USA WASTE SERVICES, INC. (the "Company"), and RODNEY R. PROTO (the "Executive") hereby enter
into this EMPLOYMENT AGREEMENT ("Agreement") dated as of June 1, 1997, as follows:
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.
2. TERM OF EMPLOYMENT.
The period of Executive's employment under this Agreement shall be for continuously renewing five (5) year
terms (the "Employment Term"), without any further action required by either the Company or Executive, unless
Executive's employment is terminated in accordance with Section 5 below.
3. DUTIES AND RESPONSIBILITIES.
(a) Executive shall serve as President and Chief Operating Officer, and report to the Chief Executive Officer. In
such capacity, Executive shall perform such duties as may be assigned to Executive from time to time by the
Board of Directors of the Company or the Chief Executive Officer of the Company.
(b) Executive shall faithfully serve the Company, and/or its affiliated corporations, devote Executive's full working
time, attention and energies to the business of the Company, and/or its affiliated corporations, and perform the
duties under this Agreement to the best of Executive's abilities. 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.
(c) Executive shall (i) comply with all applicable laws, rules and regulations, and all requirements of all applicable
regulatory, self-regulatory, and administrative bodies; (ii) comply with the Company's rules, procedures, policies,
requirements, and directions; and (iii) not engage in any other business or employment without the written consent
of the Company except as otherwise specifically provided herein.
4. COMPENSATION AND BENEFITS.
(a) BASE SALARY. During the Employment Term, the