1999 WASTE MANAGEMENT, INC. DIRECTORS'
DEFERRED COMPENSATION PLAN
PURPOSES OF PLAN AND DEFINITIONS
Waste Management, Inc. (the "Company"), hereby establishes the 1999 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 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, to further the identity of interests of such Directors with those of the
Company's stockholders generally, and to reward such Directors for outstanding performance.
(a) BENEFICIARY means the person or persons designated by the Participant, as provided in Section 4.4, to
receive any payments otherwise due the Participant under this Plan in the event of the Participant's death.
(b) BOARD OF DIRECTORS or BOARD means the Board of Directors of the Company.
(c) CASH COMPENSATION means all of the cash compensation payable to a Participant, for service on the
Board, including annual retainer, meeting, and other fees.
(d) CODE means the Internal Revenue Code of 1986, as amended.
(e) COMMITTEE means the Compensation and Stock Incentive Plan Committee of the Board as is designated
by the Board.
(f) COMMON STOCK means the Company's common stock, $.01 par value.
(g) COMPANY means Waste Management, Inc, a Delaware corporation, formerly known as U.S.A. Waste
(h) DETERMINATION DATE means the date on which payment of a Participant's deferred compensation is
made, as determined in accordance with Section 4.1.
(i) DIRECTOR or ELIGIBLE DIRECTOR means each member of the Board of the Company who is not a full-
time employee of the Company and who receives compensation for services as a director.
(j) EFFECTIVE DATE means January 1, 1999.
(k) ELECTION DATE means the date on whic