIES, INC.

RESTRICTED STOCK AGREEMENT
(Under the 2006 Incentive Stock Plan)

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

R E C I T A L S :

     The Company has adopted the Allied Waste Industries, Inc. 2006 Incentive Stock Plan, as such plan may subsequently be modified, amended, or supplemented (the “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 (the “Committee”) has determined that it is in the best interests of the Company and its stockholders to grant to the Grantee the Restricted Stock provided for herein as an inducement for Grantee to [continue to] serve as [an employee of][a consultant to] 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 . Subject in all respects to the terms, conditions, and provisions of this Agreement and the Plan, the Company hereby grants to Grantee                      shares of Restricted Stock (the “Shares”).

     2.  Vesting .

          (a) Vesting Dates . The Shares shall vest according to the following schedule:

The remaining                      Shares shall vest upon the attainment of certain performance goals, as provided in Schedule A attached to this Agreement.

          (b) Acceleration of Vesting Upon Change in Control . Notwithstanding Section 2(a) and except as otherwise provided in the Grantee’s written employment agreement or

other written agreement with the Company or any policy of the Company, if any, upon the occurrence of a Change in Control of the Company any unvested Shares shall become fully and immediately vested immediately prior to the consummation of the Change in Control.

          (c) Issuance of Share Certificates . On or within a reasonable time after the Grant Date, the Company shall issue in the name of Grantee one or more certificate(s) for the Shares, which certificate(s) shall be held in escrow by the Company pending vesting of such Shares. The certificate(s) shall be stamped or otherwise imprinted with a legend in such form as the Company or its counsel may require with respect to any applicable restrictions on the sale or transfer of the Shares, and the stock transfer records of the Company will reflect stop-transfer instructions with respect to such Shares. Within a reasonable time following the vesting of Shares, the Company will re-issue one or more certificate(s) for such Shares without the restrictive stock legend and shall deliver such certificate(s) to the Grantee.

     3.  Effect of Termination of Service with the Company . Except as otherwise provided in the Grantee’s written employment agreement or another written agreement with the Company or any policy of the Company, if any, [and except as provided in the following sentence,] if the Grantee’s Service with the Company terminates due to any reason or for no reason, any Shares that are not vested as of the commencement of business on the date of such termination shall immediately be forfeited. [Notwithstanding the foregoing, if the Grantee’s Service with the Company is terminated as the result of the Grantee’s Disability or death, any unvested Shares shall continue to vest for a period of three years after such termination, on which date they shall expire.]

     4.  Transferability . The Shares granted pursuant to this Agreement (a) may not be transferred for value, and (b) are not transferable or assignable by the Grantee except (i) by will or the laws of descent and distribution, (ii) pursuant to a Qualified Domestic Relations Order, or (iii) pursuant to Section 16(b) of the Plan.

     5.  Tax Withholding; Other Deductions .

          (a) General . The Company’s obligation to deliver Shares under this Agreement shall be subject to the Grantee’s satisfaction of all applicable federal, state, and local income tax withholding requirements. Grantee agrees to make appropriate arrangements with the Company for the satisfaction of any applicable federal, state, or local income tax withholding or similar requirements, including the payment to the Company at the time of vesting of any Shares of all such taxes and the satisfaction of all such requirements. If tax withholdings are to be transmitted to the Company and are not timely received by the Company in order to satisfy its withholding obligation, the Company may withhold a portion of the Shares that vest on the applicable Vesting Date, sell such Shares, and use the proceeds from such Shares to satisfy the Company’s withholding obligations.

          (b) Shares to Pay for Withholding . The Committee may, in its discretion and in accordance with the provisions of this Section 5(b) and such supplemental rules as it may from time to time adopt (including any applicable safe-harbor provisions of Rule 16b-3 under the Exchange Act), provide the Grantee with the right to use shares of Common Stock in satisfaction of all or part of the federal, state, and local income tax liabilities incurred by the Grantee in

connection with the vesting of Shares (“Taxes”). Such right may be provided to the Grantee in either or both of the following formats:

          (i) Stock Withholding . The Grantee may be provided with the election to have the Company withhold, from the Shares that vest on a given Vesting Date, a portion of those Shares with an aggregate Fair Market Value equal to the percentage of the applicable Taxes (not to exceed 100 percent of such Taxes), as designated by the Grantee.

          (ii) S tock Delivery . The Committee may, in its discretion, provide the Grantee with the election to deliver to the Company, on the Vesting Date for any Share, one or more shares of Common Stock previously acquired by the Grantee (other than pursuant to the transaction triggering the Taxes) with an aggregate Fair Market Value equal to the percentage of the Taxes incurred in connection with such vesting of Shares (not to exceed 100 percent of such Taxes), as designated by the Grantee.

     6.  Tender Offer or Merger; Adjustment of Shares . Notwithstanding anything contained herein to the contrary:

          (a) The Committee, in its discretion (i) may accelerate vesting of all or any portion of the Shares so that