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                                                                     EXHIBIT 4.5















                                    GUARANTEE

                       BY WASTE MANAGEMENT HOLDINGS, INC.
                   (formerly known as Waste Management, Inc.)

                             in Favor of the Holders
                          of Certain Debt Securities of

                             WASTE MANAGEMENT, INC.

                                  $400,000,000
                          6 3/8% Senior Notes due 2012



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         GUARANTEE, dated as of November 26, 2002, made by Waste Management
Holdings, Inc. (formerly known as Waste Management, Inc.), a Delaware
corporation (the "Guarantor"), in favor of the holders of the $400 million
6 3/8% Senior Notes due 2012 (the "Debt Securities") of Waste Management, Inc.
(formerly known as USA Waste Services, Inc.), a Delaware corporation (the
"Issuer").

                                   WITNESSETH:

         SECTION 1. Guarantee. (a) The Guarantor hereby unconditionally
guarantees the punctual payment when due, whether at stated maturity, by
acceleration or otherwise, of the principal of, premium, if any, and interest on
the Debt Securities (the "Obligations"), according to the terms of the Debt
Securities and as more fully described in the Indenture (as amended, modified or
otherwise supplemented from time to time, the "Indenture"), dated as of
September 10, 1997, between the Issuer, as successor to USA Waste Services,
Inc., and JPMorgan Chase Bank, as successor to Texas Commerce Bank National
Association, as trustee (the "Trustee").

         (b) It is the intention of the Guarantor that this Guarantee not
constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar federal or state law to the extent applicable to this Guarantee. To
effectuate the foregoing intention, the Obligations of the Guarantor under this
Guarantee shall be limited to the maximum amount as will, after giving effect to
such maximum amount and all other contingent and fixed liabilities of the
Guarantor (other than guarantees of the Guarantor in respect of subordinated
debt) that are relevant under such laws, result in the Obligations of the
Guarantor under this Guarantee not constituting a fraudulent transfer or
conveyance. For purposes hereof, "Bankruptcy Law" means Title 11, U.S. Code, or
any similar Federal or state law for the relief of debtors.

         SECTION 2. Guarantee Absolute. The Guarantor guarantees that the
Obligations will be paid strictly in accordance with the terms of the Indenture,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of holders of the Debt
Securities with respect thereto. The liability of the Guarantor under this
Guarantee shall be absolute and unconditional irrespective of:

                  (i) any lack of validity or enforceability of the Indenture or
         any other agreement or instrument relating thereto;

                  (ii) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Obligations, or any other
         amendment or waiver of or any consent to departure from the Indenture;

                  (iii) any exchange, release or non-perfection of any
         collateral, or any release or amendment or waiver of or consent to
         departure from any other guaranty, for all or any of the Obligations;
         or

                  (iv) any other circumstance which might otherwise constitute a
         defense available to, or a discharge of, the Issuer or a guarantor.


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         SECTION 3. Subordination. The Guarantor covenants and agrees that its
obligation to make payments of the Obligations hereunder constitutes an
unsecured obligation of the Guarantor ranking (a) pari passu with all existing
and future senior indebtedness of the Guarantor and (b) senior in right of
payment to all existing and future subordinated indebtedness of the Guarantor.

         SECTION 4. Waiver; Subrogation (a) The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of merger or bankruptcy of the Issuer, any right to require a proceeding
filed first against the Issuer, protest or notice with respect to the Debt
Securities or the indebtedness evidenced thereby and all demands whatsoever.

         (b) The Guarantor shall be subrogated to all rights of the Trustee or
the holders of any Debt Securities against the Issuer in respect of any amounts
paid to the Trustee or such holder by the Guarantor pursuant to the provisions
of this Guarantee; provided, however, that the Guarantor shall not be entitled
to enforce, or to receive any payments arising out of or based upon, such right
of subrogation until all Obligations shall have been paid in full.

         SECTION 5. No Waiver, Remedies. No failure on the part of any holder of
the Debt Securities to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right hereunder preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

         SECTION 6. Continuing Guarantee; Transfer of Interest. This Guarantee
is a continuing guaranty and shall (i) remain in full force and effect until the
earliest to occur of (A) the date, if any, on which the Guarantor shall
consolidate with or merge into the Issuer or any successor thereto, (B) the
date, if any, on which the Issuer or any successor thereto shall consolidate
with or merge into the Guarantor, (C) payment in full of the Obligations and (D)
the release by (1) the banks under the Revolving Credit Agreement dated June 29,
2001, by and among the Issuer, the Guarantor (as guarantor), Fleet National
Bank, as administrative agent, Bank of America, N.A. and J. P. Morgan and Banc
of America Securities LLC, as joint lead arrangers and joint book managers (or
under any replacement or new principal credit facility of the Issuer) of the
guarantee of the Guarantor thereunder and (2) the banks under the Revolving
Credit Agreement dated June 27, 2002, by and among the Issuer, the Guarantor (as
guarantor), Fleet National Bank, as administrative agent, Bank of America, N.A.
and J.P. Morgan Chase Bank, J.P. Morgan Securities Inc. and Banc of America
Securities LLC, as joint lead arrangers and joint book managers (or under any
replacement or new principal credit facility of the Issuer) of the guarantee of
the Guarantor thereunder, (ii) be binding upon the Guarantor, its successors and
assigns, and (iii) inure to the benefit of and be enforceable by any holder of
Debt Securities, the Trustee, and by their respective successors, transferees,
and assigns.

         SECTION 7. Reinstatement. This Guarantee shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of the
Obligations is rescinded or must otherwise be returned by any holder of the Debt
Securities or the Trustee upon the insolvency, bankruptcy or reorganization of
the Issuer or otherwise, all as though such payment had not been made.

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         SECTION 8. Amendment. The Guarantor may amend this Guarantee at any
time for any purpose without the consent of the Trustee or any holder of the
Debt Securities; provided, however, that if such amendment adversely affects the
rights of the Trustee or any holder of the Debt Securities, the prior written
consent of the Trustee shall be required.

         SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS.








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         IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.

                                        WASTE MANAGEMENT HOLDINGS, INC.,
                                        formerly known as Waste Management, Inc.


                                        By: /s/ David P. Steiner
                                            ------------------------------------
                                             David P. Steiner
                                             Vice President and Secretary


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