Waste Management, Inc. (the "Company") filed a Form 8-K on July 26, 2012 to disclose, among other things, that (i) Mr. Don P. Carpenter was appointed Vice President and Chief Accounting Officer and (ii) Mr. Jeff M. Harris, a named executive officer in the Company's most recent proxy statement, was appointed Senior Vice President - Field Operations.

Pursuant to Instruction 2 to Item 5.02 of Form 8-K, this amended Form 8-K is being filed to disclose the following modifications to the compensation of Messrs. Carpenter and Harris in connection with their respective promotions:

(i) The annualized base salary of Mr. Carpenter was increased from $287,210 to $305,000, to be effective as of August 24, 2012.

(ii) On November 6, 2012, the Company granted Mr. Harris an award of restricted stock units (RSUs) under the Company's 2009 Stock Incentive Plan with a target dollar value of $200,000. The material terms of the RSUs are as follows:

RSUs

Vesting Schedule                           100% on third anniversary. Each RSU
                                           will be converted into one share of
                                           Company common stock.

Dividend Equivalents                       Paid in cash on unvested RSUs at such
                                           time as dividends are paid on the
                                           Company's common stock.

Termination of Employment

Death or Disability                        All RSUs immediately vest.

Qualifying Retirement or Involuntary       RSUs vest on a pro rata basis.
Termination without Cause

Involuntary Termination for Cause          All unvested RSUs are forfeited.

Involuntary Termination without Cause      All RSUs immediately vest.
following a Change in Control

The form of award agreement for Mr. Harris's RSUs will be the same as the Form of 2012 RSU Award Agreement filed by the Company as Exhibit10.2 to its Form 8-K filed July 5, 2012 (the "RSU Award Agreement"). The descriptions of the material terms of the RSU Award Agreement are qualified in their entirety by the full text of such agreement, which is incorporated herein by reference.

(d) Exhibits.

Exhibit No.       Description of Exhibit

10.1              Form of 2012 RSU Award Agreement. (incorporated by reference to
                  Exhibit 10.2 to Current Report on Form 8-K filed July 5, 2012).