This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into on this ____ day of
September, 2002 by and between Waste Management, Inc. (the "Company"), and Barry Caldwell (the
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.
2. TERM OF EMPLOYMENT.
The period of Executive's employment under this Agreement shall commence on September 23, 2002
("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 Senior Vice-President, Government Affairs and Communications. 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