THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Allied Waste Industries, Inc. (AW)

4/15/2005 Proxy Information

Mr. Lipson currently serves as Senior Managing Director of the Blackstone Group L.P., which he joined in 1988. Blackstone holds investments in Allied Waste Industries, Inc.

Mr. Hill has held the position of Senior Managing Director of The Blackstone Group L.P. (Blackstone) since 1993, and is currently Vice Chairman and Senior Managing Director of Blackstone and President and Chief Executive Officer of Blackstone Alternative Asset Management. Blackstone holds investments in Allied Waste Industries, Inc.

Mr. Gross is one of the founding principals of Apollo Investment Corporation and has been a Partner since its formation in 1990. Apollo, together with its affiliates, acts as the Managing General Partner of the Apollo Investment Funds, private securities investment funds that holds investments in Allied Waste Industries, Inc.

Mr. Ressler is the brother-in-law of Mr. Black, who also serves as a Director.

Mr. Ressler, Managing Partner of Ares L.L.C. (Ares), was a co-founder of Ares, L.P. in 1997 and Apollo in 1990. Apollo holds investments in Allied Waste Industries, Inc.

Mr. Black is one of the founding principals of Apollo Advisors, L.P. (Apollo), which was established in August 1990 and which, together with its affiliates, acts as the Managing General Partner of the Apollo Investment Funds, private securities investment funds that hold investments in Allied Waste Industries, Inc.

Mr. Martinez is a Partner at Apollo Management, L.P. ("Apollo"), affiliates of which are significant shareholders of the Company.

We enter into transactions with related parties only with the approval of a majority of the independent and disinterested members of the Board. We enter into such transactions only on terms we believe to be comparable to or better than those that would be available from unaffiliated parties, with the exception of items that are intended to be additional compensation. All of the loans we made to executive officers or Directors, including loans that have been repaid, were approved by the Board of Directors prior to the adoption of the Sarbanes-Oxley Act, in full compliance with our loan policies. All loan repayments were completed in accordance with our loan policies and in compliance with the Sarbanes-Oxley Act.

Donald W. Slager, our President and Chief Operating Officer, received a relocation loan from us in the amount of $150,000 in connection with his employment agreement dated April 8, 1996. The term of the loan is ten years, with 10% of the original principal balance forgiven by us each year and no interest accruing on the outstanding balance during Mr. SlagerÕs employment with us. The forgiveness of the loan is reported annually as a component of Mr. SlagerÕs compensation.

James G. Van Weelden, a brother of Thomas H. Van Weelden, our former Chairman of the Board, Chief Executive Officer, and President, was employed by us in 2003 as an Area Vice President and received $545,125 in employment compensation for the year ended December 31, 2003, which was consistent with the compensation paid to other Area Vice Presidents. Mr. Van Weelden was promoted to the position of Senior Vice President, Market Planning and Development in February 2004 and received $1,172,989 in employment compensation for the year ended December 31, 2004. The employment compensation amounts above include $92,235 for the value realized from the exercise of stock options for the year ended December 31, 2003 and $536,711 for the value realized from the exercise of stock options and the issuance of shares for the vesting of restricted stock awards issued by the Company for the year ended December 31, 2004.

Thomas H. Van Weelden, our former Chairman of the Board, Chief Executive Officer, and President, together with a trust in which members of Thomas H. Van WeeldenÕs immediate family are beneficiaries, and James G. Van Weelden, receive annual royalty payments from us in connection with two landfills, one in Newton County, Indiana and the other in Hoopeston, Illinois, that were previously owned by Messrs. Van Weelden and sold in 1989 to Environmental Development Corp. (EDC). In July 1992, we acquired EDC and assumed the obligation to make the royalty payments to Messrs. Van Weelden and the trust. These royalty payments are determined based on various factors, including the volume of the solid waste deposited in the landfills each year, and are payable for so long as deposits continue to be made at the landfill. During 2004, we paid $377,746, $240,966, and $20,307 to Thomas H. Van Weelden, James G. Van Weelden, and Thomas H. Van WeeldenÕs family trust, respectively. Thomas H. Van Weelden was furnished a vehicle for his personal use during a portion of 2004. Upon his termination of employment, Mr. Van Weelden returned this vehicle to the Company, and the vehicle was subsequently sold. We have determined that the fair market value of Mr. Van WeeldenÕs personal use of the vehicle during 2004 was approximately $1,600.

Roger A. Ramsey, former Chief Executive Officer and Chairman of the Board, retired from the Board in December 2002. At that time we extended the term of his outstanding stock options, which Mr. Ramsey received as an employee and Director of the Company, and they continued to vest and remained exercisable until December 2004. Mr. Ramsey had a loan of $2.2 million from us pursuant to a non-recourse promissory note that bore interest at a rate of 6.625% per year, the due date for which was extended, in December 2002, from December 31, 2002 to December 31, 2004. Mr. Ramsey exercised options for 232,175 shares, and paid the net, after-tax proceeds, in the amount of $735,400, to us in December 2004. The promissory note was non-recourse with respect to Mr. Ramsey, other than with respect to the proceeds of the stock options, which had been pledged to secure the loan. Therefore, the Company has recorded a charge for the amount of the uncollateralized portion of the note. Mr. Ramsey is not obligated to make any further payments to us under the promissory note.

Our ShareholdersÕ Agreement with the Apollo/Blackstone Investors includes various agreements with the Apollo/Blackstone Investors relating to their original investment in the Company in 1997 and their investment in connection with the acquisition of BFI in 1999. These agreements, among other things, grant the Apollo/Blackstone Investors rights to representation on the Board and to register under the Securities Act of 1933 the offer and sale of the securities of the Company that they hold, and also govern the voting of these company securities. The ShareholdersÕ Agreement is described in more detail under ÒVoting Agreements Regarding the Election of Directors.Ó (see page 9).

4/14/2004 Proxy Information

We enter into transactions with related parties only with the approval of a majority of the independent and disinterested members of the Board. Such transactions are entered into only on terms we believe to be comparable to or better than those that would be available from unaffiliated parties, with the exception of items that are intended to be additional compensation. All of the loans, made by us, including loans which have been repaid, were approved by the Board of Directors prior to the adoption of the Sarbanes-Oxley Act, in full compliance with our loan policies. All loan repayments were complete in accordance with our loan policies and in compliance with the Sarbanes-Oxley Act.

On July 16, 2001, we entered into a relocation loan in the amount of $3.3 million secured by real estate in Arizona pursuant to a Relocation Agreement and promissory note that was due not later than July 15, 2006 with Thomas W. Ryan, Vice Chairman and Executive Vice President. Interest on the loan accrued at the applicable federal rate. Pursuant to the 2002 Relocation Services Agreement between Allied and a third party relocation company, the relocation company appraised and purchased, on January 7, 2003, Mr. RyanÕs former residence in Michigan at fair market value as determined by two independent appraisers. We paid real estate commission, carrying charges, reimbursement for loss on the sale of real estate and other costs totaling $1.1 million of which a total of $71,530 was reported as imputed income to Mr. Ryan. In addition, we paid a tax gross-up in the amount of $45,830 to Mr. Ryan. In February 2003, Mr. Ryan used the proceeds of the sale and other funds to pay, the full outstanding balance of his loan in the amount of $3,514,641.

Donald W. Slager, our Executive Vice President and Chief Operating Officer, received a relocation loan from us in the amount of $150,000 in connection with his employment agreement dated April 8, 1996. The term of the loan is ten years, with 10% of the original principal balance forgiven by us each year and no interest accruing on the outstanding balance during Mr. SlagerÕs employment with us. The forgiveness of the loan and the applicable imputed interest are reported annually as a component of Mr. SlagerÕs compensation.

Steven M. Helm, our Senior Vice President, General Counsel and Corporate Secretary, had a loan from us pursuant to a promissory note dated August 30, 2000 that was due not later than August 30, 2005. Interest on the loan was at the applicable federal rate and was reported annually as a component of Mr. HelmÕs compensation. The outstanding balance of Mr. HelmÕs loan, in the amount of $215,000, was paid in full in April 2003.

James G. Van Weelden, a brother of Thomas H. Van Weelden, was employed by us in 2003 as an Area Vice President and received $545,125 in employment compensation for the year ended December 31, 2003, which is consistent with the compensation paid to other Area Vice Presidents. Mr. Van Weelden was promoted to the position of Vice President, Market Planning and Development in February 2004.

Thomas H. Van Weelden, Chairman of the Board, Chief Executive Officer, and President, together with a trust in which members of Thomas H. Van WeeldenÕs immediate family are beneficiaries, and James G. Van Weelden, receive annual royalty payments from us in connection with two landfills, one in Newton County, Indiana and the other in Hoopeston, Illinois, that were previously owned by Messrs. Van Weelden and sold in 1989 to Environmental Development Corp. (EDC). In July 1992, we acquired EDC and assumed the obligation to make the royalty payments to Messrs. Van Weelden and the trust. These royalty payments are determined based on various factors, including the volume of the solid waste deposited in the landfills each year, and are payable for so long as deposits continue to be made at the landfill. During 2003, we paid $337,442, $197,451, and $19,988 to Thomas H. Van Weelden, James G. Van Weelden, and Thomas H. Van WeeldenÕs family trust, respectively.

Roger A. Ramsey, former Chief Executive Officer and Chairman of the Board, retired from the Board in December 2002. At that time we extended the term of his outstanding stock options which Mr. Ramsey received as our employee and Director of Allied and they continue to vest and remain exercisable until December 2004. Mr. Ramsey has a loan of $2.2 million from us pursuant to a promissory note that bears interest at a rate of 6.625% per year, the due date for which was extended, in December 2002, from December 31, 2002 to December 31, 2004. We also maintain a Supplemental Retirement Plan for Mr. Ramsey, which provides for the payment of a monthly benefit (expressed in the form of a joint and 100% survivor life annuity) in the amount of $25,000 per month. Upon the request of Mr. Ramsey, and with our consent, the benefit may be paid on any other date, and in any other form (including a lump sum) which is the actuarial equivalent of the joint and survivor form. To facilitate the funding of its obligations under the Plan, we implemented a Supplemental Retirement Trust (Trust), of which a national bank is the current trustee. The Trust is to become irrevocable in the event of a Change of Control (as defined in the Trust) of the company.

Mr. Hill is Vice Chairman of The Blackstone Group L.P., where he has held the position of Senior Managing Director of since 1993, and is currently President and Chief Executive Officer of Blackstone Alternative Asset Management. Howard A. Lipson holds investments in Allied.

Mr. Lipson currently serves as Senior Managing Director of the Blackstone Group L.P.Blackstone holds investments in Allied.

Leon D. Black is one of the founding principals of Apollo Advisors, L.P. (Apollo), which, together with its affiliates, acts as the managing general partner of the Apollo Investment Funds, private securities investment funds that hold investments in Allied.

Antony P. Ressler is one of the founding principals of Apollo and of Ares Management, L.P., which, together with its affiliates, serves as managing general partner of Ares Corporate Opportunities Fund and Ares Leveraged Investment Funds I through VII. Apollo holds investments in the Company.

Michael S. Gross is one of the founding principals of Apollo, which, together with its affiliates, acts as the managing general partner of the Apollo Investment Funds, private securities investment funds that holds investments in the Company.

4/14/2003 Proxy Information

The Company enters into transactions with related parties only with the approval of a majority of the independent and disinterested members of the Board. Such transactions are entered into only on terms the Company believes to be comparable to or better than those that would be available from unaffiliated parties, with the exception of items that are intended to be additional compensation. All of the loans made by the Company, including loans which have been repaid, were approved by the Board of Directors in full compliance with the CompanyÕs loan policies, prior to the adoption of the Sarbanes-Oxley Act.

On November 22, 2002, Thomas H. Van Weelden repaid in full a $2.3 million loan from the Company by tendering 232,390 of his shares of Common Stock, at the market price, to the Company. The tendered shares represented approximately 5% of Mr. Van WeeldenÕs ownership in the Company on the date of tender. After the repayment of his loan, Mr. Van Weelden retained beneficial ownership of approximately 4.2 million shares of Common Stock. The loan was made to Mr. Van Weelden in 1996 pursuant to a promissory note that was due in December 2002, bore interest at a rate of 6.625% per year, and was for the purpose of acquiring 246,154 shares of Allied Waste common stock at the then market price. Consistent with its practice in prior years, the Company forgave the interest due from Mr. Van Weelden in 2002 as a component of his compensation.

On July 16, 2001, the Company entered into a relocation loan in the amount of $3.3 million secured by real estate in Arizona pursuant to a Relocation Agreement and promissory note that was due not later than July 15, 2006 with Thomas W. Ryan, Executive Vice President and Chief Financial Officer. Interest on the loan accrued at the applicable federal rate. Pursuant to the 2002 Relocation Services Agreement (described in the Management Development/ Compensation Committee Report) between the Company and a third party relocation company, the relocation company appraised and purchased, on January 7, 2003, Mr. RyanÕs former residence in Michigan at fair market value as determined by two independent appraisers. The Company paid a fee to the relocation company in the amount of $553,500, subject to adjustment under the terms of the CompanyÕs 2002 Relocation Services Agreement, which includes a real estate commission, carrying charges and other costs. Mr. Ryan used the proceeds of the sale and other funds to pay in full the principal and interest of the loan pursuant to the original Relocation Agreement in the amount of $3,514,641. Upon payment of the loan and accrued interest, the relocation loan was extinguished, and the original promissory note was satisfied.

Donald W. Slager received a relocation loan from the Company in the amount of $150,000 in connection with his employment agreement dated April 8, 1996. The term of the loan is ten years, with 10% of the original principal balance forgiven by the Company each year and no interest accruing on the outstanding balance during Mr. SlagerÕs employment by the Company. The forgiveness of the loan is reported annually as a component of Mr. SlagerÕs compensation.

Steven M. Helm, Vice President, Legal, General Counsel and Corporate Secretary has a loan with an outstanding balance of $215,000 from the Company pursuant to a promissory note dated August 30, 2000 that is due not later than August 30, 2005. Interest on the loan at the applicable federal rate is reported annually as a component of Mr. HelmÕs compensation.

James G. Van Weelden, a brother of Thomas H. Van Weelden, is employed by the Company as Area Vice President and received $332,946 in employment compensation for the year ended December 31, 2002, which is consistent with the compensation paid to other Area Vice Presidents.

Thomas H. Van Weelden, a trust in which members of Thomas H. Van WeeldenÕs immediate family are beneficiaries, and James G. Van Weelden, receive annual royalty payments from the Company in connection with two landfills, one in Newton County, Indiana and the other in Hoopeston, Illinois, that were previously owned by Messrs. Van Weelden and sold in 1989 to Environmental Development Corp. (ÒEDCÓ). In July 1992, the Company acquired EDC and assumed the obligation to make the royalty payments to Messrs. Van Weelden and the trust. These royalty payments are determined based on various factors, including the volume of the solid waste deposited in the landfills each year, and are payable for so long as deposits continue to be made at the landfill. During 2002, the Company paid $251,768, $165,671, and $16,644 to Thomas H. Van Weelden, James G. Van Weelden, and Thomas H. Van WeeldenÕs family trust, respectively.

Roger A. Ramsey, former Chief Executive Officer and Chairman of the Board, retired from the Board in December 2002. At that time the company extended the term of his outstanding stock options which Mr. Ramsey received as an employee and Director of the Company and they continue to vest and remain exercisable until December 2004. Mr. Ramsey has a loan of $2.2 million from the Company pursuant to a promissory note that bears interest at a rate of 6.625% per year, the due date for which was extended, in December 2002, from December 31, 2002 to December 31, 2004. The Company also maintains a Supplemental Retirement Plan for Mr. Ramsey, which provides for the payment of a monthly benefit (expressed in the form of a joint and 100% survivor life annuity) in the amount of $25,000 per month. Upon the request of Mr. Ramsey, and with the consent of the Company, the benefit may be paid on any other date, and in any other form (including a lump sum) which is the actuarial equivalent of the joint and survivor form. To facilitate the funding of its obligations under the Plan, the Company implemented a Supplemental Retirement Trust (ÒTrustÓ), of which a national bank is the current trustee. The Trust is to become irrevocable in the event of a Change of Control (as defined in the Trust) of the Company.

As noted previously, the CompanyÕs Shareholder Agreement with the Apollo/ Blackstone Investors includes various agreements with the Apollo/ Blackstone Investors relating to their original investment in the Company in 1997 and their investment in connection with the acquisition of BFI in 1999. These agreements, among other things, grant the Apollo/ Blackstone Investors rights to representation on the Board and to register under the Securities Act of 1933 the offer and sale of the securities of the Company they hold, and also govern the voting of these Company securities. For more information about these voting agreements, see ÒVoting Agreements Regarding the Election of DirectorsÓ above.