AMERICAN ECOLOGY CORP
SERIES D CUMULATIVE CONVERTIBLE STOCK
<DOCUMENT>
<TYPE>EX-10.62
<SEQUENCE>10
<FILENAME>doc9.txt
<DESCRIPTION>SERIES D CUMULATIVE CONVERTIBLE STOCK
<TEXT>
EXHIBIT 10.62 SERIES D CUMULATIVE CONVERTIBLE PREFERRED STOCK CERTIFICATE OF
DESIGNATION DATED SEPTEMBER 1995

                           CERTIFICATE OF DESIGNATION,
                            PREFERENCES AND RIGHTS OF
                 SERIES D CUMULATIVE CONVERTIBLE PREFERRED STOCK
                                       OF
                          AMERICAN ECOLOGY CORPORATION

American Ecology Corporation, a corporation organized and existing under the
Delaware General Corporation Law, (the "Corporation") DOES HEREBY
CERTIFY:

That, effective September ___, 1995, pursuant to the authority conferred upon
the Board of Directors by the Amended and Restated Certificate of Incorporation
of the Corporation and pursuant to the provisions of Section
151(a) and other applicable provisions of the Delaware General Corporation Law,
the Board of Directors (or, as and to the extent authorized pursuant to
applicable law, a committee acting with the authority of the Board of Directors)
duly adopted, by all necessary action on the part of the Corporation, the
following resolution creating a series of 105,264 shares of preferred stock
designated as Series D Cumulative Convertible Preferred Stock;

RESOLVED, that pursuant to the authority vested in the Board of Directors of
this Corporation in accordance with the provisions of its Amended and Restated
Certificate of Incorporation, a series of preferred stock of the Corporation be
and it hereby is created, and that the designation and amount thereof and the
voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof are as follows:

                SERIES D CUMULATIVE CONVERTIBLE PREFERRED STOCK.

1. Designation. The series shall be designated as the "Series D Cumulative
Convertible Preferred Stock" (the "Series D Preferred Stock").

2. Number. The number of shares of the Series D Preferred Stock authorized to be
issued is 105,264.

3. Dividends.

(a) The Corporation shall pay to the holders of the Series D Preferred Stock, a
mandatory cumulative dividend at an annual rate of 8.375% of the Base
Liquidation Preference (as such term is defined in Section 4 below) each year,
subject only to the Corporation having funds from which dividends may lawfully
be paid in accordance with applicable law; provided, however, that the
Corporation shall not be obligated to pay any dividend if, as a result of such


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payment, the Corporation would breach (i) any agreement or instrument governing
or evidencing the corporation's senior bank debt as in effect (including giving
effect to then applicable waivers, forbearances, amendments, consents or other
arrangements with the lender) on the date of initial issuance of shares of the
Series D Preferred Stock (the "Initial Debt Documents") or (ii) any successor
agreement or instrument, or any modification or amendment thereto, that is
reasonably determined by the Board of Directors, acting in good faith, to be, as
of the time of effectiveness of the successor agreement or instrument, or the
modification or amendment thereto, not more restrictive upon the payment of
dividends on the Series D Preferred Stock than the Initial Debt Documents.
Dividends on the Series D Preferred Stock shall be cumulative and shall commence
to accrue and be cumulative (whether or not declared) from the date on which
such shares shall have been issued. Such dividends shall be mandatorily payable
as stated above, in cash, in equal quarterly payments on January 15, April 15,
July 15 and October 15 of each year (each such date being referred to herein as
a "dividend payment date"), commencing October 15, 1995, or if not paid on such
dividend payment date by reason of a prohibition against such payment pursuant
to the first sentence of this subsection (a) (a "payment prohibition"), then
promptly when and to the extent no such payment prohibition continues to apply;
provided, however, that the dividend payable in respect of the quarter ended on
the first dividend payment date after the date on which such shares shall have
been issued shall be reduced in proportion to the portion of such quarterly
period in which such shares were not issued; and provided further, however, that
if and to the extent that, at any dividend payment date, the Corporation shall
fail to make any quarterly dividend payment on the Series D Preferred Stock
(which failure shall only be permitted to the extent a payment prohibition
applies), such unpaid dividend amount shall accumulate without interest until
paid. Such dividends shall be paid to the Series D Preferred Stock stockholders
of record on a date, not exceeding 60 days preceding each such dividend payment
date, fixed not less than 10 days in advance for that purpose by the Board of
Directors. All full or partial dividends paid with respect to shares of the
Series D Preferred Stock, whether in cash or additional shares of the Series D
Preferred Stock or otherwise, shall be paid pro rata to the holders entitled
thereto.

(b) So long as any shares of the Series D Preferred Stock are outstanding,
unless all accrued and unpaid dividends and distributions, whether or not
declared, on shares of Series D Preferred Stock outstanding shall have been paid
in full, the Corporation shall not:

     (i)  pay or declare any dividends, or make any other distributions, on any
          shares of stock ranking junior to the Series D Preferred Stock in
          respect of dividends or distribution of assets upon any liquidation,
          dissolution or winding up of the Corporation, whether voluntary or
          involuntary (a "Liquidation");

     (ii) pay or declare any dividends, or make any other distributions, on any
          shares of stock ranking on a parity to the Series D Preferred Stock in
          respect of dividends or distribution of assets upon Liquidation,
          except dividends paid ratably on the Series D Preferred Stock and all
          such parity stock on which dividends are payable or in arrears in
          proportion to the total amounts to which the holders of all such
          shares are then entitled; or


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    (iii) redeem or purchase or otherwise acquire for consideration shares of
          any stock ranking junior to the Series D Preferred Stock in respect of
          dividends or distribution of assets upon Liquidation, provided that
          the Corporation may at any time redeem, purchase or otherwise acquire
          shares of any such junior stock in exchange for shares of any stock of
          the Corporation ranking junior to the Series D Preferred Stock in
          respect of dividends or distribution of assets upon Liquidation.

Except as otherwise provided in this subsection (b), the Board of Directors may
declare and the Corporation may pay or set apart for payment dividends and other
distributions on the common stock (the "Common Stock") and the preferred stock
(the "Preferred Stock") of the Corporation ranking junior to or on a parity with
the Series D Preferred Stock in respect of dividends or distributions of assets
upon Liquidation, and may redeem, purchase, retire or otherwise acquire for
consideration shares of Common Stock or Preferred Stock ranking junior to or on
a parity with the Series D Preferred Stock in respect of dividends or
distributions of assets upon Liquidation, and the holders of the Series D
Preferred Stock shall not be entitled to share therein.

(c) In the event the Corporation, not being in violation of the provisions of
the preceding paragraph, shall distribute to all holders of its Common Stock (x)
evidences of indebtedness or assets and property other than cash, (y) capital
stock of the Corporation other than Common Stock, or (z) rights to subscribe for
or warrants to purchase any security other than rights or warrants to purchase
only
(i) Common Stock or (ii) units consisting of shares of Common Stock and warrants
to purchase shares of Common Stock (all of such distributions collectively
hereinafter called "Shared Distributions"), then the holders of the Series D
Preferred Stock shall participate in such Shared Distributions as if immediately
prior to the record date for determination of stockholders entitled to receive
such Shared Distribution such holders had converted their shares of the Series D
Preferred Stock into shares of Common Stock.

4. Liquidation Rights. In the event of the Liquidation of the Corporation, the
holders of the Series D Preferred Stock shall be entitled to have paid to them
out of the assets of the Corporation, before any distribution is made to or set
apart for the holders of Common Stock or of any other series of Preferred Stock
or any other class or series of stock of the Corporation ranking junior to the
Series D Preferred Stock in respect of distribution of assets upon Liquidation,
an amount equal to $47.50 per share (the "Base Liquidation Preference"), plus an
amount equal to any cash dividends and Shared Distributions which have
accumulated but have not been paid on or prior to the date of final distribution
to holders of the Series D Preferred Stock (collectively, the "Aggregate
Liquidation Preference"), and no more. The liquidation payment with respect to
each outstanding fractional share of the Series D Preferred Stock shall be equal
to a ratably proportionate amount of the liquidation payment with respect to
each outstanding share of the Series D Preferred Stock.

If upon any Liquidation of the Corporation the assets of the Corporation or
proceeds thereof distributable among the holders of shares of the Series D
Preferred Stock shall be insufficient to pay in full the preferential amounts


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payable to such holders, then such assets or the proceeds thereof shall be
distributed among such holders ratably in accordance with the respective amounts
that would be payable on such shares if all amounts payable thereon were paid in
full.

For purposes of this Section 4, the voluntary sale, lease, exchange or transfer
(for cash, shares of stock, securities or other consideration) of all or
substantially all of the property or assets of the Corporation to, or a
consolidation or merger of the Corporation with, one or more corporations shall
not be deemed to be a Liquidation.

5. Redemption. Shares of the Series D Preferred Stock will not be redeemable.

6. Conversion Rights.

(a) Subject to the provisions for adjustment hereinafter set forth, the shares
of the Series D Preferred Stock may be converted, at the option of the holder
thereof, at any time or from time to time into fully paid and nonassessable
whole shares of Common Stock at rate of 1 share of Common Stock for each $5.50
of the Aggregate Liquidation Preference of the Series D Preferred Stock duly
surrendered for conversion, provided, however, that any right a holder of any
shares of the Series D Preferred Stock may have otherwise had for the payment of
any dividends or Shared Distributions which have accumulated or are in arrears
with respect to the shares of Series D Preferred Stock converted hereunder shall
terminate as of the date of surrender for conversion of such shares, and such
holder shall have no further rights to the payment of such dividends or Shared
Distributions.

(b) Each holder of the Series D Preferred Stock desiring to exercise such
holder's right of conversion shall deliver written notice of election to
convert, stating the names and addresses of the persons to whom the Common Stock
is to be issued, and shall surrender the certificate or certificates for the
shares of Series D Preferred Stock to be converted, duly endorsed or accompanied
by proper instruments of transfer (unless such endorsement or instruments are
waived by the Corporation) to the Corporation during usual business hours at the
office of the transfer agent of the Corporation for the transfer of its Common
Stock in Dallas, Texas (or such other place as may be designated by the
Corporation upon written notice to all holders of the Series D Preferred Stock).
Upon receipt by the Corporation of any such notice of election to convert shares
of the Series D Preferred Stock, and upon surrender of the certificate or
certificates therefor, the Corporation shall execute and deliver, as soon as
practicable, to the converting holder, or to such holder's nominee or nominees,
a certificate or certificates for the number of shares of Common Stock resulting
from such conversion, together with any cash adjustment in lieu of fractional
shares as provided in subsection (d). For all purposes, the rights of a
converting holder, as such, shall cease, and the person or persons in whose name
or names the certificate or certificates for Common Stock issuable upon such
conversion are to be issued shall be deemed to have become the record holder or
holders of such Common Stock at the close of business on the day (the "Date of
Conversion") on which delivery of such notice or the surrender of the
certificate or certificates for such shares (whichever shall later occur) shall
be made.


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(c) The Corporation shall pay all issue taxes, if any, incurred in respect to
the Common Stock delivered on conversion; provided, however, that the
Corporation shall not be required to pay transfer or other taxes, if any,
incurred by reason of the issuance or delivery of such Common Stock in names
other than those in which the shares surrendered for conversion are registered,
and no delivery of certificates registered in names other than those in which
the shares surrendered for conversion are registered, and no delivery of
certificates for such Common Stock shall be made unless and until there has been
paid to the Corporation the amount of any such taxes, or there shall have been
established to the satisfaction of the Corporation that such taxes have been or
are not required to be paid. The Corporation shall not close its books against
the transfer of Series D Preferred Stock or of Common Stock issued or issuable
upon conversion of Series D Preferred Stock in any manner which interferes with
the timely conversion of Series D Preferred Stock. The Corporation shall assist
and cooperate with any holder of shares of Series D Preferred Stock required to
make any required governmental filings or obtain any governmental approval prior
to or in connection with any conversion of such shares hereunder (including,
without limitation, making any filings required to be made by the Corporation).
All shares of Common Stock which are so issuable shall, when issued, be duly and
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges. The Corporation shall take all such actions as may be necessary to
assure that all such shares of Common Stock may be so issued without violation
of any applicable law or governmental regulation or any requirements of any
domestic securities exchange upon which shares of Common Stock may be listed
(except for official notice of issuance which shall be immediately delivered by
the Corporation upon each such issuance).

(d) The Corporation shall not be required to issue fractional shares of Common
Stock upon conversion of shares of the Series D Preferred Stock. If more than
one share of the Series D Preferred Stock shall be surrendered for conversion at
one time by the same holder, the number of full shares of Common Stock issuable
upon conversion thereof shall be computed on the basis of the aggregate number
of shares so surrendered. If any fractional interest in a share of Common Stock
would be deliverable upon the conversion of any shares, the Corporation shall,
in lieu of delivering such fractional share, make a cash payment, as an
adjustment in respect of such undelivered fraction of a share, in an amount
equal to the same fraction of the Current Market Price of one share of the
Common Stock on the last business day before the Date of Conversion. The
"Current Market Price" on any given day shall be: (i) if the Common Stock is
listed or admitted to unlisted trading privileges on any exchange registered
with the Securities and Exchange Commission as a "national securities exchange"
under the Securities Exchange Act of 1934 (a "National Securities Exchange"),
the last sales price of the shares of Common Stock on the National Securities
Exchange in or nearest the City of New York on which the shares of Common Stock
shall be listed or admitted to unlisted trading privileges (or the quoted
closing bid if there be no sales on such National Securities Exchange) on the
most recently completed trading day prior to such day; or (ii) if the Common
Stock is not so listed or admitted, the closing sales price of a share of Common
Stock as quoted in The Nasdaq Stock Market on the most recently completed
trading day prior to the day in question; or


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(iii) if the Common Stock is not so quoted, the mean between the high and low
bid prices of the shares of Common Stock in the over-the- counter market on the
most recently completed trading day prior to the day in question as reported by
National Quotation Bureau Incorporated or similar organization.

(e) The number of shares of Common Stock into which each share of the Series D
Preferred Stock is convertible (the "Conversion Rate") shall be subject to
adjustment from time to time as follows:

     (i)  In case the Corporation shall (x) pay a dividend or make a
          distribution of Common Stock on outstanding Common Stock, (y)
          subdivide outstanding Common Stock into a larger number of shares of
          Common Stock by reclassification or otherwise, or (z) combine
          outstanding Common Stock into a smaller number of shares of Common
          Stock by reclassification or otherwise, the Conversion Rate in effect
          immediately prior thereto shall be adjusted proportionately so that
          the holder of a share of the Series D Preferred Stock thereafter
          surrendered for conversion shall be entitled to receive the number of
          shares of the Common Stock that such holder would have owned after the
          happening of any of the events described above had such share been
          converted immediately prior to the happening of such event. An
          adjustment made pursuant to this subparagraph (i) shall become
          effective retroactively to immediately after the record date in the
          case of a share dividend or distribution and shall become effective
          immediately after the effective date in the case of a subdivision or
          combination.
     (ii) In case of any capital reorganization or reclassification of the
          shares of Common Stock (except as provided in subparagraph (i) above),
          or in case of any consolidation or merger to which the Corporation is
          a party (other than a merger in which the Corporation is the surviving
          corporation and which does not result in any capital reorganization or
          reclassification of Common Stock), or in case of any sale or
          conveyance to another corporation of all or substantially all of the
          property and assets of the Corporation, and if, in connection with any
          such consolidation, merger, sale or conveyance, shares or other
          securities or property shall be issuable or deliverable in exchange
          for shares of Common Stock, provision shall be made as part of the
          terms of such capital reorganization or reclassification,
          consolidation, merger, sale or conveyance that the holder of each
          share of the Series D Preferred Stock thereafter surrendered for
          conversion shall have the right to convert such share into the same
          kind and amount of stock and other securities and property as would
          have been receivable upon such capital reorganization or
          reclassification, consolidation, merger, sale or conveyance by a
          holder of the number of shares of Common Stock into which such share
          might have been converted immediately prior thereto. In any such case,
          appropriate provision (as determined to be equitable in the business
          judgment of the Board of Directors) shall be made for the application
          of Section 6 with respect to the rights and interests thereafter of
          the holders of the Series D Preferred Stock to the end that such
          Section (including adjustments of the Conversion Rate) shall be


<PAGE>
          reflected thereafter, as nearly as reasonably practicable, in all
          subsequent conversions of the Series D Preferred Stock. The
          Corporation shall not effect any such consolidation, merger or sale,
          unless prior to the consummation thereof, the successor corporation
          (if other than the Corporation) resulting from consolidation or merger
          or the corporation purchasing such assets assumes by written
          instrument (in a manner determined to be equitable in the business
          judgment of the Board of Directors to the holders of the Series D
          Preferred Stock then outstanding), the obligation to deliver to each
          such holder such shares of stock, securities or assets as, in
          accordance with the foregoing provisions, such holder may be entitled
          to acquire.
    (iii) In case the Corporation shall issue pro rata to the holders of shares
          of its Common Stock rights or warrants entitling them, during a period
          not exceeding 30 days after the record date mentioned below, to
          subscribe for or purchase only shares of its Common Stock at a price
          per share less than the average of the Current Market Price (as
          defined above) of the Common Stock for the 30 consecutive trading days
          commencing 45 days before such record date (the "Average Market
          Price"), the number of shares of its Common Stock into which each
          share of the Series D Preferred Stock shall be convertible thereafter
          shall be determined by multiplying the number of shares of Common
          Stock into which each such share was convertible theretofore by a
          fraction, of which the numerator shall be the number of shares of
          Common Stock outstanding immediately prior to such record date plus
          the number of additional shares of Common Stock offered for
          subscription or purchase, and of which the denominator shall be the
          number of shares of Common Stock outstanding immediately prior to such
          record date, plus the number of shares of Common Stock which the
          aggregate offering price of the total number of shares being offered
          would purchase at such Average Market Price. Such adjustment shall be
          made whenever such rights or warrants are issued and shall become
          retroactively effective immediately after the record date for the
          determination of the stockholders entitled to receive such rights or
          warrants. To the extent that shares of Common Stock are not delivered
          after the expiration of such rights or warrants, the Conversion Rate
          shall be readjusted to the Conversion Rate that would then be in
          effect had the adjustments made upon the issuance of such rights or
          warrants been made upon the basis of delivery of only the number of
          shares of Common Stock actually delivered.
     (iv) In case the Corporation shall issue pro rata to the holders of shares
          of its Common Stock rights or warrants to subscribe for or purchase
          only (x) shares of its Common Stock except as described in
          subparagraph (iii) above, or (y) units consisting of shares of Common
          Stock and warrants to purchase shares of Common Stock, the number of
          shares of its Common Stock into which each share of the Series D
          Preferred Stock shall be convertible thereafter shall be determined by
          multiplying the number of shares of Common Stock into which each such
          share was convertible theretofore by a fraction, of which the
          numerator shall be the Average Market Price for a share of Common
          Stock determined as of the record date mentioned below, and of which
          the denominator shall be such Average Market Price less the fair
          market value (as determined in the business judgment of the Board of
          Directors) as of such record date of the rights or warrants


<PAGE>
          distributed pro rata to one of the outstanding shares of Common Stock.
          Such adjustment shall be made whenever such distribution is made and
          shall become retroactively effective immediately after the record date
          for the determination of stockholders entitled to receive such rights
          or warrants.
     (v)  In case the Corporation shall issue or sell any shares (including
          treasury shares) of Common Stock, whether or not subsequently
          reacquired or retired by the Corporation, other than shares of Common
          Stock issued (x) upon exercise of warrants to purchase shares of
          Common Stock issued prior to or substantially simultaneously with the
          first issuance of shares of the Series D Preferred Stock or (y)
          pursuant to any stock option plan or other stock incentive or stock
          ownership plan for employees or management of the Corporation
          ("Additional Shares of Common Stock") for a cash purchase price that
          is less than the quotient of $5.50 divided by the number of shares of
          Common Stock into which each $5.50 of the Aggregate Liquidation
          Preference was theretofore convertible (such quotient, the "Conversion
          Price"), the number of shares of Common Stock into which each share of
          the Series D Preferred Stock shall be convertible thereafter shall be
          determined by multiplying the number of shares of Common Stock into
          which each such share was convertible theretofore by a fraction, of
          which the numerator shall be the number of shares of Common Stock
          outstanding immediately after such issuance or sale, and of which the
          denominator shall be the number of shares of Common Stock outstanding
          immediately prior to such issuance or sale plus the number of shares
          of Common Stock that the aggregate consideration received by the
          Corporation for such Additional Shares of Common Stock so issued or
          sold would purchase at the Conversion Price. Such adjustment shall be
          made whenever any such Additional Shares of Common Stock are so issued
          or sold.

The foregoing provisions for adjustment of the Conversion Rate shall apply in
each successive instance in which an adjustment is required thereby. No
adjustment in the Conversion Rate resulting from the application of the
foregoing provisions is to be given effect unless, by making such adjustment,
the Conversion Rate in effect immediately prior to such adjustment would be
changed thereby by 1% or more, but any adjustment that would change the
Conversion Rate by less than 1% is to be carried forward and given effect in
making future adjustments; provided, however, that each adjustment of the
Conversion Rate shall in all events be made not later than three years from the
date such adjustment would have been required to be made except for the
provisions of this sentence. All calculations under this Section 6 shall be made
to the nearest one-hundredth (1/100th) of a share.

Shares of Common Stock owned by or held for the account of the Corporation shall
not be deemed to be outstanding for the purposes of any computation made under
this Section 6.


<PAGE>
Whenever the number of shares of Common Stock deliverable upon the conversion of
shares of the Series D Preferred Stock shall be adjusted pursuant to the
provisions hereof, the Corporation shall forthwith file at its principal office
and with any transfer agent for the Series D Preferred Stock and for the Common
Stock a statement, signed by the President or one of the Vice-Presidents of the
Corporation and by its Treasurer or one of its Assistant Treasurers, stating the
adjusted number of shares of Common Stock deliverable per share of the Series D
Preferred Stock and setting forth in reasonable detail, the method of
calculation and the facts requiring such adjustment and upon which such
calculation is based, and shall mail a notice of such adjustment to each holder
of record of the Series D Preferred Stock. Each adjustment shall remain in
effect until a subsequent adjustment hereunder is required.

In the event:

(x) of the occurrence of any of the events referred to in subparagraphs (i),
(ii), (iii) and (iv) above; or

(y) of the Liquidation of the Corporation;

then the Corporation shall cause to be mailed to any transfer agent for the
Series D Preferred Stock and to the holders of record of the outstanding shares
of the Series D Preferred Stock at least 20 days prior to the applicable date
hereinafter specified, a notice describing the event and stating the effect, if
any, that such event will have upon the Conversion Rate, and (A) the date on
which a record is to be taken for the purpose of a distribution referred to in
subparagraphs (i), (iii) or (iv) above, or, if a record is not to be taken, the
date as of which the holders of Common Stock of record to be entitled to such
distribution are to be determined, or (B) the date on which any subdivision,
combination or other capital reorganization or reclassification or any
consolidation, merger, sale or conveyance referred to in subparagraphs (i) or
(ii) above or such Liquidation is expected to become effective.

The Corporation will at all times reserve and keep available for issuance upon
conversion of the Series D Preferred Stock the number of shares of Common Stock
that is equal to the number of shares of the Series D Preferred Stock
outstanding multiplied by the Conversion Rate; provided, however, that nothing
contained herein shall be construed to preclude the Corporation from satisfying
its obligations in respect of the conversion of the outstanding shares of the
Series D Preferred Stock by delivery of shares of Common Stock that are held in
the treasury of the Corporation. The Corporation covenants that all shares of
Common Stock that shall be issued upon conversion of the shares of the Series D
Preferred Stock will, upon issue, be fully paid and nonassessable and not
subject to any preemptive rights.

The shares of Common Stock issuable upon conversion of the shares of the Series
D Preferred Stock when the same shall be issued in accordance with the terms of
the Series D Preferred Stock are hereby declared to be and shall be fully paid


<PAGE>
nonassessable shares of Common Stock and not liable to any calls or assessments
thereon, and the holders thereof shall not be liable for any further payments in
respect thereof.

"Common Stock" when used in Section 6 with reference to the Common Stock into
which the Series D Preferred Stock is convertible and when used in Section 8
below, shall mean only Common Stock as authorized by the Restated Certificate of
Incorporation of the Corporation, as amended to the date hereof, and any shares
into which such Common Stock may thereafter have been changed, and, when
otherwise used in Section 6 and when used in Section 3, shall also include
shares of the Corporation of any other class or series, whether now or hereafter
authorized, that ranks or is entitled to participation, as to payment of assets
upon Liquidation and payment of dividends, substantially on a parity with such
Common Stock or other class of shares into which such Common Stock may have been
changed.

The Corporation will not, by amendment of its Certificate of Incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Corporation, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 6 and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion privilege of the holders of the Series D Preferred Stock against
dilution or other impairment. Without limiting the generality of the foregoing,
the Corporation (1) will not increase the par value of any shares of stock
receivable upon conversion of the Series D Preferred Stock above the Conversion
Price then in effect, and (2) will take all such actions as may be necessary or
appropriate in order that the Corporation may validly and legally issue fully
paid and nonassessable shares of stock upon the conversion in full of all Series
D Preferred Stock from time to time outstanding.

7. Voting Rights. Except as otherwise required by applicable law, the holders of
the Series D Preferred Stock shall have no voting rights or powers.

8. Ranking. The Series D Preferred Stock shall rank senior to the Common Stock
(as defined in Section 6) and to all other series of the Corporation's preferred
stock as to the payment of dividends and Shared Distributions, and as to the
distribution of the Corporation's assets, unless the terms and designations of
any such series of preferred stock shall provide otherwise, provided, however,
that in no event shall the Series D Preferred Stock rank junior to any other
class or series of the Corporation's capital stock.

9. Other Rights. The holders of the Series D Preferred Stock shall not have any
other preferences or special rights.

10. Registration of Transfer. The Corporation shall keep at its principal office
a register for the registration of Series D Preferred Stock. Upon the surrender
of any certificate representing Series D Preferred Stock at such place, the
Corporation shall, at the request of the record holder of such certificate,
execute and deliver (at the Corporation's expense) a new certificate or
certificates in exchange therefor representing in the aggregate the number of


<PAGE>
shares of Series D Preferred Stock represented by the surrendered certificate.
Each such new certificate shall be registered in such name (upon satisfactory
compliance with all applicable securities laws) and shall represent such number
of Shares as is requested by the holder of the surrendered certificate and shall
be substantially identical in form to the surrendered certificate, and dividends
shall accrue on the Series D Preferred Stock represented by such new certificate
from the date to which dividends have been fully paid on such Series D Preferred
Stock represented by the surrendered certificate.

11. Replacement. Upon receipt of evidence reasonably satisfactory to the
Corporation (an affidavit of the registered holder shall be satisfactory) of the
ownership and the loss, theft, destruction or mutilation of any certificate
evidencing shares of any class of Series D Preferred Stock, and in the case of
any such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Corporation (provided that the holder's own agreement shall
be satisfactory), or, in the case of any such mutilation upon surrender of such
certificate, the Corporation shall (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
shares of such class represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate, and dividends shall accrue on the Series D Preferred Stock
represented by such new certificate from the date to which dividends have been
fully paid on such lost, stolen, destroyed or mutilated certificate.

12. Amendment and Waiver. Any amendment, modification or waiver shall be binding
or effective with respect to any provision of Sections 1 to 12 hereof with the
prior written consent of the holders of a majority of the Series D Preferred
Stock outstanding at the time such action is taken.

IN WITNESS WHEREOF, the undersigned officers of the Corporation have executed
and subscribed this Certificate this ____ day of September, 1995.

                          AMERICAN ECOLOGY CORPORATION

By:                                       Name:
    -------------------------------------      ------------------------------

Title:
       ----------------------------------

ATTEST:


Name:
      --------------------------------
Title:
       -------------------------------


<PAGE>
NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY OTHER
SECURITIES STATUTE. NO SALE, TRANSFER OR OTHER DISPOSITION HEREOF OR THEREOF, OR
OF ANY INTEREST HEREIN OR THEREIN, MAY BE MADE OR SHALL BE RECOGNIZED UNLESS IN
THE OPINION OF COUNSEL TO OR REASONABLY SATISFACTORY TO THE COMPANY SUCH
TRANSACTION WOULD NOT VIOLATE OR REQUIRE REGISTRATION UNDER SUCH ACT OR OTHER
STATUTE

                       WARRANT TO PURCHASE COMMON STOCK OF

                          AMERICAN ECOLOGY CORPORATION

THIS WARRANT CERTIFIES that, for value received, _____________________ (the
"Holder") is entitled to purchase from American Ecology Corporation, a Delaware
corporation (the "Company"), at a price of $4.75 per share, subject to
adjustment as provided in Section 4 hereof ("Purchase Price"), at any time after
the date hereof up to and including September _____, 1999, ___________________
fully paid and non-assessable shares of the Company's Common Stock, par value
$.01 per share ("Common Stock"), subject, however, to the provisions and upon
the terms and conditions hereinafter set forth.

1. Exercise of Warrant. The rights represented by this Warrant may be exercised
by the holder hereof, at any time or from time to time, on any day that is not a
Saturday, Sunday or public holiday under the laws of the State of Texas (such
day being hereinafter referred to as a "Business Day"), for all or part of the
number of shares of Common Stock purchasable upon its exchange, by
(i) delivery of a Subscription Notice (in the form attached to this Warrant) of
such holder's election to exercise this Warrant, specifying the number of shares
of Common Stock to be purchased, (ii) payment of the Purchase Price for such
shares by certified check or bank draft payable to the order of the Company and
(iii) surrender of this Warrant (properly endorsed if required) at the Company's
principal office in Houston, Texas, or such other office or agency of the
Company as the Company may designate by notice in writing to the holder hereof.

In the event of any exercise of the rights represented by this Warrant,
certificates for the shares of Common Stock so purchased shall be delivered to
the holder hereof as soon as reasonably practicable, but in any event within
twenty-one (21) days, after the rights represented by this Warrant shall have
been so exercised, and unless this Warrant has expired, a new Warrant
representing the number of shares of Common Stock, if any, with respect to which
this Warrant shall not then have been exercised shall also be issued to the
holder hereof within such time. Each person in whose name any such certificate
for shares of Common Stock is issued shall for all purposes be deemed to have
become the holder of record of the Common Stock represented hereby on the date
on which this Warrant was surrendered and payment of the Purchase Price was
made, irrespective of the date of issue or delivery of such certificate.


<PAGE>
2. Transfer. The Company will maintain books for the registration and transfer
of the Warrants, and any such transfer will be registrable thereon upon
surrender of the transferred Warrant to the Company's office at the address set
forth in Section 11, together with a duly executed assignment thereof and funds
sufficient to pay any required stock transfer taxes. Upon such surrender and
payment, the Company shall, subject to Section 9, execute and deliver a new
Warrant or Warrants in the name of the assignees and in the number of shares of
Common Stock specified in the Assignment set forth on the reverse of the
Subscription Notice, and this Warrant shall promptly be canceled.

3. Certain Covenants of the Company. The Company covenants and agrees that all
shares of Common Stock that may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and
non-assessable and free from all taxes, liens, charges and security interests
with respect to the issue thereof. The Company further covenants and agrees that
during the period within which the rights represented by the Warrant may be
exercised, the Company will at all times have authorized, and reserved free of
preemptive or other rights for the exclusive purpose of issue upon exercise of
the rights evidenced by this Warrant, a sufficient number of shares of its
Common Stock to provide for the exercise of the rights represented by this
Warrant. The Company shall take all such actions as may be necessary to assure
that all such shares of Common Stock may be issued upon the exercise of the
rights represented by this Warrant without violation of any applicable law or
governmental regulation or any requirements of any domestic securities exchange
upon which shares of Common Stock may be listed (except for official notice of
issuance which shall be immediately delivered by the Company upon each such
issuance.

4. Adjustment of Purchase Price and Number of Shares. The number of shares of
Common Stock with respect to which this Warrant is exercisable (the "Exercise
Rate") shall be subject to adjustment from time to time as follows:

a. In case the Company shall (x) pay a dividend or make a distribution of Common
Stock on outstanding Common Stock, (y) subdivide outstanding Common Stock into a
larger number of shares of Common Stock by reclassification or otherwise, or (z)
combine outstanding Common Stock into a smaller number of shares of Common Stock
by reclassification or otherwise, the Exercise Rate in effect immediately prior
thereto shall be adjusted proportionately so that the holder of this Warrant
thereafter exercised shall be entitled to receive the number of shares of the
Common Stock that such holder would have owned after the happening of any of the
events described above had such Warrant been exercised immediately prior to the
happening of such event. An adjustment made pursuant to this subparagraph (a)
shall become effective retroactively to immediately after the record date in the
case of a share dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision or combination.

b. In case of any capital reorganization or reclassification of the shares of
Common Stock (except as provided in subparagraph (a) above), or in case of any
consolidation or merger to which the Company is a party (other than a merger in
which the Company is the surviving corporation and which does not result in any
capital reorganization or reclassification of Common Stock), or in case of any


<PAGE>
sale or conveyance to another corporation of all or substantially all of the
property and assets of the Company, and if, in connection with any such
consolidation, merger, sale or conveyance, shares or other securities or
property shall be issuable or deliverable in exchange for shares of Common
Stock, provision shall be made as part of the terms of such capital
reorganization or reclassification, consolidation, merger, sale or conveyance
that the holder of this Warrant thereafter exercised shall have the right upon
such exercise to receive the same kind and amount of stock and other securities
and property as would have been receivable upon such capital reorganization or
reclassification, consolidation, merger, sale or conveyance by a holder of the
number of shares of Common Stock with respect to which such Warrant might have
been exercised immediately prior thereto. In any such case, appropriate
provision (as determined to be equitable in the business judgment of the Board
of Directors) shall be made for the application of Section 4 with respect to the
rights and interests thereafter of the holder of this Warrant to the end that
such Section (including adjustments of the Exercise Rate) shall be reflected
thereafter, as nearly as reasonably practicable, in all subsequent exercises of
this Warrant. The Company shall not effect any such consolidation, merger or
sale, unless prior to the consummation thereof, the successor corporation (if
other than the Company) resulting from consolidation or merger or the
corporation purchasing such assets assumes by written instrument (in a manner
determined to be equitable in the business judgment of the Board of Directors to
the holder of this Warrant), the obligation to deliver to such holder such
shares of stock, securities or assets as, in accordance with the foregoing
provisions, such holder may be entitled to acquire.

c. In case the Company shall issue pro rata to the holders of shares of its
Common Stock rights or warrants entitling them, during a period not exceeding 30
days after the record date mentioned below, to subscribe for or purchase only
shares of its Common Stock at a price per share less than the average of the
Current Market Price (as defined in Section 6) of the Common Stock for the 30
consecutive trading days commencing 45 days before such record date (the
"Average Market Price"), the number of shares of its Common Stock with respect
to which this Warrant is exercisable thereafter shall be determined by
multiplying the number of shares of Common Stock with respect to which this
Warrant was exercisable theretofore by a fraction, of which the numerator shall
be the number of shares of Common Stock outstanding immediately prior to such
record date plus the number of additional shares of Common Stock offered for
subscription or purchase, and of which the denominator shall be the number of
shares of Common Stock outstanding immediately prior to such record date, plus
the number of shares of Common Stock which the aggregate offering price of the
total number of shares being offered would purchase at such Average Market
Price. Such adjustment shall be made whenever such rights or warrants are issued
and shall become retroactively effective immediately after the record date for
the determination of the stockholders entitled to receive such rights or
warrants. To the extent that shares of Common Stock are not delivered after the
expiration of such rights or warrants, the Exercise Rate shall be readjusted to
the Exercise Rate that would then be in effect had the adjustments made upon the
issuance of such rights or warrants been made upon the basis of delivery of only
the number of shares of Common Stock actually delivered.


<PAGE>
d. In case the Company shall issue pro rata to the holders of shares of its
Common Stock rights or warrants to subscribe for or purchase only
(x) shares of its Common Stock except as described in subparagraph (iii) above,
or (y) units consisting of shares of Common Stock and warrants to purchase
shares of Common Stock, the number of shares of its Common Stock with respect to
which this Warrant is exercisable thereafter shall be determined by multiplying
the number of shares of Common Stock with respect to which this Warrant was
exercisable theretofore by a fraction, of which the numerator shall be the
Average Market Price for a share of Common Stock determined as of the record
date mentioned below, and of which the denominator shall be such Average Market
Price less the fair market value (as determined in the business judgment of the
Board of Directors) as of such record date of the rights or warrants distributed
pro rata to one of the outstanding shares of Common Stock. Such adjustment shall
be made whenever such distribution is made and shall become retroactively
effective immediately after the record date for the determination of
stockholders entitled to receive such rights or warrants.

The foregoing provisions for adjustment of the Exercise Rate shall apply in each
successive instance in which an adjustment is required thereby. No adjustment in
the Exercise Rate resulting from the application of the foregoing provisions is
to be given effect unless, by making such adjustment, the Exercise Rate in
effect immediately prior to such adjustment would be changed thereby by 1% or
more, but any adjustment that would change the Exercise Rate by less than 1% is
to be carried forward and given effect in making future adjustments; provided,
however, that each adjustment of the Exercise Rate shall in all events be made
not later than three years from the date such adjustment would have been
required to be made except for the provisions of this sentence. All calculations
under this Section 4 shall be made to the nearest one-hundredth (1/100th) of a
share. Shares of Common Stock owned by or held for the account of the Company
shall not be deemed to be outstanding for the purposes of any computation made
under this Section 4.

Whenever the number of shares of Common Stock deliverable upon the exercise of
this Warrant shall be adjusted pursuant to the provisions hereof, the Company
shall forthwith file at its principal office and with any transfer agent for the
Common Stock a statement, signed by the President or one of the Vice-Presidents
of the Company and by its Treasurer or one of its Assistant Treasurers, stating
the adjusted number of shares of Common Stock deliverable with respect to this
Warrant and setting forth in reasonable detail, the method of calculation and
the facts requiring such adjustment and upon which such calculation is based,
and shall mail a notice of such adjustment to the holder of record of this
Warrant. Each adjustment shall remain in effect until a subsequent adjustment
hereunder is required.

In the event:

(x) of the occurrence of any of the events referred to in subparagraphs (a),
(b), (c) and (d) above; or


<PAGE>
(y) of any liquidation, dissolution or winding up of the Company (a
"Liquidation");

then the Company shall cause to be mailed to the holder of record of this
Warrant at least 20 days prior to the applicable date hereinafter specified, a
notice describing the event and stating the effect, if any, that such event will
have upon the Exercise Rate, and (A) the date on which a record is to be taken
for the purpose of a distribution referred to in subparagraphs (a), (c) or (d)
above, or, if a record is not to be taken, the date as of which the holders of
Common Stock of record to be entitled to such distribution are to be determined,
or (B) the date on which any subdivision, combination or other capital
reorganization or reclassification or any consolidation, merger, sale or
conveyance referred to in subparagraphs (a) or (b) above or such Liquidation is
expected to become effective.

The Company will at all times reserve and keep available for issuance upon
exercise of this Warrant the number of shares of Common Stock that is equal to
the Exercise Rate; provided, however, that nothing contained herein shall be
construed to preclude the Company from satisfying its obligations in respect of
the exercise of this Warrant by delivery of shares of Common Stock that are held
in the treasury of the Company. The Company covenants that all shares of Common
Stock that shall be issued upon exercise of this Warrant will, upon issue, be
fully paid and nonassessable and not subject to any preemptive rights.

The shares of Common Stock issuable upon exercise of this Warrant when the same
shall be issued in accordance with the terms hereof are hereby declared to be
and shall be fully paid nonassessable shares of Common Stock and not liable to
any calls or assessments thereon, and the holders thereof shall not be liable
for any further payments in respect thereof.

"Common Stock" when used in Section 4 with reference to the Common Stock with
respect to which this Warrant is exercisable, shall mean only Common Stock as
authorized by the Restated Certificate of Incorporation of the Company, as
amended to the date hereof, and any shares into which such Common Stock may
thereafter have been changed, and, when otherwise used in
Section 4, shall also include shares of the Company of any other class or
series, whether now or hereafter authorized, that ranks or is entitled to
participation, as to payment of assets upon Liquidation and payment of
dividends, substantially on a parity with such Common Stock or other class of
shares into which such Common Stock may have been changed.

The Company will not, by amendment of its Certificate of Incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 4 and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion privilege of the holder of this Warrant against dilution or other


<PAGE>
impairment. Without limiting the generality of the foregoing, the Company (1)
will not increase the par value of any shares of stock receivable upon exercise
of this Warrant above the Purchase Price then in effect, and (2) will take all
such actions as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable shares of stock upon the
exercise in full of this Warrant from time to time outstanding.

5. Fractional Interests. The Company shall not be required to issue fractional
shares on the exercise of a Warrant. If any fraction of a share would be
issuable on the exercise of a Warrant (or specified portion thereof), the
Company shall pay an amount in cash equal to the current market price per share
of Common Stock (as defined in Section 6) multiplied by such fraction.

6. Definition of Current Market Value. The "Current Market Price" on any given
day shall be: (i) if the Common Stock is listed or admitted to unlisted trading
privileges on any exchange registered with the Securities and Exchange
Commission as a "national securities exchange" under the Securities Exchange Act
of 1934 (a "National Securities Exchange"), the last sales price of the shares
of Common Stock on the National Securities Exchange in or nearest the City of
New York on which the shares of Common Stock shall be listed or admitted to
unlisted trading privileges (or the quoted closing bid if there be no sales on
such National Securities Exchange) on the most recently completed trading day
prior to such day; or (ii) if the Common Stock is not so listed or admitted, the
closing sales price of a share of Common Stock as quoted in The Nasdaq Stock
Market on the most recently completed trading day prior to the day in question;
or (iii) if the Common Stock is not so quoted, the mean between the high and low
bid prices of the shares of Common Stock in the over-the-counter market on the
most recently completed trading day prior to the day in question as reported by
National Quotation Bureau Incorporated or similar organization.

7. Taking of Record; Stock and Warrant Transfer Books. In the case of all
dividends or other distributions by the Company to the holders of its Common
Stock with respect to which any provision of Section 4 refers to the taking of a
record of such holders, the Company will in each such case take such a record
and will take such record as of the close of business on a Business Day. The
Company will not at any time, except upon dissolution, liquidation or winding up
of the Company, close its stock transfer books or Warrant transfer books so as
to result in preventing or delaying the exercise or transfer of any Warrant.

8. Restrictions on Transferability. This Warrant was originally issued in a
transaction exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"), and neither this Warrant nor any shares
of Common Stock issuable upon the exercise hereof were then registered under the
Securities Act. Unless this Warrant or such shares were subsequently registered
under the Securities Act and sold by the holder thereof in accordance with such
registration, this Warrant or such shares, as the case may be, may not be sold
by the holder hereof or of such shares unless this Warrant or such shares is or
are subsequently registered under the Securities Act or an exemption from such


<PAGE>
registration is available. The shares of Common Stock issuable hereunder will be
an appropriate restrictive legend as is required by the Securities Act or any
state blue sky laws. The holder of this Warrant, by acceptance of this Warrant,
agrees to be bound by the provisions of this Section and represents to the
Company that it is acquiring the Warrant and the Common Stock issuable hereunder
solely for its own account, for the purpose of investment and not with a view to
distributing or selling it or any part thereof in violation of the Securities
Act, but subject, nevertheless, to any requirement of law that the disposition
of such holder's property be at all times within its control.

9. Replacement. Upon receipt of evidence reasonably satisfactory to the Company
(an affidavit of the registered holder shall be satisfactory) of the ownership
and the loss, theft, destruction or mutilation of this Warrant, and in the case
of any such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Company (provided that the holder's own agreement shall be
satisfactory), or, in the case of any such mutilation upon surrender of this
Warrant, the Company shall (at its expense) execute and deliver in lieu of this
Warrant a new warrant of like kind dated the date of such lost, stolen,
destroyed or mutilated Warrant.

10. Notice Generally. Any notice, demand or delivery pursuant to the provisions
hereof shall be sufficiently given or made if sent by first class mail, postage
prepaid, addressed to the holder of this Warrant or of the Common Stock issued
upon the exercise hereof at its last known address appearing on the books of the
Company, or, except as herein otherwise expressly provided, to the Company at
its office, 5333 Westheimer, Suite 1000, Houston, Texas 77056-5407, Attention of
the President, or such other address as shall have been furnished to the party
giving or making such notice, demand or delivery.

11. Voting Rights, Dividends. This Warrant does not grant the holder hereof any
voting rights or other rights as a stockholder of the Company. No dividends are
payable or will accrue on this Warrant or the shares purchasable hereunder
until, and except to the extent that, this Warrant is exercised.

12. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY THE LAW OF THE STATE OF
DELAWARE.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed this
____ day of September, 1995.

                          AMERICAN ECOLOGY CORPORATION

                      By:
                          ---------------------------------

                                     Name:

                                     Title:


<PAGE>
                               SUBSCRIPTION NOTICE
                 (To be executed only upon exercise of Warrant)

_____________________________, being the undersigned registered owner of this
Warrant irrevocably exercises this Warrant for and purchases __________ shares
of the Common Stock, par value $.01 per share (the "Common Stock"), of American
Ecology Corporation, constituting all or part of the shares of Common Stock
purchasable with this Warrant, and herewith makes payment therefor, all at the
price and on the terms and conditions specified in this Warrant and requests
that certificates for the shares of Common Stock hereby purchased (and any
securities or other property issuable upon such exercise) together with, if such
certificates do not represent all the shares of Common Stock purchasable with
this Warrant, a new Warrant, identical to the canceled Warrant except with
respect to the number of shares of Common Stock evidenced thereby, for the
remaining unsold shares of Common Stock, be issued in the name of and delivered
to the undersigned at the address set forth below.

Dated:
       ---------------------



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                             NAME OF WARRANT HOLDER
                      By:
                          ---------------------------------
                                     Name:
                                     Title:

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                                 STREET ADDRESS


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                               CITY STATE ZIP CODE


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</TEXT>
</DOCUMENT>
