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                                                                    EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into on
this 6th day of May, 2002 by and between Waste Management, Inc. (the "Company"),
and David Steiner (the "Executive").

         1. EMPLOYMENT AND TERMINATION OF PREVIOUS EMPLOYMENT AGREEMENT.

         The Company shall employ Executive, and Executive shall be employed by
the Company upon the terms and subject to the conditions set forth in this
Agreement.

         The Company and Executive hereby agree that the certain Employment
Agreement between the two parties dated on or about November 3, 2000 is
terminated, and any and all obligations of the Company and Executive created
thereunder, whether express or implied, shall be null and void and of no further
force or effect, and that the only continuing rights, obligations, and duties
between the Company and Executive shall be those expressly set forth in this
Agreement.

         2. TERM OF EMPLOYMENT.

         The period of Executive's employment under this Agreement shall
commence on July 12, 2001 ("Employment Date"), and shall continue for a period
of two (2) years thereafter, and shall automatically be renewed for successive
one (1) year periods thereafter, unless Executive's employment is terminated in
accordance with Section 5 below. The period during which Executive is employed
hereunder shall be referred to as the "Employment Period."

         3. DUTIES AND RESPONSIBILITIES.

         (a) Executive shall serve as the Company's Senior Vice-President,
General Counsel, and Corporate Secretary. In such capacity, Executive shall
perform such duties and have the power, authority, and functions commensurate
with such position in similarly-sized public companies, and have and possess
such other authority and functions consistent with such position as may be
assigned to Executive from time to time by the Chief Executive Officer,
President, Chief Administrative Officer, or the Board of Directors.

         (b) Executive shall devote substantially all of his working time,
attention and energies to the business of the Company, and its affiliated
entities. Executive may make and manage his personal investments (provided such
investments in other activities do not violate, in any material respect, the
provisions of Section 8 of this Agreement), be involved in charitable and
professional activities, and, with the prior written consent of the Board of
Directors, serve on boards of other for profit entities, provided such
activities do not materially interfere with the performance of his duties
hereunder.

         4. COMPENSATION AND BENEFITS.

         (a) BASE SALARY. During the Employment Period, the Company shall pay
Executive a base salary at the annual rate of Three Hundred Twenty Thousand and
00/100ths Dollars


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($320,000.00) per year, or such higher rate as may be determined from time to
time by the Company ("Base Salary"). Such Base Salary shall be paid in
accordance with the Company's standard payroll practice for its executive
officers. Once increased, Base Salary shall not be reduced.

         (b) ANNUAL BONUS. During the Employment Period, Executive will be
entitled to participate in an annual incentive compensation plan of the Company.
The Executive's target annual bonus will be seventy-five percent (75%) of his
Base Salary in effect for such year (the "Target Bonus"), and his actual annual
bonus may range from 0% to 150% (two times Target Bonus), and will be determined
based upon (i) the achievement of certain corporate performance goals, as may be
established and approved by from time to time by the Compensation Committee of
the Board of Directors, and be (ii) the achievement of personal performance
goals as may be established by the Company's Chief Executive Officer.

         (c) STOCK OPTIONS. Effective the Employment Date, Executive shall be
granted a stock option for Seventy Thousand (70,000) shares of common stock of
Waste Management, Inc., with one-fourth (1/4) of such options vesting on each of
the next four (4) anniversaries of the Employment Date, subject to the approval
of the Compensation Committee of the Board of Directors. The exercise price
shall be the fair market value on the date of grant of the option. The award,
vesting, and exercise of all options shall be subject to and governed by the
provisions of the applicable Waste Management, Inc. Stock Incentive Plan.
Executive shall be eligible to considered for additional stock option grants
under the Company's annual stock option award program as administered by, and at
the discretion of, the Compensation Committee of the Board of Directors.

         (d) BENEFIT PLANS AND VACATION. Subject to the terms of such plans,
Executive shall be eligible to participate in or receive benefits under any
pension plan, profit sharing plan, salary deferral plan, medical and dental
benefits plan, life insurance plan, short-term and long-term disability plans,
or any other health, welfare or fringe benefit plan, generally made available by
the Company to similarly-situated executive employees. The Company shall not be
obligated to institute, maintain, or refrain from changing, amending, or
discontinuing any benefit plan, or perquisite, so long as such changes are
similarly applicable to similarly-situated employees generally.

         During the Employment Period, Executive shall be entitled to vacation
each year in accordance with the Company's policies in effect from time to time,
but in no event less than four (4) weeks paid vacation per calendar year.

         (e) EXPENSE REIMBURSEMENT. The Company shall promptly reimburse
Executive for the ordinary and necessary business expenses incurred by Executive
in the performance of the duties hereunder in accordance with the Company's
customary practices applicable to its executive officers.

         (f) OTHER PERQUISITES. Executive shall be entitled to all perquisites
provided to Senior Vice Presidents of the Company as approved by the
Compensation Committee of the Board of Directors, and as they may exist from
time to time, including the following:


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                    1. Automobile allowance in the amount of One Thousand
Dollars ($1,000.00) per month;

                    2. Financial planning services at actual cost, and not to
exceed Ten Thousand Dollars ($10,000.00) annually;

                    3. Club dues and assessments at actual cost, and not to
exceed Twelve Thousand Dollars ($12,000.00) annually; and

                    4. An annual physical examination on a program designated by
the Company.

         5. TERMINATION OF EMPLOYMENT.

         Executive's employment hereunder may be terminated during the
Employment Period under the following circumstances:

         (a) DEATH. Executive's employment hereunder shall terminate upon
Executive's death.

         (b) TOTAL DISABILITY. The Company may terminate Executive's employment
hereunder upon Executive becoming "Totally Disabled." For purposes of this
Agreement, Executive shall be considered "Totally Disabled" if Executive has
been physically or mentally incapacitated so as to render Executive incapable of
performing the essential functions of Executive's position with or without
reasonable accommodation. Executive's receipt of disability benefits under the
Company's long-term disability plan or receipt of Social Security disability
benefits shall be deemed conclusive evidence of Total Disability for purpose of
this Agreement; provided, however, that in the absence of Executive's receipt of
such long-term disability benefits or Social Security benefits, the Company's
Board of Directors may, in its reasonable discretion (but based upon appropriate
medical evidence), determine that Executive is Totally Disabled.

         (c) TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate
Executive's employment hereunder for "Cause" at any time after providing a
Notice of Termination for Cause to Executive.

          (i)  For purposes of this Agreement, the term "Cause" means any of the
               following: (A) willful or deliberate and continual refusal to
               perform Executive's employment duties reasonably requested by the
               Company after receipt of written notice to Executive of such
               failure to perform, specifying such failure (other than as a
               result of Executive's sickness, illness or injury) and Executive
               fails to cure such nonperformance within ten (10) days of receipt
               of said written notice; (B) breach of any statutory or common law
               duty of loyalty to the Company; (C) has been convicted of, or
               pleaded nolo contendre to, any felony; (D) willfully or
               intentionally caused material injury to the Company, its
               property, or its assets; (E) disclosed to unauthorized person(s)
               proprietary or confidential information of the Company; or (F)
               breach of any of the covenants set forth in Section 8 hereof.




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          (ii) For purposes of this Agreement, the phrase "Notice of Termination
               for Cause" shall mean a written notice that shall indicate the
               specific termination provision in Section 5(c)(i) relied upon,
               and shall set forth in reasonable detail the facts and
               circumstances which provide the basis for termination for Cause.
               Further, a Notification of Termination for Cause shall be
               required to include a copy of a resolution duly adopted by at
               least two-thirds (2/3) of the entire membership of the Board of
               Directors at a meeting of the Board which was called for the
               purpose of considering such employment termination, and at which
               Executive and his representative had the right to attend and
               address the Board, finding that, in the good faith belief of the
               Board, Executive engaged in conduct set forth in Section 5(c)(i)
               herein and specifying the particulars thereof in reasonable
               detail. The date of termination for Cause shall be the date
               indicated in the Notice of Termination for Cause. Any purported
               termination for Cause which is held by an arbitrator not to have
               been based on the grounds set forth in this Agreement or not to
               have followed the procedures set forth in this Agreement shall be
               deemed a termination by the Company without Cause.

         (d) VOLUNTARY TERMINATION BY EXECUTIVE. Executive may terminate his
employment hereunder with or without Good Reason at any time upon written notice
to the Company.

          (i)  A termination for "Good Reason" means a resignation of employment
               by Executive by written notice ("Notice of Termination for Good
               Reason") given to the Company's Chief Executive Officer within
               ninety (90) days after the occurrence of the Good Reason event,
               unless such circumstances are substantially corrected prior to
               the date of termination specified in the Notice of Termination
               for Good Reason. For purposes of this Agreement, "Good Reason"
               shall mean the occurrence or failure to cause the occurrence, as
               the case may be, without Executive's express written consent, of
               any of the following circumstances: (A) the Company substantially
               changes Executive's core duties or removes Executive's
               responsibility for those core duties, so as to effectively cause
               Executive to no longer be performing the duties of his position
               (except in each case in connection with the termination of
               Executive's employment for Cause or Total Disability or as a
               result of Executive's death, or temporarily as a result of
               Executive's illness or other absence); provided that if the
               Company becomes a fifty percent or more subsidiary of any other
               entity, Executive shall be deemed to have a substantial change in
               the core duties of his position unless he is also Senior
               Vice-President of the ultimate parent entity; (B) removal or the
               non-reelection of the Executive from the officer position with
               the Company specified herein, or removal of the Executive from
               any of his then officer positions; (C) any material breach by the
               Company of any provision of this Agreement, including without
               limitation Section 10 hereof; or (D) failure of any successor to
               the Company (whether direct or indirect and whether by merger,
               acquisition, consolidation or otherwise) to assume in a writing
               delivered to Executive upon the assignee becoming such, the
               obligations of the Company hereunder; or (E) the reassignment of
               Executive to a geographic location more than fifty (50) miles
               from his current business office location.



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          (ii) A "Notice of Termination for Good Reason" shall mean a notice
               that shall indicate the specific termination provision relied
               upon and shall set forth in reasonable detail the facts and
               circumstances claimed to provide a basis for Termination for Good
               Reason. The failure by Executive to set forth in the Notice of
               Termination for Good Reason any facts or circumstances which
               contribute to the showing of Good Reason shall not waive any
               right of Executive hereunder or preclude Executive from asserting
               such fact or circumstance in enforcing his rights hereunder. The
               Notice of Termination for Good Reason shall provide for a date of
               termination not less than ten (10) nor more than sixty (60) days
               after the date such Notice of Termination for Good Reason is
               given, provided that in the case of the events set forth in
               Sections 5(d)(i)(A) or (B), the date may be five (5) business
               days after the giving of such notice.

         (e) TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may terminate
Executive's employment hereunder without Cause at any time upon written notice
to Executive.

         (f) EFFECT OF TERMINATION. Upon any termination of employment for any
reason, Executive shall immediately resign from all Board memberships and other
positions with the Company or any of its subsidiaries held by him at such time.

         6. COMPENSATION FOLLOWING TERMINATION OF EMPLOYMENT.

         In the event that Executive's employment hereunder is terminated,
Executive shall be entitled to the following compensation and benefits upon such
termination:

         (a) TERMINATION BY REASON OF DEATH. In the event that Executive's
employment is terminated by reason of Executive's death, the Company shall pay
the following amounts to Executive's beneficiary or estate:

          (i)   Any accrued but unpaid Base Salary for services rendered to the
                date of death, any accrued but unpaid expenses required to be
                reimbursed under this Agreement, any vacation accrued to the
                date of termination, any earned but unpaid bonuses for any prior
                period, and, to the extent not otherwise paid, a pro-rata bonus
                or incentive compensation payment to the extent payments are
                awarded to senior executives of the Company and paid at the same
                time as senior executives are paid.

          (ii)  Any benefits to which Executive may be entitled pursuant to the
                plans, policies and arrangements (including those referred to in
                Section 4(d) hereof), as determined and paid in accordance with
                the terms of such plans, policies and arrangements.

          (iii) An amount equal to the Base Salary (at the rate in effect as of
                the date of Executive's death) which would have been payable to
                Executive if Executive had continued in employment for two
                additional years. Said payments will be paid to Executive's
                estate or beneficiary at the same time and in the same manner as
                such

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                compensation would have been paid if Executive had remained in
                active employment.

          (iv)  As of the date of termination by reason of Executive's death,
                stock options previously awarded to Executive as of the date of
                death shall be fully vested, and Executive's estate or
                beneficiary shall have up to one (1) year from the date of death
                to exercise all such previously-awarded options, provided that
                in no event will any option be exercisable beyond its term. No
                stock options contemplated by this Agreement, but not yet
                awarded to Executive as of the time of his death, shall be
                granted.

         (b) TERMINATION BY REASON OF TOTAL DISABILITY. In the event that
Executive's employment is terminated by reason of Executive's Total Disability
as determined in accordance with Section 5(b), the Company shall pay the
following amounts to Executive:

          (i)   Any accrued but unpaid Base Salary for services rendered to the
                date of termination, any accrued but unpaid expenses required to
                be reimbursed under this Agreement, any vacation accrued to the
                date of termination, and any earned but unpaid bonuses for any
                prior period. Executive shall also be eligible for a pro-rata
                bonus or incentive compensation payment to the extent such
                awards are made to senior executives of the Company for the
                year in which Executive is terminated, and to the extent not
                otherwise paid to the Executive.

          (ii)  Any benefits to which Executive may be entitled pursuant to the
                plans, policies and arrangements (including those referred to in
                Section 4(d) hereof) shall be determined and paid in accordance
                with the terms of such plans, policies and arrangements.

          (iii) An amount equal to the Base Salary (at the rate in effect as of
                the date of Executive's Total Disability) which would have been
                payable to Executive if Executive had continued in active
                employment for two years following termination of employment,
                less any payments under any long-term disability plan or
                arrangement paid for by the Company. Payment shall be made at
                the same time and in the same manner as such compensation would
                have been paid if Executive had remained in active employment
                until the end of such period.

          (iv)  As of the date of termination by reason of Executive's Total
                Disability, stock options previously awarded to Executive as of
                the date of termination shall be fully vested, and Executive or
                his legal guardian shall have up to one (1) year from the date
                of death to exercise all such previously-awarded options,
                provided that in no event will any option be exercisable beyond
                its term. No stock options contemplated by this Agreement, but
                not yet awarded to Executive as of the time of his employment
                termination, shall be granted.

         (c) TERMINATION FOR CAUSE. In the event that Executive's employment is
terminated by the Company for Cause, the Company shall pay the following amounts
to Executive:

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          (i)   Any accrued but unpaid Base Salary for services rendered to the
                date of termination, any accrued but unpaid expenses required to
                be reimbursed under this Agreement, any vacation accrued to the
                date of termination, and any earned but unpaid bonuses for any
                prior period.

          (ii)  Any benefits to which Executive may be entitled pursuant to the
                plans, policies and arrangements (including those referred to in
                Section 4(d) hereof up to the date of termination) shall be
                determined and paid in accordance with the terms of such plans,
                policies and arrangements.

          (iii) All options, whether vested or not vested prior to the date of
                such termination of employment, shall be automatically cancelled
                on the date of employment termination. However, it is expressly
                understood and agreed that Executive would have no obligation to
                repay or otherwise reimburse the Company for funds received as a
                result of Executive's having exercised any previously-vested
                stock options prior to his employment termination.

         (d) VOLUNTARY TERMINATION BY EXECUTIVE. In the event that Executive
voluntarily terminates employment other than for Good Reason, the Company shall
pay the following amounts to Executive:

          (i)   Any accrued but unpaid Base Salary for services rendered to the
                date of termination, any accrued but unpaid expenses required to
                be reimbursed under this Agreement, any vacation accrued to the
                date of termination, and any earned but unpaid bonuses for any
                prior period.

          (ii)  Any benefits to which Executive may be entitled pursuant to the
                plans, policies and arrangements (including those referred to in
                Section 4(d) hereof up to the date of termination) shall be
                determined and paid in accordance with the terms of such plans,
                policies and arrangements.

          (iii) Any stock options that have not vested prior to the date of such
                termination of employment shall be automatically cancelled as of
                that date, and Executive shall have ninety (90) days following
                the date of termination of employment to exercise any previously
                vested options; provided that in no event will any option be
                exercisable beyond its term. No stock options contemplated by
                this Agreement, but not yet awarded to Executive as of the time
                of his employment termination, shall be granted.

         (e) TERMINATION BY THE COMPANY WITHOUT CAUSE; TERMINATION BY EXECUTIVE
FOR GOOD REASON. In the event that Executive's employment is terminated by the
Company for reasons other than death, Total Disability or Cause, or Executive
terminates his employment for Good Reason, the Company shall pay the following
amounts to Executive:

          (i)   Any accrued but unpaid Base Salary for services rendered to the
                date of termination, any accrued but unpaid expenses required to
                be reimbursed under

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                this Agreement, any vacation accrued to the date of termination,
                and any earned but unpaid bonuses for any prior period.

          (ii)  Any benefits to which Executive may be entitled pursuant to the
                plans, policies and arrangements referred to in Section 4(d)
                hereof shall be determined and paid in accordance with the terms
                of such plans, policies and arrangements.

          (iii) An amount equal to two times the sum of Executive's Base Salary
                plus his Target Annual Bonus (in each case as then in effect),
                of which one-half shall be paid in a lump sum within ten (10)
                days after such termination and one-half shall be paid during
                the two (2) year period beginning on the date of Executive's
                termination and shall be paid at the same time and in the same
                manner as Base Salary would have been paid if Executive had
                remained in active employment until the end of such period.

          (iv)  The Company at its expense will continue for Executive and
                Executive's spouse and dependents, all health benefit plans,
                programs or arrangements, whether group or individual,
                disability, and other benefit plans, in which Executive was
                entitled to participate at any time during the twelve-month
                period prior to the date of termination, until the earliest to
                occur of (A) two years after the date of termination; (B)
                Executive's death (provided that benefits provided to
                Executive's spouse and dependents shall not terminate upon
                Executive's death); or (C) with respect to any particular plan,
                program or arrangement, the date Executive becomes eligible to
                participate in a comparable benefit provided by a subsequent
                employer. In the event that Executive's continued participation
                in any such Company plan, program, or arrangement is prohibited,
                the Company will arrange to provide Executive with benefits
                substantially similar to those which Executive would have been
                entitled to receive under such plan, program, or arrangement,
                for such period on a basis which provides Executive with no
                additional after tax cost.

          (v)   Executive shall be eligible for a bonus or incentive
                compensation payment, at the same time, on the same basis, and
                to the same extent payments are made to senior executives of
                the Company, pro-rated for the fiscal year in which the
                Executive is terminated.

          (vi)  Executive shall continue to vest in all stock option awards or
                restricted stock awards over the two (2) year period commencing
                on the date of such termination. Executive shall have two (2)
                years and six (6) months after the date of termination to
                exercise all options to the extent then vested, provided that in
                no event may any option be exercisable beyond its term.

         (f) NO OTHER BENEFITS OR COMPENSATION. Except as may be provided under
this Agreement, under the terms of any incentive compensation, employee benefit,
or fringe benefit plan applicable to Executive at the time of Executive's
termination or resignation of employment, Executive shall have no right to
receive any other compensation, or to participate in any other plan, arrangement
or benefit, with respect to future periods after such termination or
resignation.

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         (g) NO MITIGATION; NO SET-OFF. In the event of any termination of
employment hereunder, Executive shall be under no obligation to seek other
employment, and there shall be no offset against any amounts due Executive under
this Agreement on account of any remuneration attributable to any subsequent
employment that Executive may obtain. The amounts payable hereunder shall not be
subject to setoff, counterclaim, recoupment, defense or other right which the
Company may have against the Executive or others, except upon obtaining by the
Company of a final non-appealable judgment against Executive.

         7. RESIGNATION BY EXECUTIVE FOR GOOD REASON AND COMPENSATION PAYABLE
FOLLOWING CHANGE IN CONTROL.

         (a) RESIGNATION FOR GOOD REASON FOLLOWING CHANGE IN CONTROL. In the
event a "Change in Control" occurs and Executive terminates his employment for
Good Reason thereafter, or the Company terminates Executive's employment other
than for Cause, or such termination for Good Reason or without Cause occurs in
contemplation of such Change in Control (any termination within six (6) months
prior to such Change in Control being presumed to be in contemplation unless
rebutted by clear and demonstrable evidence to the contrary), the Company shall
pay the following amounts to Executive:

          (i)   The payments and benefits provided for in Section 6(e), except
                that (A) the amount and period with respect to which severance
                is calculated pursuant to Section 6(e)(iii) will be three (3)
                years and the amount shall be paid in a lump-sum and (B) the
                benefit continuation period in Section 6(e)(iv) shall be for
                three (3) years.

          (ii)  In lieu of Section 6(e)(v), Executive will be 100% vested in all
                benefits, awards, and grants (including stock option grants and
                stock awards, all of such stock options exercisable for three
                (3) years following Termination, provided that in no event will
                any option be exercisable beyond its term) accrued but unpaid
                as of the date of termination under any non-qualified pension
                plan, supplemental and/or incentive compensation or bonus plans,
                in which Executive was a participant as of the date of
                termination. Executive shall also receive a bonus or incentive
                compensation payment (the "bonus payment"), payable at 100% of
                the maximum bonus available to Executive, pro-rated as of the
                effective date of the termination. The bonus payment shall be
                payable within five (5) days after the effective date of
                Executive's termination. Except as may be provided under this
                Section 7 or under the terms of any incentive compensation,
                employee benefit, or fringe benefit plan applicable to Executive
                at the time of Executive's termination of employment, Executive
                shall have no right to receive any other compensation, or to
                participate in any other plan, arrangement or benefit, with
                respect to future periods after such resignation or termination.

         (b) CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

          (i)   In the event that the Executive shall become entitled to
                payments and/or benefits provided by this Agreement or any
                other amounts in the "nature of compensation"

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                (whether pursuant to the terms of this Agreement or any other
                plan, arrangement or agreement with the Company, any person
                whose actions result in a change of ownership or effective
                control covered by Section 280G(b)(2) of the Code or any
                person affiliated with the Company or such person) as a result
                of such change in ownership or effective control (collectively
                the "Company Payments"), and such Company Payments will be
                subject to the tax (the "Excise Tax") imposed by Section 4999
                of the Code (and any similar tax that may hereafter be imposed
                by any taxing authority) the Company shall pay to the
                Executive at the time specified in subsection (iv) below an
                additional amount (the "Gross-up Payment") such that the net
                amount retained by the Executive, after deduction of any
                Excise Tax on the Company Payments and any U.S. federal,
                state, and for local income or payroll tax upon the Gross-up
                Payment provided for by this Section 7(b), but before
                deduction for any U.S. federal, state, and local income or
                payroll tax on the Company Payments, shall be equal to the
                Company Payments.

          (ii)  For purposes of determining whether any of the Company
                Payments and Gross-up Payments (collectively the "Total
                Payments") will be subject to the Excise Tax and the amount of
                such Excise Tax, (x) the Total Payments shall be treated as
                "parachute payments" within the meaning of Section 280G(b)(2)
                of the Code, and all "parachute payments" in excess of the
                "base amount" (as defined under Code Section 280G[b][3] of the
                Code) shall be treated as subject to the Excise Tax, unless
                and except to the extent that, in the opinion of the Company's
                independent certified public accountants appointed prior to
                any change in ownership (as defined under Code Section
                280G[b][2]) or tax counsel selected by such accountants (the
                "Accountants") such Total Payments (in whole or in part)
                either do not constitute "parachute payments," represent
                reasonable compensation for services actually rendered within
                the meaning of Section 280G(b)(4) of the Code in excess of the
                "base amount" or are otherwise not subject to the Excise Tax,
                and (y) the value of any non-cash benefits or any deferred
                payment or benefit shall be determined by the Accountants in
                accordance with the principles of Section 280G of the Code.

          (iii) For purposes of determining the amount of the Gross-up
                Payment, the Executive shall be deemed to pay U.S. federal
                income taxes at the highest marginal rate of U.S. federal
                income taxation in the calendar year in which the Gross-up
                Payment is to be made and state and local income taxes at the
                highest marginal rate of taxation in the state and locality of
                the Executive's residence for the calendar year in which the
                Company Payment is to be made, net of the maximum reduction in
                U.S. federal income taxes which could be obtained from
                deduction of such state and local taxes if paid in such year.
                In the event that the Excise Tax is subsequently determined by
                the Accountants to be less than the amount taken into account
                hereunder at the time the Gross-up Payment is made, the
                Executive shall repay to the Company, at the time that the
                amount of such reduction in Excise Tax is finally determined,
                the portion of the prior Gross-up Payment attributable to such
                reduction (plus the portion of the Gross-up Payment
                attributable to the Excise Tax and U.S. federal, state and
                local income tax imposed on the portion of the Gross-up
                Payment being repaid by the Executive if such repayment
                results in

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                a reduction in Excise Tax or a U.S. federal, state and local
                income tax deduction), plus interest on the amount of such
                repayment at the rate provided in Section 1274(b)(2)(B) of the
                Code. Notwithstanding the foregoing, in the event any portion
                of the Gross-up Payment to be refunded to the Company has been
                paid to any U.S. federal, state and local tax authority,
                repayment thereof (and related amounts) shall not be required
                until actual refund or credit of such portion has been made to
                the Executive, and interest payable to the Company shall not
                exceed the interest received or credited to the Executive by
                such tax authority for the period it held such portion. The
                Executive and the Company shall mutually agree upon the course
                of action to be pursued (and the method of allocating the
                expense thereof) if the Executive's claim for refund or credit
                is denied.

                In the event that the Excise Tax is later determined by the
                Accountant or the Internal Revenue Service to exceed the
                amount taken into account hereunder at the time the Gross-up
                Payment is made (including by reason of any payment the
                existence or amount of which cannot be determined at the time
                of the Gross-up Payment), the Company shall make an additional
                Gross-up Payment in respect of such excess (plus any interest
                or penalties payable with respect to such excess) at the time
                that the amount of such excess is finally determined.

          (iv)  The Gross-up Payment or portion thereof provided for in
                subsection (iii) above shall be paid not later than the
                thirtieth (30th) day following an event occurring which
                subjects the Executive to the Excise Tax; provided, however,
                that if the amount of such Gross-up Payment or portion thereof
                cannot be finally determined on or before such day, the
                Company shall pay to the Executive on such day an estimate, as
                determined in good faith by the Accountant, of the minimum
                amount of such payments and shall pay the remainder of such
                payments (together with interest at the rate provided in
                Section 1274(b)(2)(B) of the Code), subject to further
                payments pursuant to subsection (iii) hereof, as soon as the
                amount thereof can reasonably be determined, but in no event
                later than the ninetieth day after the occurrence of the event
                subjecting the Executive to the Excise Tax. In the event that
                the amount of the estimated payments exceeds the amount
                subsequently determined to have been due, such excess shall
                constitute a loan by the Company to the Executive, payable on
                the fifth day after demand by the Company (together with
                interest at the rate provided in Section 1274(b)(2)(B) of the
                Code).

          (v)   In the event of any controversy with the Internal Revenue
                Service (or other taxing authority) with regard to the Excise
                Tax, the Executive shall permit the Company to control issues
                related to the Excise Tax (at its expense), provided that such
                issues do not potentially materially adversely affect the
                Executive, but the Executive shall control any other issues.
                In the event the issues are interrelated, the Executive and
                the Company shall in good faith cooperate so as not to
                jeopardize resolution of either issue, but if the parties
                cannot agree the Executive shall make the final determination
                with regard to the issues. In the event of any conference with
                any taxing authority as to the Excise Tax or associated income
                taxes, the Executive shall permit the representative of the
                Company to accompany the Executive, and the Executive and the
                Executive's representative shall cooperate with the Company
                and its representative.

                                       11

<PAGE>

          (vi)  The Company shall be responsible for all charges of the
                Accountant.

          (vii) The Company and the Executive shall promptly deliver to each
                other copies of any written communications, and summaries of
                any verbal communications, with any taxing authority regarding
                the Excise Tax covered by this Section 7(b).

         (c) CHANGE IN CONTROL. For purposes of this Agreement, "Change in
Control" means the occurrence of any of the following events:

          (i)   any Person is or becomes the Beneficial Owner, directly or
                indirectly, of securities of the Company (not including in the
                securities beneficially owned by such person any securities
                acquired directly from the Company or its Affiliates)
                representing twenty-five percent (25%) or more of the combined
                voting power of the Company's then outstanding voting
                securities;

          (ii)  the following individuals cease for any reason to constitute a
                majority of the number of directors then serving: individuals
                who, on the Employment Date, constitute the Board and any new
                director (other than a director whose initial assumption of
                office is in connection with an actual or threatened election
                contest, including but not limited to a consent solicitation,
                relating to the election of directors of the Company) whose
                appointment or election by the Board or nomination for
                election by the Company's stockholders was approved or
                recommended by a vote of the at least two-thirds (2/3rds) of
                the directors then still in office who either were directors
                on the Employment Date or whose appointment, election or
                nomination for election was previously so approved or
                recommended;

          (iii) there is a consummated merger or consolidation of the Company
                or any direct or indirect subsidiary of the Company with any
                other corporation, other than (A) a merger or consolidation
                which would result in the voting securities of the Company
                outstanding immediately prior thereto continuing to represent
                (either by remaining outstanding or by being converted into
                voting securities of the surviving or parent entity) more than
                fifty percent (50%) of the combined voting power of the voting
                securities of the Company or such surviving or parent entity
                outstanding immediately after such merger or consolidation or
                (B) a merger or consolidation effected to implement a
                recapitalization of the Company (or similar transaction) in
                which no Person, directly or indirectly, acquired twenty-five
                percent (25%) or more of the combined voting power of the
                Company's then outstanding securities (not including in the
                securities beneficially owned by such person any securities
                acquired directly from the Company or its Affiliates); or

          (iv)  the stock holders of the Company approve a plan of complete
                liquidation of the Company or there is consummated an
                agreement for the sale or disposition by the Company of all or
                substantially all of the Company's assets (or any transaction
                having a similar effect), other than a sale or disposition by
                the Company of all or

                                       12

<PAGE>

                substantially all of the Company's assets to an entity, at
                least fifty percent (50%) of the combined voting power of the
                voting securities of which are owned by stockholders of the
                Company in substantially the same proportions as their
                ownership of the Company immediately prior to such sale.

         For purposes of this Section 7(c), the following terms shall have the
following meanings:

                      (i) "Affiliate" shall mean an affiliate of the Company,
                as defined in Rule 12b-2 promulgated under Section 12 of the
                Securities Exchange Act of 1934, as amended from time to time
                (the "Exchange Act");

                      (ii) "Beneficial Owner" shall have the meaning set forth
                in Rule 13d-3 under the Exchange Act;

                      (iii) "Person" shall have the meaning set forth in
                Section 3(a)(9) of the Exchange Act, as modified and used in
                Sections 13(d) and 14(d) thereof, except that such term shall
                not include (1) the Company, (2) a trustee or other fiduciary
                holding securities under an employee benefit plan of the
                Company, (3) an underwriter temporarily holding securities
                pursuant to an offering of such securities or (4) a
                corporation owned, directly or indirectly, by the stockholders
                of the Company in substantially the same proportions as their
                ownership of shares of Common Stock of the Company.

         8. COVENANTS

         (a) COMPANY PROPERTY. All written materials, records, data, and other
documents prepared or possessed by Executive during Executive's employment with
the Company are the Company's property. All information, ideas, concepts,
improvements, discoveries, and inventions that are conceived, made, developed,
or acquired by Executive individually or in conjunction with others during
Executive's employment (whether during business hours and whether on the
Company's premises or otherwise) which relate to the Company's business,
products, or services are the Company's sole and exclusive property. All
memoranda, notes, records, files, correspondence, drawings, manuals, models,
specifications, computer programs, maps, and all other documents, data, or
materials of any type embodying such information, ideas, concepts, improvements,
discoveries, and inventions are the Company's property. At the termination of
Executive's employment with the Company for any reason, Executive shall return
all of the Company's documents, data, or other Company property to the Company.

         (b) CONFIDENTIAL INFORMATION; NON-DISCLOSURE. Executive acknowledges
that the business of the Company is highly competitive and that the Company has
agreed to provide and immediately will provide Executive with access to
"Confidential Information" relating to the business of the Company and its
affiliates.

         For purposes of this Agreement, "Confidential Information" means and
includes the Company's confidential and/or proprietary information and/or trade
secrets that have been developed or used and/or will be developed and that
cannot be obtained readily by third parties from outside sources. Confidential
Information includes, by way of example and without


                                       13

<PAGE>

limitation, the following information regarding customers, employees,
contractors, and the industry not generally known to the public; strategies,
methods, books, records, and documents; technical information concerning
products, equipment, services, and processes; procurement procedures and pricing
techniques; the names of and other information concerning customers, investors,
and business affiliates (such as contact name, service provided, pricing for
that customer, type and amount of services used, credit and financial data,
and/or other information relating to the Company's relationship with that
customer); pricing strategies and price curves; positions, plans, and strategies
for expansion or acquisitions; budgets; customer lists; research; weather data;
financial and sales data; trading methodologies and terms; evaluations,
opinions, and interpretations of information and data; marketing and
merchandising techniques; prospective customers' names and marks; grids and
maps; electronic databases; models; specifications; computer programs; internal
business records; contracts benefiting or obligating the Company; bids or
proposals submitted to any third party; technologies and methods; training
methods and training processes; organizational structure; personnel information,
including salaries of personnel; payment amounts or rates paid to consultants or
other service providers; and other such confidential or proprietary information.
Information need not qualify as a trade secret to be protected as Confidential
Information under this Agreement, and the authorized and controlled disclosure
of Confidential Information to authorized parties by Company in the pursuit of
its business will not cause the information to lose its protected status under
this Agreement. Executive acknowledges that this Confidential Information
constitutes a valuable, special, and unique asset used by the Company or its
affiliates in their businesses to obtain a competitive advantage over their
competitors. Executive further acknowledges that protection of such Confidential
Information against unauthorized disclosure and use is of critical importance to
the Company and its affiliates in maintaining their competitive position.

         Executive also will have access to, or knowledge of, Confidential
Information of third parties, such as actual and potential customers, suppliers,
partners, joint venturers, investors, financing sources, and the like, of the
Company and its affiliates.

         The Company also agrees to provide Executive with one or more of the
following: access to Confidential Information; specialized training regarding
the Company's methodologies and business strategies, and/or support in the
development of goodwill such as introductions, information and reimbursement of
customer development expenses consistent with Company policy. The foregoing is
not contingent on continued employment, but is contingent upon Executive's use
of the Confidential Information access, specialized training, and goodwill
support provided by Company for the exclusive benefit of the Company and upon
Executive's full compliance with the restrictions on Executive's conduct
provided for in this Agreement.

         In addition to the requirements set forth in Section 5(c)(i), Executive
agrees that Executive will not after Executive's employment with the Company,
make any unauthorized disclosure of any then Confidential Information or
specialized training of the Company or its affiliates, or make any use thereof,
except in the carrying out of his employment responsibilities hereunder.
Executive also agrees to preserve and protect the confidentiality of third party
Confidential Information to the same extent, and on the same basis, as the
Company's Confidential Information.

                                       14

<PAGE>

         (c) UNFAIR COMPETITION RESTRICTIONS. Upon Executive's Employment Date,
the Company agrees to and shall provide Executive with immediate access to
Confidential Information. Ancillary to the rights provided to Executive
following employment termination, the Company's provision of Confidential
Information, specialized training, and/or goodwill support to Executive, and
Executive's agreements, regarding the use of same, and in order to protect the
value of the above-referenced stock options, training, goodwill support and/or
the Confidential Information described above, the Company and Executive agree to
the following provisions against unfair competition. Executive agrees that for a
period of two (2) years following the termination of employment for any reason
("Restricted Term"), Executive will not, directly or indirectly, for Executive
or for others, anywhere in the United States (including all parishes in
Louisiana) (the "Restricted Area") do the following, unless expressly authorized
to do so in writing by the Chief Executive Officer of the Company:

                  Engage in, or assist any person, entity, or business engaged
                  in, the selling or providing of products or services that
                  would displace the products or services that (i) the Company
                  is currently in the business of providing and was in the
                  business of providing, or was planning to be in the business
                  of providing, at the time Executive was employed with the
                  Company, and (ii) that Executive had involvement in or
                  received Confidential Information about in the course of
                  employment; the foregoing is expressly understood to include,
                  without limitation, the business of the collection, transfer,
                  recycling and resource recovery, or disposal of solid waste,
                  including the operation of waste-to-energy facilities.

         It is further agreed that during the Restricted Term, Executive cannot
engage in any of the enumerated prohibited activities in the Restricted Area by
means of telephone, telecommunications, satellite communications,
correspondence, or other contact from outside the Restricted Area. Executive
further understands that the foregoing restrictions may limit his ability to
engage in certain businesses during the Restricted Term, but acknowledges that
these restrictions are necessary to protect the Confidential Information the
Company has provided to Executive.

         A failure to comply with the foregoing restrictions will create a
presumption that Executive is engaging in unfair competition. Executive agrees
that this Section defining unfair competition with the Company does not prevent
Executive from using and offering the skills that Executive possessed prior to
receiving access to Confidential Information, confidential training, and
knowledge from the Company. This Agreement creates an advance approval process,
and nothing herein is intended, or will be construed as, a general restriction
against the pursuit of lawful employment in violation of any controlling state
or federal laws. Executive shall be permitted to engage in activities that would
otherwise be prohibited by this covenant if such activities are determined in
the sole discretion of the Chief Executive Officer of the Company to be no
material threat to the legitimate business interests of the Company.

         (d) NON-SOLICITATION OF CUSTOMERS. For a period of two (2) years
following the termination of employment for any reason, Executive will not call
on, service, or solicit competing business from customers of the Company or its
affiliates whom Executive, within the

                                      15

<PAGE>

previous twelve (12) months, (i) had or made contact with, or (ii) had access to
information and files about, or induce or encourage any such customer or other
source of ongoing business to stop doing business with Company.

         (e) NON-SOLICITATION OF EMPLOYEES. During Executive's employment, and
for a period of two (2) years following the termination of employment for any
reason, Executive will not, either directly or indirectly, call on, solicit,
encourage, or induce any other employee or officer of the Company or its
affiliates whom Executive had contact with, knowledge of, or association within
the course of employment with the Company to terminate his or her employment,
and will not assist any other person or entity in such a solicitation.

         (f) NON-DISPARAGEMENT. Executive covenants and agrees that Executive
shall not engage in any pattern of conduct that involves the making or
publishing of written or oral statements or remarks (including, without
limitation, the repetition or distribution of derogatory rumors, allegations,
negative reports or comments) which are disparaging, deleterious or damaging to
the integrity, reputation or good will of the Company, its management, or of
management of corporations affiliated with the Company.

         9. ENFORCEMENT OF COVENANTS.

         (a) TERMINATION OF EMPLOYMENT AND FORFEITURE OF COMPENSATION. Executive
agrees that any breach by Executive of any of the covenants set forth in Section
8 hereof during Executive's employment by the Company, shall be grounds for
immediate dismissal of Executive for Cause pursuant to Section 5(c)(i), which
shall be in addition to and not exclusive of any and all other rights and
remedies the Company may have against Executive.

         (b) RIGHT TO INJUNCTION. Executive acknowledges that a breach of the
covenants set forth in Section 8 hereof will cause irreparable damage to the
Company with respect to which the Company's remedy at law for damages will be
inadequate. Therefore, in the event of breach or anticipatory breach of the
covenants set forth in this section by Executive, Executive and the Company
agree that the Company shall be entitled to seek the following particular forms
of relief, in addition to remedies otherwise available to it at law or equity:
(A) injunctions, both preliminary and permanent, enjoining or restraining such
breach or anticipatory breach and Executive hereby consents to the issuance
thereof forthwith and without bond by any court of competent jurisdiction; and
(B) recovery of all reasonable sums as determined by a court of competent
jurisdiction expended and costs, including reasonable attorney's fees, incurred
by the Company to enforce the covenants set forth in this section.

         (c) SEPARABILITY OF COVENANTS. The covenants contained in Section 8
hereof constitute a series of separate but ancillary covenants, one for each
applicable State in the United States and the District of Columbia, and one for
each applicable foreign country. If in any judicial proceeding, a court shall
hold that any of the covenants set forth in Section 8 exceed the time,
geographic, or occupational limitations permitted by applicable laws, Executive
and the Company agree that such provisions shall and are hereby reformed to the
maximum time, geographic, or occupational limitations permitted by such laws.
Further, in the event a court shall hold unenforceable any of the separate
covenants deemed included herein, then such unenforceable covenant or covenants
shall be deemed eliminated from the provisions of this

                                       16

<PAGE>

Agreement for the purpose of such proceeding to the extent necessary to permit
the remaining separate covenants to be enforced in such proceeding. Executive
and the Company further agree that the covenants in Section 8 shall each be
construed as a separate agreement independent of any other provisions of this
Agreement, and the existence of any claim or cause of action by Executive
against the Company whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Company of any of the covenants
of Section 8.

         10. INDEMNIFICATION.

         The Company shall indemnify and hold harmless Executive to the fullest
extent permitted by Delaware law for any action or inaction of Executive while
serving as an officer and director of the Company or, at the Company's request,
as an officer or director of any other entity or as a fiduciary of any benefit
plan. This provision includes the obligation and undertaking of the Executive to
reimburse the Company for any fees advanced by the Company on behalf of the
Executive should it later be determined that Executive was not entitled to have
such fees advanced by the Company under Delaware law. The Company shall cover
the Executive under directors and officers liability insurance both during and,
while potential liability exists, after the Employment Period in the same amount
and to the same extent as the Company covers its other officers and directors.

         11. DISPUTES AND PAYMENT OF ATTORNEY'S FEES.

         If at any time during the term of this Agreement or afterwards there
should arise any dispute as to the validity, interpretation or application of
any term or condition of this Agreement, the Company agrees, upon written demand
by Executive (and Executive shall be entitled upon application to any court of
competent jurisdiction, to the entry of a mandatory injunction, without the
necessity of posting any bond with respect thereto, compelling the Company) to
promptly provide sums sufficient to pay on a current basis (either directly or
by reimbursing Executive) Executive's costs and reasonable attorney's fees
(including expenses of investigation and disbursements for the fees and expenses
of experts, etc.) incurred by Executive in connection with any such dispute or
any litigation, provided that Executive shall repay any such amounts paid or
advanced if Executive is not the prevailing party with respect to at least one
material claim or issue in such dispute or litigation. The provisions of this
Section 11, without implication as to any other section hereof, shall survive
the expiration or termination of this Agreement and of Executive's employment
hereunder.

         12. WITHHOLDING OF TAXES.

         The Company may withhold from any compensation and benefits payable
under this Agreement all applicable federal, state, local, or other taxes.

         13. SOURCE OF PAYMENTS.

         All payments provided under this Agreement, other than payments made
pursuant to a plan which provides otherwise, shall be paid from the general
funds of the Company, and no special or separate fund shall be established, and
no other segregation of assets made, to assure

                                       17

<PAGE>

payment. Executive shall have no right, title or interest whatever in or to any
investments which the Company may make to aid the Company in meeting its
obligations hereunder. To the extent that any person acquires a right to receive
payments from the Company hereunder, such right shall be no greater than the
right of an unsecured creditor of the Company.

         14. ASSIGNMENT.

         Except as otherwise provided in this Agreement, this Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, representatives, successors and assigns. This Agreement shall
not be assignable by Executive (but any payments due hereunder which would be
payable at a time after Executive's death shall be paid to Executive's
designated beneficiary or, if none, his estate) and shall be assignable by the
Company only to any financially solvent corporation or other entity resulting
from the reorganization, merger or consolidation of the Company with any other
corporation or entity or any corporation or entity to or with which the
Company's business or substantially all of its business or assets may be sold,
exchanged or transferred, and it must be so assigned by the Company to, and
accepted as binding upon it by, such other corporation or entity in connection
with any such reorganization, merger, consolidation, sale, exchange or transfer
in a writing delivered to Executive in a form reasonably acceptable to Executive
(the provisions of this sentence also being applicable to any successive such
transaction).

         15. ENTIRE AGREEMENT; AMENDMENT.

         This Agreement shall supersede any and all existing oral or written
agreements, representations, or warranties between Executive and the Company or
any of its subsidiaries or affiliated entities relating to the terms of
Executive's employment by the Company. It may not be amended except by a written
agreement signed by both parties.

         16. GOVERNING LAW.

         This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas applicable to agreements made and to be performed
in that State, without regard to its conflict of laws provisions.

         17. REQUIREMENT OF TIMELY PAYMENTS.

         If any amounts which are required, or determined to be paid or payable,
or reimbursed or reimbursable, to Executive under this Agreement (or any other
plan, agreement, policy or arrangement with the Company) are not so paid
promptly at the times provided herein or therein, such amounts shall accrue
interest, compounded daily, at an 8% annual percentage rate, from the date such
amounts were required or determined to have been paid or payable, reimbursed or
reimbursable to Executive, until such amounts and any interest accrued thereon
are finally and fully paid, provided, however, that in no event shall the amount
of interest contracted for, charged or received hereunder, exceed the maximum
non-usurious amount of interest allowed by applicable law.

                                       18

<PAGE>

         18. NOTICES.

         Any notice, consent, request or other communication made or given in
connection with this Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by registered or certified mail, return
receipt requested, or by facsimile or by hand delivery, to those listed below at
their following respective addresses or at such other address as each may
specify by notice to the others:

          To the Company:    Waste Management , Inc.
                             1001 Fannin, Suite 4000
                             Houston, Texas 77002
                             Attention: Corporate Secretary

          To Executive:      At the address for Executive set forth below.

         19. MISCELLANEOUS.

         (a) WAIVER. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver
thereof or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.

         (b) SEPARABILITY. Subject to Section 9 hereof, if any term or provision
of this Agreement is declared illegal or unenforceable by any court of competent
jurisdiction and cannot be modified to be enforceable, such term or provision
shall immediately become null and void, leaving the remainder of this Agreement
in full force and effect.

         (c) HEADINGS. Section headings are used herein for convenience of
reference only and shall not affect the meaning of any provision of this
Agreement.

         (d) RULES OF CONSTRUCTION. Whenever the context so requires, the use of
the singular shall be deemed to include the plural and vice versa.

         (e) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, and
such counterparts will together constitute but one Agreement.

                                       19

<PAGE>



         IN WITNESS WHEREOF, this Agreement is EXECUTED and EFFECTIVE as of the
day set forth above.

                                      DAVID STEINER
                                      ("Executive")



                                             /s/ David Steiner
                                      --------------------------------------
                                      David Steiner

                                                                       (Address)
                                      ---------------------------------

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




                                      WASTE MANAGEMENT, INC.

                                      (The "Company")

                                      By:    /s/ A. Maurice Myers
                                          --------------------------------------
                                          A. Maurice Myers
                                          President and Chief Executive Officer


                                       20