RESTATED CERTIFICATE OF INCORPORATION
USA WASTE SERVICES, INC.
(Conformed Copy -- As Amended As Of May 7, 1996)
The original Certificate of Incorporation of USA Waste Services, Inc. was filed with the Secretary of State of the
State of Delaware on April 28, 1995. The original Certificate of Incorporation is hereby amended and restated
pursuant to 8 Del. C. Section 245 to read in its entirety as follows:
First: The name of the Corporation is USA Waste Services, Inc.
Second: The registered office of the Corporation in the State of Delaware is located at Corporation Trust Center,
1209 Orange Street in the City of Wilmington, County of New Castle. The name and address of its registered
agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington,
Third: The nature of the business, objects and purposes to be transacted, promoted or carried on by the
To engage in any lawful activity for which corporations may be organized under the General Corporation Law of
Fourth: The total number of shares of capital stock which the Corporation shall have authority to issue is one
hundred sixty million (160,000,000), divided into one hundred fifty million (150,000,000) shares of Common
Stock of the par value of one cent ($0.01) per share and ten million (10,000,000) shares of Preferred Stock of
the par value of one cent ($0.01) per share.
A. No holder of Common Stock or Preferred Stock of the Corporation shall have any pre-emptive, preferential,
or other right to purchase or subscribe for any shares of the unissued stock of the Corporation or of any stock of
the Corporation to be issued by reason of any increase of the authorized capital stock of the Corporation or of
the number of its shares, or of any warrants, options, or bonds, certificates of indebtedness, debentures, or other
securities convertible into or carrying options or warrants to purchase stock of the Corporation or of any stock of