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                                                                   EXHIBIT 10.38

                                 ALLWASTE, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


         The purpose of the Allwaste, Inc. Supplemental Executive Retirement
Plan is to provide specified benefits to a select group of management and
highly compensated employees who contribute materially to the continued growth,
development and future business success of Allwaste, Inc. and its subsidiaries.
It is the intention of Allwaste, Inc. that this Plan be administered as an
unfunded pension benefit plan established and maintained for a select group of
management or highly compensated employees.  This Plan is effective as of
January 1, 1997 (the "Effective Date").

                                   ARTICLE I
                          DEFINITIONS AND CONSTRUCTION

         1.1 DEFINITIONS.    For purposes of this Plan, the following phrases
or terms shall have the indicated meanings unless otherwise clearly apparent
from the context:

                 (a)      "Actuarial Equivalent" shall mean a benefit of
         equivalent value to the normal form of the benefit payable under the
         Plan.  The Actuarial Equivalent shall be determined by using the
         following mortality table and  interest rate:

                 Interest:        the prevailing interest rate on 30-year
                                  Treasury securities for the month ended
                                  immediately prior to the date of the Change
                                  of Control;

                 Mortality:       1971 Group Annuity Mortality Table for Males
                                  set back one year.

                 This provision may not be amended at any time prior to that
         date which is two years following such Change of Control.

                 (b)      "Beneficiary" shall mean the person designated by the
         Participant,  if any, pursuant to Section 3.2, to receive benefits in
         the event of the Participant's death.

                 (c)      "Board of Directors" shall mean the Board of
         Directors of Allwaste, Inc., unless otherwise indicated or the context
         otherwise requires.

                 (d)      "Cause" shall mean (i) the Employee willfully and
         continually fails to perform substantially the Employee's duties with
         the Company (other than any such failure resulting from the Employee's
         incapacity due to physical or mental illness), which failure continues
         unabated after a demand for substantial performance is delivered to
         the Employee by the Board that specifically identifies the manner in
         which the Board believes that the
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         Employee has not substantially performed the Employee's duties, or
         (ii) the Employee willfully engages in gross misconduct that is
         materially and demonstrably injurious to the Company.  For purposes of
         this Section 1.1(d), an act or failure to act on the Employee's part
         shall be considered "willful" if done or omitted to be done by the
         Employee otherwise than in good faith and without reasonable belief
         that the Employee's action or omission was in the best interest of the
         Company.  Notwithstanding the foregoing, the Employee shall not be
         deemed to have been terminated by the Company for Cause unless and
         until the Company shall have delivered to the Employee a copy of a
         resolution duly adopted by the affirmative vote of not less than
         three-quarters of the entire membership of the Board, at a meeting of
         the Board called and held for the purpose (after reasonable notice to
         the Employee and an opportunity for the Employee, together with the
         Employee's counsel, to be heard before the Board), finding that, in
         the good faith opinion of the Board, the Employee was guilty of
         conduct set forth in clauses (i) or (ii) of the second sentence of
         this Section 1.1(d) and specifying the particulars thereof in
         reasonable detail.

                 (e)      "Change in Control" shall be deemed to have occurred
         on, and shall mean:

                          (1)   The acquisition by an individual, entity or
                 group (within the meaning of Section 13(d)(3) or 14(d)(2) of
                 the Securities Exchange Act of 1934, as amended (the "Exchange
                 Act")) (a "Person") of beneficial ownership (within the
                 meaning of Rule 13d-3 promulgate under the Exchange Act) of
                 30% or more of either (a) the then outstanding shares of
                 Common Stock of the Company (the "Outstanding Company Common
                 Stock") or (b) the combined voting power of the then
                 outstanding voting securities of the Company entitled to vote
                 generally in the election of directors (the "Outstanding
                 Company Voting Securities"); provided, however, that the
                 following acquisitions shall not constitute a Change in
                 Control: (i) any acquisition directly from the Company
                 (excluding an acquisition by virtue of the exercise of a
                 conversion privilege), (ii) any acquisition by the Company,
                 (iii) any acquisition by any employee benefit plan(s) (or
                 related trust(s)) sponsored or maintained by the Company or
                 any corporation controlled by the Company, or (iv) any
                 acquisition by any corporation pursuant to a reorganization,
                 merger or consolidation, if, immediately following such
                 reorganization, merger or consolidation, the conditions
                 described in clauses (a), (b) and (c) of paragraph (3) of this
                 Section 1.1(e) are satisfied; or

                          (2)     Individuals who, as of the date hereof,
                 constitute the entire Board (the "Incumbent Board") cease for
                 any reason to constitute at least a majority of the Board;
                 provided, however, that any individual



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                 becoming a director subsequent to the date hereof whose
                 election, or nomination for election by the Company's
                 stockholders, was approved by a vote of at least a majority of
                 the directors then comprising the Incumbent Board shall be
                 considered as though such individual were a member of the
                 Incumbent Board, but excluding, for this purpose, any such
                 individual whose initial assumption of office occurs as a
                 result of either (a) an actual or threatened election contest
                 (as such terms are used in Rule 14a-11 of Regulation 14A
                 promulgated under the Exchange Act), or an actual or
                 threatened solicitation of proxies or consents by or on behalf
                 of a Person other than the Board or (b) a plan or agreement to
                 replace a majority of the members of the Board then comprising
                 the Incumbent Board; or

                          (3)     Approval by the stockholders of the Company
                 of a reorganization, merger or consolidation in each case
                 unless, immediately following such reorganization, merger or
                 consolidation, (a) more than 60% of, respectively, the then
                 outstanding shares of common stock of the corporation
                 resulting from such reorganization, merger or consolidation
                 (including, without limitation, a corporation which as a
                 result of such transaction owns the Company through one or
                 more subsidiaries) and the combined voting power of the then
                 outstanding voting securities of such corporation entitled to
                 vote generally in the election of directors is then
                 beneficially owned, directly or indirectly, by all or
                 substantially all of the individuals and entities who were the
                 beneficial owners, respectively, of the Outstanding Company
                 Common Stock and Outstanding Company Voting Securities
                 immediately prior to such reorganization, merger or
                 consolidation in substantially the same proportions as their
                 ownership immediately prior to such reorganization, merger or
                 consolidation, of the Outstanding Company Common Stock and
                 Outstanding Company Voting Securities, as the case may be, (b)
                 no Person (excluding the Company, any employee benefit plan(s)
                 (or related trust(s)) of the Company and/or its subsidiaries
                 or any Person beneficially owning, immediately prior to such
                 reorganization, merger or consolidation, directly or
                 indirectly, 30% or more of the Outstanding Company Common
                 Stock or Outstanding Company Voting Securities, as the case
                 may be) beneficially owns, directly or indirectly, 30% or more
                 of, respectively, the then outstanding shares of common stock
                 of the corporation resulting from such reorganization, merger
                 or consolidation or the combined voting power of the then
                 outstanding voting securities of such corporation entitled to
                 vote generally in the election of directors, and (c) at least
                 a majority of the members of the board of directors of the
                 corporation resulting from such reorganization, merger or
                 consolidation were members of the Incumbent Board at the time
                 of the





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                 execution of the initial agreement providing for such
                 reorganization, merger or consolidation; or

                          (4)     Approval by the stockholders of the Company
                 of (a) a complete liquidation or dissolution of the Company or
                 (b) the sale or other disposition of all or substantially all
                 of the assets of the Company, other than to a corporation,
                 with respect to which immediately following such sale or other
                 disposition, (i) more than 60% of, respectively, the then
                 outstanding shares of common stock of such corporation and the
                 combined voting power of the then outstanding voting
                 securities of such corporation entitled to vote generally in
                 the election of directors is then beneficially owned, directly
                 or indirectly, by all or substantially all of the individuals
                 and entities who were the beneficial owners, respectively, of
                 the Outstanding Company Common Stock and Outstanding Company
                 Voting Securities immediately prior to such sale or other
                 disposition in substantially the same proportion as their
                 ownership, immediately prior to such sale or other
                 disposition, of the Outstanding Company Common Stock and
                 Outstanding Company Voting Securities, as the case may be,
                 (ii) no Person (excluding the Company and any employee benefit
                 plan (or related trust) of the Company and/or its subsidiaries
                 or such corporation and any Person beneficially owning,
                 immediately prior to such sale or other disposition, directly
                 or indirectly, 30% or more of the Outstanding Company Common
                 Stock or Outstanding Company Voting Securities, as the case
                 may be) beneficially owns, directly or indirectly, 30% or more
                 of, respectively, the then outstanding shares of common stock
                 or such corporation or the combined voting power of the then
                 outstanding voting securities of such corporation entitled to
                 vote generally in the election of directors, and (iii) at
                 least a majority of the members of the board of directors of
                 such corporation were members of the Incumbent Board at the
                 time of the execution of the initial agreement or action of
                 the Board providing for such sale or other disposition of
                 assets of the Company.

                 (f)      "Committee" shall mean the Compensation Committee of
         the Board of Directors, which shall  manage and administer the Plan in
         accordance with the provisions of Article XIII hereof.

                 (g)       "Company" shall mean Allwaste, Inc., which shall act
         through its Board of Directors unless otherwise indicated.

                 (h)      "Compensation" shall mean the base salary received by
         a Participant during a Plan Year plus the cash value of the bonus
         awarded or credited to such Participant which relates to such Plan
         Year (whether or not actually paid during such Plan Year) under the
         Company's EVA Incentive Compensation Plan (or any substitute or
         successor bonus plan if such plan is





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         not then in existence).  Notwithstanding anything in this Plan to the
         contrary, "Compensation" shall include amounts contributed on behalf
         of a Participant by the Employer by salary reduction to a plan
         described in Section 125 or Section 401(k) of the Internal Revenue
         Code.

                 (i)      "Deferred Benefit" shall mean an annual benefit for
         the life of the Participant beginning as of the Participant's Normal
         Retirement Date, equal to sixty percent (60%) of a Participant's Final
         Average Compensation, reduced by (1) the Participant's Primary Social
         Security Benefit, (2) the Actuarial Equivalent of the Participant's
         Matching Contribution Account under the Allwaste, Inc. 401(k) Plan as
         of the date of the Participant's Normal Retirement, Total Disability,
         or death, whichever is applicable, and (3) the stock value reduction,
         if applicable, in accordance with Section 4.8 below.  Provided,
         however, R. L. Nelson's Deferred Benefit shall be determined in
         accordance with Schedule A attached hereto.

                 (j)      "Employee" shall mean any person who is in the
         regular full-time employment of the Company or a Subsidiary, as
         determined by the personnel rules and practices of the Company or the
         Subsidiary; the term does not include persons who are retained by the
         Company or a Subsidiary solely as consultants.

                 (k)      "Employer" shall mean the Company and any Subsidiary
         that duly adopts the Plan as provided in Article XIV hereof.  Where
         the context dictates, the term "Employer" as used herein refers to the
         particular Employer of a particular Participant.

                 (l)      "Final Average Compensation" shall mean the result
         obtained by dividing the total Compensation paid to a Participant
         during a considered period by the number of years in the considered
         period.  The considered period shall be the three (3) consecutive,
         full Plan Years preceding termination of employment which produces the
         highest average Compensation.  In the event the Participant was
         employed for fewer then three (3) continuous, full Plan Years, the
         considered period shall be all years in which Compensation was paid.
         Provided, however, that in the event a Participant's employment
         terminates within eighteen (18) months after a Change in Control
         occurs, "Final Average Compensation" shall mean the result obtained by
         dividing the total  Compensation determined as follows, by 3:
         Compensation for the two (2) consecutive, full Plan Years which
         produce the highest average Compensation, plus the Participant's full
         annual salary for the Plan Year in which the Change in Control occurs,
         plus the greater of (i) the full amount of the Participant's maximum
         bonus potential under the EVA Incentive Compensation Plan (or any
         predecessor, substitute or successor bonus plan) for the Plan Year in
         which the





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         Change in Control occurs or (ii) the average bonus under such plan
         awarded to the Participant for the two (2) most recently completed
         Plan Years.

                 (m)      "Normal Retirement Date" shall be the later of (1)
         the date of the Participant's sixtieth (60th) birthday or (2) the date
         the Participant completes ten (10) Years of Service.

                 (n)      "Participant" shall mean an Employee who is selected
         to participate in the Plan in accordance with the provisions of
         Article II.

                 (o)      "Plan" shall mean the Allwaste, Inc. Supplemental
         Executive Retirement Plan, as amended from time to time.

                 (p)      "Plan Year" shall mean the Company's fiscal year,
         which is currently September 1 to August 31.

                 (q)      "Primary Social Security Benefit" shall mean the
         estimated annual amount of benefits which a Participant would be
         entitled to receive at his Normal Retirement Date as his "primary
         insurance amount" determined as of the January 1 of the year in which
         the Participant's Normal Retirement Date occurs, regardless of whether
         the Participant applies for his Social Security benefits and
         regardless of whether, by virtue of remaining in covered employment or
         otherwise, he is ineligible therefor or receives reduced benefits.

                 If a Participant dies before his Normal Retirement Date, his
         Primary Social Security Benefit shall be the annual "primary insurance
         amount" that would be payable to the Participant upon the later of (i)
         the earliest date on which such Participant could elect to begin
         receiving benefits under the Social Security Act, or (ii) the actual
         date of his death.

                 If the Participant terminates due to Total Disability prior to
         his Normal Retirement Date, his Primary Social Security Benefit shall
         be the annual benefit payable as if his Social Security disability
         insurance benefit were to be approved at the same time as his Total
         Disability.  As used in this subsection, the term "primary insurance
         amount" shall have the meaning ascribed to it in the Federal Social
         Security Act as amended and in effect on the affected Participant's
         date of death, Total Disability, or Normal Retirement, whichever is
         appropriate.

                 (r)      "Retirement" and "Retire" shall mean termination of
         employment with the Employer at or after the Participant's Normal
         Retirement Date.

                 (s)      "Subsidiary" shall mean any business organization in
         which Allwaste, Inc. directly or indirectly, owns an interest,
         excluding ownership





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         interests Allwaste, Inc. or its subsidiaries may hold in their
         fiduciary capacities as trustee or otherwise.

                 (t)      "Total Disability" or "Totally Disabled" shall mean a
         physical or mental condition which is expected to be of long,
         continued duration and which, in the judgment of the Committee,
         totally and presumably permanently prevents the Participant from
         engaging in any substantial gainful employment with the Employer at
         substantially the same compensation the Participant was receiving
         prior to the onset of the described physical or mental condition.

                 (u)      "Vested Deferred Benefit" shall mean the portion a
         Participant's Deferred Benefit that is not forfeitable pursuant to the
         provisions of Article V and this Section.  A Participant shall be
         fully vested (1) upon attaining at least age sixty (60) and completing
         ten (10) Years of Service, or (2) upon a Change in control as provided
         in Section 5.2 hereof.

                 (v)      "Years of Service" shall mean each complete twelve-
         month period that a Participant is employed by the Employer, beginning
         on the Participant's first day of employment and ending on the date of
         the Participant's Retirement, death, Total Disability, or other
         termination of employment with the Employer; a Participant's Years of
         Service shall be determined by the Committee and shall include periods
         of time for which the Participant receives credit under this Plan (for
         which no services are actually performed) in accordance with another
         plan, agreement, or arrangement with Company (including the
         Participant's employment agreement or severance agreement), or
         pursuant to exercise of the Committee's discretion to credit
         additional service to a Participant.

       1.2       "Construction" shall mean the masculine gender when used
herein and shall be deemed to include the feminine gender, and the singular may
include the plural unless the context clearly indicates to the contrary.  The
words "hereof," "herein," "hereunder," and other similar compounds of the word
"here" shall mean and refer to the entire Plan and not to any particular
provision or section.  Whenever the words "Article" or "Section" are used in
this Plan, or a cross-reference to an "Article" or "Section" is made, the
Article or Section referred to shall be an Article or Section of this Plan
unless otherwise specified.



End of Article I





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                                   ARTICLE II
                         ELIGIBILITY AND PARTICIPATION

         In order to be eligible to participate in this Plan, an Employee must
be selected by the Committee.  The Committee, in its sole and absolute
discretion, shall determine eligibility for participation in accordance with
the purposes of the Plan.  Upon being selected to participate in the Plan, the
Committee shall request the Employee to execute a waiver of any right to a
preferential treatment over the general creditors of the Company in the event
of the Company's insolvency.

         The initial Participants in the Plan, their credited Years of Service,
and Vesting (if any) as of the effective date of the Plan are set forth on the
attached Schedule B.


End of Article II





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                                  ARTICLE III
                                 DEATH BENEFITS

       3.1       PRE-RETIREMENT DEATH BENEFIT.  If a Participant dies after he
has attained age fifty-one (51) and completed at least one Year of Service, but
before termination of his employment with the Company, the Actuarial Equivalent
of the Participant's Vested Deferred Benefit shall be paid to his Beneficiary
in the form of a fifty percent (50%) survivor annuity as if the Participant had
retired on the date immediately preceding his death.  Payment of such Vested
Deferred Benefit shall commence effective the first day of the month following
the Participant's date of death.  The Committee, in its discretion, may at any
time accelerate the payment of benefits to a Beneficiary and distribute a
single lump sum to the Beneficiary equal to the Actuarial Equivalent of the
Beneficiary's remaining survivor annuity payable in accordance with this
Section 3.1.

       3.2       POST-TERMINATION DEATH BENEFIT.  If a Participant dies after
termination of his employment with the Company, a death benefit shall be
payable to the Participant's Beneficiary only if (i) the form of benefit under
Section 4.2 provides for a survivor annuity, or (ii) the Participant terminated
employment after a Change in Control.

End of Article III





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                                   ARTICLE IV
                               RETIREMENT BENEFIT

       4.1       NORMAL RETIREMENT.  Upon reaching his Normal Retirement Date,
a Participant shall be entitled to his Deferred Benefit and shall be fully
vested in such benefit.  Unless a lump sum payment is made in accordance with
Section 4.5 below, such benefit shall be paid in monthly installments on the
first day of each month beginning with the first month following the
Participant's Retirement, subject to Section 4.7 below.  A Participant's
Deferred Benefit shall be paid in the form provided in section 4.2 hereof.

         4.2     FORM OF BENEFIT PAYMENT.  A Participant shall receive his
Vested Deferred Benefit in the form of a single life annuity unless, prior to
the date such benefit is to begin under Section 4.1, Section 4.3, Section 4.7,
or Article VI, such Participant has properly elected (on a form provided by the
Committee) to be paid (i) in the form of a fifty percent (50%) joint and
survivor annuity which is the Actuarial Equivalent of a single life annuity for
the Participant that can be provided by the Participant's Vested Deferred
Benefit or (ii) in the form of a lump sum payment under Section 4.5 below.  The
Committee, in its discretion, may at any time accelerate the payment of
benefits and distribute a single lump sum to the Participant or the
Participant's Beneficiary equal to the Actuarial Equivalent of the Vested
Deferred Benefit which has not been paid.

         4.3     TERMINATION OF EMPLOYMENT BEFORE NORMAL RETIREMENT DATE.  If a
Participant's employment terminates, for any reason other than death, before
his Normal Retirement Date and he has a Vested Deferred Benefit, such
Participant's benefit payments shall begin on the later to occur of (i) the
first day of the month after his sixtieth (60th) birthday or (ii) the first day
of the month following the month in which such termination occurs.

         4.4      CHANGE IN CONTROL.  If a Participant's employment terminates
for any reason after a Change in Control, such Participant shall be entitled to
special vesting of his Deferred Benefit in accordance with Section 5.2 below,
and his benefits shall commence payment in accordance with Section 4.3.

         4.5     LUMP SUM SETTLEMENT.

                 (a)      NORMAL RETIREMENT.       A Participant who becomes
         entitled to payment of his Vested Deferred Benefit due to Normal
         Retirement may, upon thirty (30) days written notice to the Company,
         receive a settlement of his Deferred Benefit in a single lump sum
         payment.





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                 If the Participant elects to receive a lump sum payment upon
         Normal Retirement, the amount he shall receive shall be equal to the
         present value of the portion of his Vested Deferred Benefit which has
         not been paid reduced by a penalty in the amount of 40% of such
         present value.  In all such cases, such present value shall be equal
         to the Actuarial Equivalent of the Vested Deferred Benefit which has
         not been paid.

                 (b)      PAYMENT.         The Company shall make any lump sum
         payment required under this Section 4.5 in one payment to the
         Participant within sixty (60) days after the Company's receipt of the
         applicable notice.  In the event the Participant dies before the lump
         sum is paid, the Company shall pay the lump sum amount to the
         Participant's Beneficiary, or if no Beneficiary of the Participant is
         then living, such amount shall be paid to the Participant's estate.

         4.6     GOLDEN PARACHUTE EXCISE TAX.      In addition to the
Participant's Vested Deferred Benefit payable under the Plan, the Company
hereby agrees to indemnify and hold harmless, on a net after-tax basis, the
Participant from and against any excise tax liability arising under Section
4999 of the Internal Revenue Code of 1986, as amended (the "Code") (in
accordance with Section 5 of the Participant's Executive Severance Agreement).

         4.7     MANDATORY COMMENCEMENT AT AGE 65.  If a Participant's benefits
have not commenced prior to the date such Participant attains age 65 and
becomes 100% Vested, the Participant's Deferred Benefit shall begin on such
date, payable in accordance with Section 4.2.

         4.8     STOCK PRICE REDUCTION.  The monthly payment being made to a
Participant or a Beneficiary under Section 4.1, 4.3, 4.7, Article III, or
Article VI shall be reduced in accordance with this Section 4.8 in the event
the "Stock Price" for the common stock of the Company increases after the
commencement of such payments, as provided below in this Section 4.8 (for all
purposes of this Section 4.8, "Stock Price"  shall mean the closing price of
the Company's common stock on the securities exchange in which it is most
frequently traded).  The calculations and determinations to be made under this
Section 4.8 shall be based on a twelve-month period which begins on the first
day of the month in which the first monthly payment is made to the Participant
or Beneficiary, which shall be known as the Participant's "Retirement Year".
Only one reduction in the amount of monthly benefit payments may be made during
any Retirement Year.

         Upon commencement of payment to a Participant or Beneficiary, the
Committee shall determine a Participant's Retirement Year and the Stock Price
of the Company's common stock on the first day of such Retirement Year.  The
Committee shall send to the Participant or Beneficiary a written notice setting
forth





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such Stock Price, and the thresholds for benefit payment reductions which will
apply to such Participant in increments of twenty percent (20%) increases; such
20%  increases are the Participant's "Threshold Prices" of the Company's common
stock.  If during any thirty-consecutive calendar day period, the Stock Price
of the Company's common stock is at least equal to the Threshold Price for such
Retirement Year, the monthly benefit payment shall be reduced by 20% in
accordance with this Section 4.8.  For example, if the Stock Price of the
Company's common stock is $5.00 on the first day of the first Retirement Year
of a Participant, the notice would inform the Participant of the $5.00 initial
value, and shall establish the following Threshold Prices (twenty percent (20%)
incremental increases which will apply as thresholds for reduction under this
Section 4.8): $6.00 is the first Threshold Price;  $7.20  is the second
Threshold Price; $8.64 is the third Threshold Price; $10.37 is the fourth
Threshold Price; and $11.90 is the fifth Threshold Price. After the first
Threshold Price has been reached and the first reduction has been made in the
Participant's monthly benefit, no further reduction shall be made until the
second Threshold Price has been reached in a subsequent Retirement Year; then,
no further reduction shall be made until the third Threshold Price has been
reached in a subsequent Retirement Year; and so on.

         If the during a Retirement Year the Stock Price of the Company's
common stock is at least equal to the Threshold Price for such Retirement Year
for a thirty-consecutive calendar day period, a reduction shall be made in the
Participant's monthly benefit under this Section 4.8, and the Committee shall
send a written notice to the Participant or Beneficiary notifying such person
of the reduction required by this Section; such notice shall be sent to
Participant within thirty (30) days after the end of said thirty-day
computation period; and such notice shall inform the Participant of the date on
which the reduction shall take effect, which shall be no sooner than one
hundred twenty (120) days after the notice.  After a reduction has taken place
in a Retirement Year, no additional reduction shall take place during the same
Retirement Year, and no additional reduction shall take place until, in a
subsequent Retirement Year,  the Stock Price of the Company's common stock is
at least equal to the next Threshold Price for a thirty-consecutive calendar
day period.

                 Example:         If the Stock Price of the Company's common
         stock is $5.00 on the first day of the first Retirement Year of a
         Participant, and it increases to $7.00 after six (6) months, and stays
         above $6.00 for at least thirty (30) calendar days, the Participant's
         monthly benefit payment will be subject to a 20% reduction.  If the
         stock value then increases to $8.00 and stays above $8.00 for the
         remainder of the first  Retirement Year, no further reduction would be
         made for the first Retirement Year; if the Stock Price stays above
         $7.20 for the first thirty (30) days of the second Retirement Year, a
         second twenty percent (20%) reduction would be made during the second
         Retirement Year;  if the Stock Price then decreased during the second
         Retirement Year to $5.00, there would not be any decrease in the
         monthly benefit amount;  if the





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         stock value then increased again to $7.20 during the third Retirement
         Year, but did not increase to at least $8.64 and remain at that level
         for at least thirty (30) calendar days, then no additional reduction
         would be made during the third Retirement Year.

         However, in the event of a Change in Control, no reduction shall be
made in any Participant's monthly benefit under this Section 4.8 by reason of
any increase in the Stock Price after the Change in Control.

End of Article IV





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                                   ARTICLE V
                              VESTING; FORFEITURE

         5.1     VESTING SCHEDULE.  Except as provided in Section 5.2 below in
the event of a Change in Control, if a Participant terminates employment prior
to his Normal Retirement Date, the Participant's Vested Deferred Benefit shall
be determined under this Section.  A Participant shall be ten percent (10%)
vested in his Deferred Benefit upon attaining fifty-one (51) years of age and
completing one (1) Year of Service.  A Participant's vested interest shall
increase ten percent (10%) thereafter on each subsequent birthday of the
Participant if he remains an Employee of the Company.  A Participant shall be
fully vested on his Normal Retirement Date.  The Deferred Benefit shall be paid
in accordance with Plan Section 4.2 hereof.  For example, except as provided in
Section 5.2, if a Participant begins employment with the Company at age 48 and
is not entitled to additional service credit, on his 51st birthday he will be
10% vested, and he will be 20% vested on his 52nd birthday; if his employment
were to terminate before his 53rd birthday (for any reason other than voluntary
termination), he would be entitled to receive 20% of his Deferred Benefit,
commencing on the first day of the month after his 60th birthday.

         5.2     CHANGE IN CONTROL.  Notwithstanding any provision of this Plan
to the contrary, in the event that a Change in Control occurs, the vesting of
each Participant's in his Deferred Benefit shall be determined under this
Section 5.2 as follows: a Participant shall be 10% vested in his Deferred
Benefit for each Year of Service for which he is credited plus 8.333% vested
for each month of severance pay he receives under his employment agreement or
any other agreement or plan providing for severance payments, without regard to
his age.  For example, if a Participant begins employment on January 1, 1993 at
age 45, a Change in Control occurs on June 1, 1998, he terminates employment on
December 31, 1998, and he is entitled to 18 months severance, he would be 65%
vested in his Deferred Benefit (5 Years of Service is 50%, plus 18 months
severance multiplied by 8.333 is 15%), and his benefit payments would begin (in
accordance with Section 4.3) after his 60th birthday.

         5.3     FORFEITURE.  If a Participant's employment terminates under
any of the following circumstances prior to a Change in Control, he shall
forfeit all benefits under this Plan and neither the Participant nor his
Beneficiary shall have any interest in this Plan: (a) termination of employment
for any reason prior to age 51; (b) termination of employment for any reason
after reaching age 51 but before accruing at least one Year of Service; (c)
termination of employment for Cause at any time; or (d) voluntary termination
by the Participant prior to attaining age 60.

         If a Participant's employment terminates under any of the following
circumstances, the unvested portion of his Deferred Benefit shall be forfeited:
(a) termination of employment after attaining age 51 and accruing at least one
Year of





                                       14
<PAGE>   15
Service, as a result of death, Total Disability, or termination by the Company
without Cause; (b) voluntary termination by the Participant after attaining age
60 and accruing at least one Year of Service; or (c) termination of employment
for any reason after a Change in Control.


End of Article V





                                       15
<PAGE>   16
                                   ARTICLE VI
                                   DISABILITY

         In the event that a Participant is Totally Disabled prior to his
Normal Retirement Date, such Participant's Vested Deferred Benefit (if any),
shall be paid in the form required under Section 4.2 hereof, and shall commence
effective on the first day of the month after the month in which he is
determined to be Totally Disabled.  If a Participant's Total Disability ceases
prior to his Normal Retirement Date and he is reemployed by the Employer, the
payment of his Vested Deferred Benefit shall cease and the Deferred Benefit
payable to the Participant upon his Normal Retirement Date or to the
Participant's Beneficiary upon his death shall be reduced by the Actuarial
Equivalent of the aggregate payments previously received by the Participant due
to his Total Disability.  If the Participant's Total Disability ceases and he
is not reemployed by the Employer, his benefits shall cease as of the date his
Total Disability ceases and such Participant's Deferred Benefit shall be paid
in accordance with this Plan beginning on the Participant's Normal Retirement
Date or to the Participant's Beneficiary upon his death, as applicable, reduced
by the Actuarial Equivalent of the aggregate payments previously received by
the Participant due to this Total Disability.


End of Article VI





                                       16
<PAGE>   17

                                  ARTICLE VII
                                  BENEFICIARY

         A Participant's Beneficiary shall be the person he has properly
designated at the date payments are to begin.  The Participant shall, upon
becoming a Participant, designates a Beneficiary on a form provided by the
Committee, and the Participant may change his Beneficiary at any time on a form
provided by the Committee.


End of Article VII





                                       17
<PAGE>   18
                                  ARTICLE VIII
                               SOURCE OF BENEFITS

         8.1     BENEFITS PAYABLE FROM GENERAL ASSETS.  Amounts payable
hereunder shall be paid from the Allwaste, Inc.  Supplemental Executive
Retirement Trust and the general assets of the Employer, and no person entitled
to payment hereunder shall have any claim, right, security interest, or other
interest in any fund, trust, account, or other asset of the Employer that may
be looked to for such payment.  The Employer's liability for the payment of
benefits hereunder shall be evidenced only by this Plan.

         8.2     INVESTMENTS TO FACILITATE PAYMENT OF BENEFITS.  Although the
Employer is not obligated to invest in any specific asset or fund in order to
provide the means for the payment of any liabilities under this Plan, the
Employer may elect to do so and, in such event, no Participant shall have any
interest whatever in such asset or fund.

         8.3     EMPLOYER OBLIGATION.  The Employer shall have no obligation of
any nature whatsoever to a Participant under this Plan, except as otherwise
expressly provided herein.

         8.4     WITHHOLDING OF INFORMATION, ETC.  If, in connection with a
Participant's enrolling in the Plan, the Employer requests the Participant to
furnish evidence of insurability, the Participant dies, and it is determined
that the Participant withheld, knowingly concealed, or knowingly provided false
information about the bodily or mental condition or conditions that caused the
Participant's death, the Employer shall have no obligation to provide the
benefits contracted for on the basis of such withholding, concealment, or false
information.

         8.5     CHANGE IN CONTROL.        Upon a Change in Control, the
Company shall, as soon as possible, but in no event longer than FIFTEEN (15)
DAYS following the Change in Control, make an irrevocable contribution to the
Trust in an amount that is sufficient to pay each Plan Participant and
Beneficiary the benefits to which Plan Participants and their Beneficiaries
would be entitled pursuant to the terms of the Plan as of the date on which the
Change in Control occurred.  In addition, within thirty (30) days following the
end of each Plan Year ending after the Trust has become irrevocable pursuant to
Section 2.2 hereof, the Company shall be required to irrevocably deposit
additional cash or other property to the Trust in an amount sufficient to pay
each Plan Participant and Beneficiary the benefits payable pursuant to the
terms of the Plan as of the close of such Plan Year.

End of Article VIII





                                       18
<PAGE>   19
                                   ARTICLE IX
                           TERMINATION OF EMPLOYMENT

         This Plan does not in any way obligate the Employer to continue the
employment of a Participant with the Employer, nor does it limit the right of
the Employer at any time and for any reason to terminate the Participant's
employment.  In no event shall this Plan, by its terms or implications,
constitute an employment contract of any nature whatsoever between the Employer
and a Participant.  Termination of a Participant's employment with the Employer
for any reason, whether by action of the Employer or otherwise, shall
immediately terminate his participation in this Plan, and all further
obligations of either party thereunder, except as may be provided in Articles
IV and V.



End of Article IX





                                       19
<PAGE>   20
                                   ARTICLE X
                    TERMINATION, AMENDMENT, MODIFICATION OR
                               SUPPLEMENT OF PLAN



         10.1    TERMINATION AMENDMENT, ETC.  The Company reserves the right to
terminate, amend, modify or supplement this Plan, wholly or partially, at any
time and from time to time; provided, however, that:

                 (a)      No action to terminate or amend this Plan shall be
         taken except upon written notice to each Participant to be affected
         thereby, which notice shall be given not less than thirty (30) days
         prior to such action;

                 (b)      The Company shall take no action to terminate or
         amend this Plan with respect to a Participant or his Beneficiary after
         the payment of any benefit has commenced in accordance with Articles
         III, IV, or VI but has not been completed; and

                 (c)      The Company shall take no action to amend the Plan in
         a manner that results in the reduction of the Participant's Vested
         Deferred Benefits.

         10.2    RIGHTS AND OBLIGATIONS UPON TERMINATION.  Upon the termination
of this Plan, this Plan shall not be of any further force and effect, and no
party shall have any further obligation under this Plan so terminated except as
may be provided for in this Article X. Upon termination of this Plan, the
Vested Deferred Benefit of a Participant shall be determined using the
Participant's Years of Service prior to the termination date and the
Participant shall not be credited with any additional Years of Service, and
Compensation earned after the termination of the Plan shall not be taken into
account.  The Employer shall pay such Vested Deferred Benefit at such time and
in such manner as provided under Articles III, IV and VI as if the Plan had not
been terminated.  Notwithstanding the preceding sentence, in the event that a
Change in Control occurs prior to or coincident with the termination of the
Plan, a Participant shall be fully vested in his Deferred Benefit and such
Benefit shall be determined and paid in accordance with Section 5.2 hereof.



End of Article X





                                       20
<PAGE>   21
                                   ARTICLE XI
                         OTHER BENEFITS AND AGREEMENTS

         The benefits provided for a Participant and his Beneficiary hereunder
are in addition to any other benefits available to such Participant under any
other program or plan of the Employer for its employees, and, except as may
otherwise be expressly provided for, this Plan shall supplement and shall not
supersede, modify, or amend any other program or plan of the Employer or a
Participant.  Moreover, benefits under this Plan shall not be considered
compensation for the purpose of computing contributions or benefits under any
plan maintained by the Employer that is qualified under section 401(a) of the
Internal Revenue Code of 1986, as amended.



End of Article XI





                                       21
<PAGE>   22
                                  ARTICLE XII
                     RESTRICTION ON ALIENATION OF BENEFITS

       No right or benefit under this Plan shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt
to anticipate, alienate, sell, assign, pledge, encumber, or charge the same
shall be void.  No right or benefit hereunder shall in any manner be liable for
or subject to the debts, contracts, liabilities, or torts of the person
entitled to such benefit.  If any Participant or Beneficiary under this Plan
should become bankrupt or attempt to anticipate, alienate, sell, assign,
pledge, encumber, or charge any right to a benefit hereunder, then such right
or benefit shall, in the discretion of the Company terminate, and, in such
event, the Company shall hold or apply the same or any part thereof for the
benefit of such Participant or Beneficiary, his or her spouse, children, or
other dependents, or any of them, in such manner and in such portion as the
Company, in its sole and absolute discretion, may deem proper.



End of Article XII





                                       22
<PAGE>   23
                                  ARTICLE XIII
                          ADMINISTRATION OF THIS PLAN

       13.1      COMMITTEE.  The general administration of this Plan, as well
as construction and interpretation thereof, shall be vested in the Committee,
the number and members of which shall be designated and appointed from time to
time by, and shall serve at the pleasure of, the Board of Directors; provided,
however, that a Committee member who is also a Participant hereunder shall not
have the power or authority to make any decision or interpret this Plan in any
manner which may affect the amount of benefits payable to him, the form of
benefits payable to him, or the timing of the payment of benefits to him.  An
interested Committee member shall abstain from any decision which could affect
the amount, timing, or form of his Deferred Benefit.  Any such member of the
Committee may resign by notice in writing filed with the secretary of the
Committee.  Vacancies shall be filled promptly by the Board of Directors.  Each
person appointed a member of the Committee shall signify his acceptance by
filing a written acceptance with the secretary of the Board of Directors.

       13.2      COMMITTEE OFFICIALS.   One of the members of the Committee
shall act as chairman and the Committee shall appoint a secretary, who need not
be a member of the Committee.  The secretary shall keep minutes of the
Committee's proceedings and all data, records and documents relating to the
Committee's administration of this Plan.  The Committee may appoint from its
number such subcommittees, with such powers, as the Committee shall determine,
and may authorize one or more of its members or any agent to execute or deliver
any instrument or make any payment on behalf of the Committee.

       13.3      COMMITTEE ACTION.  All resolutions or other actions taken by
the Committee shall be by the vote of a majority of those members present at a
meeting at which a majority of the members are present, or in writing by all
the members at the time in office if they act without a meeting.

         13.4    COMMITTEE RULES AND POWERS - GENERAL.  Subject to the
provisions of this Plan, the Committee shall from time to time establish rules,
forms, and procedures for the administration of this Plan.

         13.5    RELIANCE ON CERTIFICATES, ETC.  The members of the Committee
and the officers and directors of the Employer shall be entitled to rely on all
certificates and reports made by any duly appointed accountants, and on all
opinions given by any duly appointed legal counsel.  Such legal counsel may be
counsel for the Employer.

         13.6    LIABILITY OF COMMITTEE. No member of the Committee shall be
liable for any act or omission of any other member of the Committee, or for any
act or





                                       23
<PAGE>   24
omission on his own part, excepting only his own willful misconduct.  The
Employer shall indemnify and save harmless each member of the Committee against
any and all expenses and liabilities arising out of his membership on the
Committee, excepting only expenses and liabilities arising out of his own
willful misconduct.  Expenses against which a member of the Committee shall be
indemnified hereunder shall include, without limitation, the amount of any
settlement or judgment, costs, counsel fees, and related charges reasonably
incurred in connection with a claim asserted, or a proceeding brought, or
settlement thereof.  The foregoing right of indemnification shall be in
addition to any other rights to which any such member may be entitled as a
matter of law.

         13.7    INFORMATION TO COMMITTEE.  To enable the Committee to perform
its functions, the Employer shall supply full and timely information to the
Committee on all matters relating to the compensation of all Participants,
their retirement, death or other cause for termination of employment, and such
other pertinent facts as the Committee may require.

         13.8    EXPENSES OF THE COMMITTEE. The members of the Committee shall
serve without compensation, but all expenses of the Committee shall be paid by
the Employer. Such expenses shall include all expenses incident to the
functioning of the Committee including, without limitation, fees of
accountants, counsel, and other specialists and other costs of administering
the Plan.



End of Article XIII





                                       24
<PAGE>   25
                                  ARTICLE XIV
                         ADOPTION OF PLAN BY SUBSIDIARY
                       AFFILIATED OR ASSOCIATED COMPANIES


         Any corporation that is a subsidiary may, with the approval of the
Board of Directors, adopt this Plan and thereby come within the definition of
Employer in Article I hereof.  Such adoption shall be effectuated by and
evidenced by a formal instrument executed by the adopting organization and
delivered to the Company.  The sole, exclusive right of any amendment of
whatever kind or extent to this Plan is reserved by the Company.  It shall not
be necessary or permitted for the adopting organization to sign or execute the
original, or then amended or subsequently amended, Plan documents.  The
effective date of this Plan for any such adopting organization shall be that
stated in the instrument of adoption. The Company's administrative powers, and
the right to amend, appoint, and remove the Committee and their successors,
shall not be diminished by reason of the participation of any Employer in this
Plan.



End of Article XIV





                                       25
<PAGE>   26
                                   ARTICLE XV
                                 MISCELLANEOUS

         15.1    EXECUTION OF RECEIPTS AND RELEASES.  Any payment to any
Participant, a Participant's legal representative, or a Beneficiary in
accordance with the provisions of this Plan, to the extent thereof, shall be in
full satisfaction of all claims hereunder against the Employer.  The Employer
may require such Participant, legal representative, or Beneficiary, as a
condition precedent to such payment, to execute a receipt and release therefor
in such form as it may determine.

         15.2    NO GUARANTEE OF INTERESTS.  Neither the Committee nor any of
its members guarantees the payment of any amounts which may be, or become, due
to any person or entity under this Plan.  The liability of the Employer to make
any payment under this Plan is limited to the assets available to general
creditors of the Employer, including the assets, if any, in the Allwaste, Inc.
Supplemental Executive Retirement Trust.

         15.3    EMPLOYER RECORD.  Records of the Employer as to a
Participant's employment, termination of employment and the reason therefor,
reemployment, authorized leaves of absence, and compensation shall be
conclusive on all persons and entities, unless determined to be incorrect.

         15.4    EVIDENCE.  Evidence required of anyone under this Plan may be
by certificate, affidavit, document, or other information which the person or
entity acting on it considers pertinent and reliable, and signed, made, or
presented by the proper party or parties.

         15.5    NOTICE.  Any notice which shall be or may be given under this
Plan shall be in writing and shall be mailed by United States mail, postage
prepaid.  If notice is to be given to the Employer, such notice shall be
addressed to the Company at:

                           Allwaste, Inc.
                           5151 San Felipe, Suite 1600
                           Houston, Texas 77056-3609

marked to the attention of the Secretary, Administrative Committee, Allwaste,
Inc.  Supplemental Executive Retirement Plan; or, if notice to a Participant,
addressed to the address shown on such Participant's Beneficiary designation
form.

         15.6     CHANGE OF ADDRESS.  Any party may, from time to time, change
the address to which notices shall be mailed by giving written notice of such
new address.





                                       26
<PAGE>   27
         15.7    EFFECT OF PROVISIONS.  The provisions of this Plan shall be
binding upon the Employer and its successors and assigns, and upon a
Participant, his Beneficiary, assigns, heirs, executors, and administrators.

         15.8    HEADINGS. The titles and headings of Articles and Sections are
included f or convenience of reference only and are not to be considered in the
construction of the provisions hereof.

         15.9    GOVERNING LAW.  All questions arising with respect to this
Plan shall be determined by reference to the laws of the State of Texas, as in
effect at the time of their adoption and execution, respectively.

End of Article XV





                                       27
<PAGE>   28
                                  ARTICLE XVI
                                CLAIMS PROCEDURE


         16.1    CLAIMS PROCEDURE.  Claims for benefits under this Plan shall
be filed on forms supplied by the Committee.  Written notice of the disposition
of a claim shall normally be furnished the claimant within ninety (90) days
after the application therefor is filed.  In the event the claim is denied, the
reasons for the denial shall be specifically set forth, pertinent provisions of
the Plan shall be cited and, where appropriate, an explanation as to how the
claimant can perfect the claim will be provided.

         16.2    CLAIMS REVIEW PROCEDURE.  Any Participant or Beneficiary who
has been denied a benefit, or feels aggrieved by any other action of the
Committee shall be entitled, upon request to the Board of Directors and if he
has not already done so, to receive a written notice of such action, together
with a full and clear statement of the reasons-for the action.  If the claimant
wishes further consideration of his position, he may request a hearing from the
Board of Directors.  Such form, together with written statement of the
claimant's position, shall be filed with the Board of Directors no later than
ninety (90) days after receipt of the written notification provided for above
or in Section 16.1. The Board of Directors shall normally schedule an
opportunity for a full and fair hearing of the issue within the next thirty
(30) days, if feasible.  The decision following such hearing shall be made
within thirty (30) days and shall be communicated in writing to the claimant.



End of Article XVI





                                       28
<PAGE>   29


         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed pursuant to prior authority conferred by the Compensation Committee of
the Company's Board of Directors on July 19, 1996.

                                           ALLWASTE, INC.



                                           By: /s/ ROBERT M. CHISTE  
                                              ---------------------------------
                                           Robert M. Chiste  
                                           President and Chief Executive Officer

                                           Date:   January 21, 1997
                                                -------------------------------

Attest:


WILLIAM L. FIEDLER
- --------------------
Secretary





                                       29
<PAGE>   30
                                 ALLWASTE, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                    WAIVER AND BENEFICIARY DESIGNATION FORM

I acknowledge that, as an employee of Allwaste, Inc., I have been offered an
opportunity to participate in the Allwaste, Inc. Supplemental Executive
Retirement Plan (the "Plan"), a copy of which is attached hereto.  By my
signature below, I am waiving any preferential treatment that I may have now or
in the future over the general creditors of the Company to assets of the
Company in the event of the Company's insolvency.  I acknowledge that I will be
a general creditor of the Company and will not be entitled to any specific
asset or fund of the Company in the event of the Company's insolvency.

I elect to receive my benefits in the following form:

         -----            Single Life Annuity -- monthly payments for my life
                          only

         -----            Joint and 50% Survivor Annuity -- a reduced monthly
                          payment for my life and 50% of my benefit payable to
                          my beneficiary for his or her life after my death

My beneficiary of the benefits payable under the Plan in the event of my death
before my benefits commence (and after my benefits commence if I have elected
the joint and survivor option) is as follows:


NAME OF BENEFICIARY:
                    ----------------------------------
DATE OF BIRTH: 
              ----------------------------------------
SOCIAL SECURITY NO.:
                     ---------------------------------
ADDRESS:
        ----------------------------------------------

         I understand that the Plan may be terminated at any time, in the sole
discretion of the Company, without any obligation of any nature whatsoever to
the Company, except I shall be entitled to my vested benefit under the Plan as
of the termination in accordance with Section 10.2 of the Plan.

                                  PARTICIPANT:


                                 --------------------------------------
                                  (Signature)

                                 --------------------------------------
                                  (Type or print name)

                                 --------------------------------------

                                 --------------------------------------
                                 --------------------------------------
                                  (Address of Participant)





                                       30
<PAGE>   31
                                   SCHEDULE A
                             R. L. NELSON BENEFITS

R. L. NELSON's Deferred Benefit, expressed as annual payments, shall be as
follows, based on the Stock Price of the Company's common stock while he
remains an employee of the Company:

a)       $195,000 (60% of $325,000) if Stock Price is not at $5.50 or above for
         30 calendar days.

b)       $180,000 (60% of $300,000) if Stock Price is at $5.50 or above for 30
         calendar days, but is not at $6.50 or above for 30 calendar days.

c)       $165,000 (60% of $275,000) if Stock Price is at $6.50 or above for 30
         calendar days, but is not at $7.50 or above for 30 calendar days.

d)       $150,000 (60% of $250,000) if Stock Price is at $7.50 or above for 30
         calendar days but is not at $8.50 or above for 30 calendar days.

e)       $135,000 (60% of $225,000) if Stock Price is at $8.50 or above for 30
         calendar days but is not at $9.50 or above for 30 calendar days.

f)       $120,000 (60% of $200,000) if Stock Price is at $9.50 or above for 30
         calendar days.

Provided, however, that in the event of a Change in Control, the value of the
Company's Common Stock on the date of such Change in Control shall be the
determinative Stock Price for all future time periods, and no additional
reduction shall be made in Mr. Nelson's benefit.





                                       31
<PAGE>   32
                                   SCHEDULE B
               INITIAL PARTICIPANTS AND STATUS ON EFFECTIVE DATE


1.       R. L. Nelson
         Founder & Chairman of the Board
         Age 60; 20 Years of Service; 10 Years of Service Credit (100% vested
         on Effective Date (could retire immediately with full benefit and no
         risk of forfeiture)

2.       Robert M. Chiste
         President, Chief Executive Officer & Director
         Age 49; 2 Years of Service; 0 Years of Service Credit.


3.       David E. Fanta
         Senior Vice President of Operations
         Age 37; 10 Years of Service; 0 Years of Service Credit.

4.       James E. Rief
         Senior Vice President of Technology & Administration Age 54; 1.5 Years
         of Service; 4 Years of Service credit.  (40% vested on Effective Date)

5.       T. Wayne Wren
         Senior Vice President, Chief Financial Officer & Treasurer Age 48; 3.6
         Years of Service; 0 Years of Service Credit.

6.       William L. Fiedler
         Vice President, General Counsel, Corporate Secretary & Corporate
         Compliance Officer Age 38; 7 Years of Service; 0 Years of Service
         Credit.

7.       Michael W. Ramirez
         Vice President - Controller
         Age 39; 6 Years of Service; 0 Years of Service Credit





                                       32
