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EXHIBIT 10.5


2003 WASTE MANAGEMENT, INC. DIRECTORS’

DEFERRED COMPENSATION PLAN

(Established January 30, 2003)



ARTICLE I.

PURPOSES OF PLAN AND DEFINITIONS



1.1 Purpose



     Waste Management, Inc. (the “Company”), hereby establishes the 2003 Waste
Management, Inc. Directors’ Deferred Compensation Plan for the purpose of
providing nonemployee directors (“Directors”) of the Company the opportunity to
defer all or a portion of their cash compensation, to promote the long-term
growth of the Company by increasing the proprietary interest of Directors in
the Company, to attract and retain Directors with outstanding competence and
ability, to stimulate the active interest of such persons in the development
and financial success of the Company and to further the identity of interests
of such Directors with those of the Company’s stockholders generally.


1.2 Definitions




	 	(a)	 	Annual Stock Retainer means the portion of the annual
retainer paid to Directors in Stock Units, as determined from time
to time by the Committee, the Board or another committee thereof.
Any portion of an annual retainer paid in cash shall be considered
Cash Compensation and may be deferred only by election under § 3.2(a).
	 
	 	(b)	 	Beneficiary means the person or persons designated by the
Participant, as provided in § 4.3, to receive any payments otherwise
due the Participant under this Plan in the event of the
Participant’s death.
	 
	 	(c)	 	Board of Directors or Board means the Board of Directors of
the Company.
	 
	 	(d)	 	Cash Compensation means all of the cash compensation payable
to a Participant, for service on the Board and its committees,
including the cash portion of any annual retainer, meeting, and
other fees, but excluding any expense reimbursements.
	 
	 	(e)	 	Code means the Internal Revenue Code of 1986, as amended.
	 
	 	(f)	 	Committee means the Nominating & Governance Committee of the
Board as is designated by the Board.
	 
	 	(g)	 	Common Stock means the Company’s common stock, $.01 par
value.
	 
	 	(h)	 	Company means Waste Management, Inc, a Delaware corporation.



 






 






	 	(i)	 	Determination Date means the date on which payment of a
Participant’s deferred compensation is made, as determined in
accordance with § 4.1.
	 
	 	(j)	 	Director or Eligible Director means each member of the Board
of the Company who is not an employee of the Company or any
subsidiary.
	 
	 	(k)	 	Effective Date means January 30, 2003.
	 
	 	(l)	 	Election Date means the date on which the Director makes an
election to defer receipt of all or a portion of Cash Compensation
pursuant to the terms of the Plan.
	 
	 	(m)	 	Election Effective Date means a date upon which a
Participant’s deferred compensation is credited to his or her Stock
Unit Account pursuant to § 3.3 of this Plan.
	 
	 	(n)	 	Fair Market Value of a share of Common Stock means, as of a
particular date, the lowest reported trading price of a share of
Common Stock on the New York Stock Exchange, or if no sales occurred
on such day, then on the last preceding day on which there were such
sales. Fair Market Value of a Stock Unit shall be deemed to be
equal to the Fair Market Value of one share of Common Stock.
	 
	 	(o)	 	Participant means an Eligible Director of the Company.
	 
	 	(p)	 	Plan means this 2003 Waste Management, Inc. Directors’
Deferred Compensation Plan, as amended from time to time.
	 
	 	(q)	 	Stock Unit Account means the bookkeeping account maintained
for each Participant to record certain amounts deferred by the
Participant in accordance with Article III hereof.
	 
	 	(r)	 	Stock Unit means a unit equal to one share of Common Stock
(as adjusted pursuant to § 3.5).
	 
	 	(s)	 	Valuation Date means each day on which a sale or sales of the
Common Stock on the New York Stock Exchange is reported or a
quotation for the Common Stock is available.



ARTICLE II.

ADMINISTRATION OF THE PLAN



2.1 Committee



     This Plan shall be administered by the Committee.


2.2 Committee’s Powers



     Subject to the provisions hereof, the Committee shall have full and
exclusive power and authority to administer this Plan and to take all actions
that are specifically contemplated hereby


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or are necessary or appropriate in connection with the administration
hereof. The Committee shall also have full and exclusive power to interpret
this Plan and to adopt such rules, regulations, and guidelines for carrying out
this Plan as it may deem necessary or proper, all of which powers shall be
exercised in the best interests of the Company and in keeping with the
objectives of this Plan. The Committee may, in its discretion, determine the
eligibility of individuals to participate herein, determine the amount of Cash
Compensation a Participant may elect to defer, or waive any restriction or
other provision of this Plan. The Committee may correct any defect or supply
any omission or reconcile any inconsistency in this Plan in the manner and to
the extent the Committee deems necessary or desirable to carry it into effect.


2.3 Committee Determinations Conclusive



     Any decision of the Committee in the interpretation and administration of
this Plan shall lie within its sole and absolute discretion and shall be final,
conclusive, and binding on all parties concerned.


2.4 Committee Liability



     No member of the Committee or officer or employee of the Company to whom
the Committee has delegated authority in accordance with the provisions of §
2.5 of this Plan shall be liable for anything done or omitted to be done by him
or her, by any member of the Committee, or by any officer or employee of the
Company in connection with the performance of any duties under this Plan,
except for his or her own willful misconduct or as expressly provided by
statute.


2.5 Delegation of Authority



     The Committee may delegate to the Chief Executive Officer or to other
senior officers of the Company its duties under this Plan pursuant to such
conditions or limitations as the Committee may establish.


2.6 Shares Available under the Plan



     Subject to the provisions of § 3.5(b) hereof, no shares of Common Stock
shall be issued under this Plan if it shall result in the aggregate number of
shares of Common Stock issued under the Plan to exceed 500,000 shares. The
Committee may from time to time adopt and observe such procedures concerning
the counting of shares against the Plan maximum as it may deem appropriate.
The Board and the appropriate officers of the Company shall from time to time
take whatever actions are necessary to file any required documents with
governmental authorities, stock exchanges and transaction reporting systems to
ensure that shares of Common Stock are available for issuance pursuant to the
Plan.


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ARTICLE III.

ACCOUNTS



3.1 Establishment of Accounts



     Each Eligible Director as of the Effective Date shall become a Participant
as of the Effective Date. The Company shall set up an appropriate record
(hereinafter called the “Stock Unit Account”) which will from time to time
reflect the name of each Participant, the number of Stock Units credited to
such Participant pursuant to § 3.2, and the Fair Market Value of that number of
Stock Units credited to the Participant determined as of a relevant Election
Effective Date.


3.2 Amount of Deferral




	 	(a)	 	Cash Deferral. A Participant may elect to defer receipt of
one hundred (100%) percent or fifty (50%) percent of the Cash
Compensation payable to the Participant for serving on the Company’s
Board of Directors, and any committees thereof, for each calendar
year for which such deferral is elected. The amount deferred shall
be credited to his or her Stock Unit Account in accordance with §
3.3 below.
	 
	 	(b)	 	Annual Stock Retainer. The Annual Stock Retainer will be
credited to a Director’s Stock Unit Account in accordance with § 3.3
below.



3.3 Crediting of Deferred Amounts




	 	(a)	 	2003 Elections. One-half of the portion of the Participant’s
Annual Stock Retainer for 2003 shall be credited to his or her
account on February 21, 2003, and the other one-half of the Annual
Stock Retainer for 2003, along with, if a Participant elects to
defer any portion of his or her annual Cash Compensation for 2003,
the Cash Compensation the Participant has elected to defer pursuant
to the initial election described in Section 5.1, shall be credited
in Stock Units to a Participant’s Stock Unit Account on July 15,
2003.
	 
	 	(b)	 	Elections after 2003. After 2003, one-half of the Annual
Stock Retainer for the calendar year along with one-half of the Cash
Compensation that a Participant elects to defer in such year, shall
be credited in Stock Units to a Participant’s Stock Unit Account on
the fifteenth (15th) day of January and the fifteenth (15th) day of
July of such calendar year (the “Election Effective Date”) based
upon the Fair Market Value of a share of Common Stock on such
Election Effective Date.



3.4 Dividends



     As of each date that dividends are paid with respect to Common Stock, a
Participant who has any outstanding Stock Units credited to his or her Stock
Unit Account shall have an additional amount of Stock Units credited to his or
her Stock Unit Account equal to the number of Stock Units having a Fair Market
Value on the payment date of such dividend equal to the dollar amount of
dividends paid per share of Common Stock multiplied by the number of Stock


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Units credited to the Participant’s Stock Unit Account immediately before
payment of such dividend.


3.5 Adjustments




	 	(a)	 	Exercise of Corporate Powers. The existence of this Plan and
any outstanding Stock Units credited hereunder shall not affect in
any manner the right or power of the Company or its stockholders to
make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the capital stock of the Company
or its business or any merger or consolidation of the Company, or
any issue of bonds, debentures, preferred or prior preference stock
(whether or not such issue is prior to, on a parity with or junior
to the Common Stock) or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding of any kind,
whether or not of a character similar to that of the acts or
proceedings enumerated above.
	 
	 	(b)	 	Recapitalizations, Reorganizations and Other Activities. In
the event of any subdivision or consolidation of outstanding shares
of Common Stock, declaration of a dividend payable in shares of
Common Stock or other stock split, then (i) the number of Stock
Units and shares of Common Stock available for grant under the Plan
and (ii) the appropriate Fair Market Value and other price
determinations for such Stock Units shall each be proportionately
adjusted by the Board to reflect such transaction. In the event of
any other recapitalization or capital reorganization of the Company,
any consolidation or merger of the Company with another corporation
or entity, the adoption by the Company of any plan of exchange
affecting the Common Stock or any distribution to holders of Common
Stock of securities or property (other than normal cash dividends or
dividends payable in Common Stock), the Board shall make appropriate
adjustments to (i) the number of Stock Units and shares of Common
Stock available for grant under the Plan and (ii) the appropriate
Fair Market Value and other price determinations for such Stock
Units to give effect to such transaction; provided that such
adjustments shall only be such as are necessary to preserve, without
increasing, the value of such Stock Units. In the event of a
corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation, the Board shall be
authorized to issue or assume units by means of substitution of new
units, as appropriate, for previously issued units or an assumption
of previously issued units as part of such adjustment.



ARTICLE IV.

PAYMENTS



4.1 Period of Deferral



     A Participant may elect that payment of the Stock Units credited to the
Participant under the Plan be made on any date permitted by the Committee,
beginning (i), in the case of Stock Units attributable to Cash Compensation
deferred under the Plan, no earlier than the date of


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termination of Board service, or (ii), in the case of Stock Units
attributable to an Annual Stock Retainer, no earlier than one year following
the Participant’s date of termination of Board service, in either case as
specified on the deferral election form (each such date is hereinafter referred
to as the “Determination Date” for the relevant portion of the Participant’s
Stock Unit Account). If no effective election is made by a Participant, all
Stock Units credited to the Participant shall be distributed on the date one
year following the Participant’s date of termination of Board service, and such
date shall be his or her Determination Date. In the event of the death of a
Director prior to the date specified on the deferral election form, such
Director’s date of death shall be his or her Determination Date.


4.2 Form of Payment



     Distribution to a Participant of the number of shares of Common Stock
represented by the Stock Units credited to the Participant’s Stock Unit Account
attributable to deferred Cash Compensation or an Annual Stock Retainer, as
applicable, shall be made in Common Stock as soon as administratively feasible
(but not later than sixty (60) days) following the relevant Determination Date,
except in the case of the death of the Participant. In lieu of issuing
fractional shares, a cash payment shall be made for any fractional share by
multiplying such fraction by the closing sale price for a share of Common Stock
on the Determination Date (or if such date is not a day on which exchange
trading takes place in Common Stock, the immediately preceding day on which
such trading occurred).


4.3 Death Prior to Payment



     In the event that a Participant dies prior to payment pursuant to the
Plan, any such unpaid amounts, shall be paid to the Participant’s designated
Beneficiary in Common Stock within sixty (60) days following the Company’s
notification of the Participant’s death. If no Beneficiary has been
designated, such payment shall be made to the Participant’s estate. A
beneficiary designation, or revocation of a prior beneficiary designation,
shall be effective only if it is made in writing on a form provided by the
Company, signed by the Participant and received by the Committee.


4.4 Payments to Minors and Incompetents



     Should the Participant become incompetent or should the Participant
designate a Beneficiary who is a minor or incompetent, the Company shall be
authorized to make such payment in Common Stock to a parent or guardian of such
minor or incompetent, or directly to such minor or incompetent, whichever
manner the Committee shall determine in its sole discretion.


ARTICLE V.

ELECTING DEFERRALS



5.1 Manner of Electing Deferral



     Each election made by a Participant to defer Cash Compensation under the
Plan (i) shall take the form of a written document (provided by the Company)
signed by the Participant and filed with the Committee, (ii) shall designate
the calendar year for which the deferral is made and


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the period of deferral, and (iii) cannot be revoked or modified if the
proposed revocation or modification applies to amounts deferred with respect to
a calendar year which has already commenced at the time such revocation or
modification is proposed to be effected; provided, however, that Eligible
Directors as of the Effective Date may elect within thirty (30) days after
approval of this Plan by the Board of Directors to defer fifty (50%) percent or
one hundred (100%) percent of the remainder of the Cash Compensation payable
for calendar year 2003.


5.2 Election by a New Director



     An election to defer Cash Compensation under the Plan may be made by a new
Director of the Company within thirty (30) days after election to the Company’s
Board of Directors and shall apply to Cash Compensation payable after the date
of such election.


ARTICLE VI.

MISCELLANEOUS



6.1 Unfunded Plan



     Nothing contained herein shall be deemed to create a trust of any kind or
create any fiduciary relationship. This Plan shall be unfunded. Any funds
invested hereunder shall continue for all purposes to be part of the general
funds of the Company. To the extent that a Participant acquires a right to
receive payments from the Company under the Plan, such right shall not be
greater than the right of any unsecured general creditor of the Company and
such right shall be an unsecured claim against the general assets of the
Company. Although bookkeeping accounts may be established with respect to
Participants who are entitled to rights under this Plan, any such accounts
shall be used merely as a bookkeeping convenience. The Company shall not be
required to segregate any assets that may at any time be represented by cash,
stock or rights thereto, nor shall this Plan be construed as providing for such
segregation, nor shall the Company, the Board or the Committee be deemed to be
a trustee of any cash, stock or rights thereto granted or to be granted under
this Plan. Any liability or obligation of the Company to any Participant with
respect to cash, stock or rights thereto under this Plan shall be based solely
upon any contractual obligations that may be created by this Plan, and no such
liability or obligation of the Company shall be deemed to be secured by any
pledge or other encumbrance on any property of the Company. Neither the
Company nor the Board nor the Committee shall be required to give any security
or bond for the performance of any obligation that may be created by this Plan.


6.2 Title to Funds Remains with Company



     Amounts or shares credited to each Participant’s Stock Unit Account shall
not be specifically set aside or otherwise segregated, but will be combined
with corporate assets. Title to such funds or shares will remain with the
Company and the Company’s only obligation will be to make timely payments to
Participants in accordance with the Plan.


6.3 Statement of Account



     A statement will be furnished to each Participant not less often than
annually and shall reflect the balance of the Participant’s Stock Unit Account
as of the preceding December 31.


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6.4 Assignability



     Except as provided in § 4.3, no right to receive payment hereunder shall
be transferable or assignable by a Participant except by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act
of 1974, as amended, or the rules thereunder. Any attempted assignment of any
benefit under this Plan in violation of this § 6.4 shall be null and void.


6.5 Amendment, Modification, Suspension, or Termination


     The Board may amend, modify, suspend, or terminate this Plan for the
purpose of meeting or addressing any changes in legal requirements or for any
other purpose permitted by law, except that no amendment, modification, or
termination shall, without the consent of the Participant, impair the rights of
any Participant to the balance in such Participant’s Stock Unit Account as of
the date of such amendment, modification, or termination. The Board may at any
time and from time to time delegate to the Committee any or all of its
authority under this § 6.5. Notwithstanding the foregoing, if an amendment
would constitute a material revision of the Plan, then to the extent required
by applicable law, or deemed necessary by the Board or Committee, such
amendment shall be subject to stockholder approval. A “material revision”
includes, but is not limited to, a revision that: (i) materially increases the
benefits accruing to Participants under this Plan, (ii) materially increases
the aggregate number of securities that may be issued under this Plan, (iii)
materially modifies the requirements as to eligibility for participation in
this Plan, (iv) changes the types of awards available under the Plan, or (v)
materially extends the term of the Plan.


6.6 Governing Law



     This Plan and all determinations made and actions taken pursuant hereto,
to the extent not otherwise governed by mandatory provisions of the Code or the
securities laws of the United States, shall be governed by and construed in
accordance with the laws of the State of Texas.


6.7 Effective Date



     The Plan shall be effective as of the Effective Date.



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