Summary of WASTE MANAGEMENT INC

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2009, the Management Development and Compensation Committee of the Board of Directors of Waste Management, Inc. (the "Company") granted annual performance share units awards ("PSUs") for the performance period of January 1, 2009 to December 31, 2011 to the executive officers named in the compensation tables included in the Company's 2008 Proxy Statement (the "named executive officers"). The grants, which are effective March 9, 2009, were made pursuant to the Company's 2004 Stock Incentive Plan.
The target awards for each of the named executive officers is shown below:

                                                                    Performance
                                                                     Share Unit
  Name                                                                 Target
  David P. Steiner, Chief Executive Officer                             135,509
  Lawrence O'Donnell, III, President and Chief Operating Officer         55,403
  Robert G. Simpson, Chief Financial Officer                             37,335
  James E. Trevathan, Senior Vice President - Southern Group             22,069
  Duane C. Woods, Senior Vice President - Western Group                  22,069

The material terms of the 2009 PSUs granted are shown in the table below. The form of award agreement is attached hereto as Exhibit 10.1 and the description below is qualified in its entirety by reference to the form of award agreement.

Terms of 2009 Annual Award Grants

Performance                    As of December 31, 2011; award earned (if any) to
Calculation Date               be paid out after completion of the audit of the
("PCD")                        Company's 2011 year-end financial statements and
                               certification by the Committee of actual level of
                               achievement ("payment date").

Performance Measure            Return on invested capital.

Range of Possible              0 - 200% of targeted amount, based on actual
Awards                         results achieved.

Dividends                      Dividend equivalents are accrued on the target
                               number awards through the performance period and
                               paid, in cash, on the payment date based on the
                               actual number of awards earned.

Death or Disability            Payable on payment date as if participant had
before PCD                     remained an active employee through

                               performance period.

Qualifying Retirement          Payable on payment date as if participant had
before PCD                     remained an active employee through performance
                               period.

Voluntary Termination          Immediate forfeiture.
before PCD

Involuntary                    Performance is prorated based on portion of
Termination other than         performance period completed, payable on payment
for                            date based on actual performance.
Cause before PCD

Change in Control              Performance measured at the end as of the fiscal
before PCD                     quarter immediately prior to the change in control
                               and paid on prorated basis on actual results
                               achieved up to such date. Thereafter, participant
                               also receives a number of restricted stock units in
                               the successor entity equal to the number of PSUs
                               that would have been earned had no change in
                               control occurred and target performance levels had
                               been met from the time of the change of control
                               through December 31, 2011, converted for any
                               conversion factors in the change in control
                               transaction. The new restricted stock units in the
                               successor entity would vest on or before
                               December 31, 2011.

Clawback for                   Within the earlier of one year after the discovery
Misconduct                     of misconduct (as defined in the award agreement)
                               and two years after the participant's termination
                               of employment, reimbursement to the Company of all
                               amounts received under the award agreement if the
                               participant engaged in or benefited from
                               misconduct.