X0201 42003-11-200 0000848865 ALLIED WASTE INDUSTRIES INC AW 0001242021 VAN WEELDEN THOMAS H C/O ALLIED WASTE INDUSTRIES, INC. 15880 N. GREENWAY-HAYDEN LOOP, SUITE 100 SCOTTSDALE AZ 85260 1100Chairman, CEO & PresidentCommon Stock, $.012003-11-204G05000.0000D2437629.0000DCommon Stock, $.012003-11-204G05000.0000D2437629.0000DCommon Stock, $.012003-11-204G05000.0000D2437629.0000DCommon Stock, $.012003-11-204G05000.0000D2437629.0000DPrepaid Variable Forward Sales Contract (Option to Sell)2003-11-204J0460000.0000DCommon Stock2437629.0000DGift to children who share the Reporting Person's household (for estate planning purposes).See Footnote 1.Gift to adult children who share the Reporting Person's household (for estate planning purposes).See Footnote 3.Includes 1,600,000 shares of Performance Restricted Stock granted pursuant to the Allied Waste Industries,Inc. Amended and Restated 1991 Incentive Stock Plan, and includes 787,069 shares of Common Stock beneficially owned by the Reporting Person, 25,280 shares gifted to minor children who share Reporting Person's household and 25,280 shares gifted to adult children who share the Reporting Persons's household.On November 20, 2003, the Reporting Person entered into a prepaid variable share forward agreement (the "Agreement") relating to up to 460,000 shares, or approximately 10% of the issuer's beneficial ownership of Common Stock. Pursuant to the Agreement, the Reporting Person will deliver on November 21, 2005, a number of shares of Common Stock (or, at the option of the Reporting Person, the cash equivalent of such shares) equal to the product of (i) the Base Amount and (ii) the Settlement Ratio, which will be determined as follows: (a) If the closing price of the issuer's Common Stock (the "Settlement Price") of the Common Stock on November 21, 2005, is less than $14.684 per share (the "Upside Limit") but greater than $11.2954 per share (the "Hedged Value"), the Settlement Ratio shall be a ratio equal to the Hedged Value divided by the Settlement Price; Continuation of Footnote 6: (b) If the Settlement Price is equal to or greater than the Upside Limit, the Settlement Ratio shall be equal to the sum of (A) the Hedged Value divided by the Settlement Price, plus (B) a fraction, the numerator of which is the difference between the Settlement Price and the Upside Limit and the denominator of which is the Settlement Price; and (c) If the Settlement Price is less than or equal to the Hedged Value, the Settlement Ratio will be one. As consideration under the Agreement, the Reporting Person will receive an aggregate purchase price of approximately $4,511,059.08. The Reporting Person also has entered into a pledge agreement under which he pledged 460,000 shares of Common Stock to secure his obligations under the Agreement. Unless there is a default under the Agreement, the Reporting Person retains all voting rights with respect to the shares until they are delivered to the Broker.See Footnotes 6 and 7.See Footnotes 5, 6 and 7.Thomas H. Van Weelden2003-11-24