Waste Management Holdings Inc Watch

from S-3ASR 2 pages Incorporated Under the Laws of the State of Delaware Common Stock Par Value $.01 Per Sharethis Certificate Is Transferable in New York, Ny and Jersey City, Nj Cusip 941061 10 9 See Reverse for Certain Definitionswaste Management, Inc. Waste Management, Inc. (“Cor Poration”) Transferable on the Books of the Corporation, in Person or by Duly Authorised Attorney, Upon Surrender of T His Certificate Properly Endorsed. This Certificate and the Shares Represent Hereby Are Used and Shall Be Subject to a Ll of the Provisions of the Certificate of Incorporation of the Corporation and of the Amendments Thereto, to All of W Hich the Holder, by Acceptance Hereof, Assents. the Certifi Cate Is Not Valid Unless Countersigned by the Transfer Agen T and Registered by the Registrar. Witness the Facsimile Se Al of the Corporation and the Facsimile Signatures of the D Uly Authorised Offerers. Fully Paid and Nonassessable Share S of the Common Stock of Secretary Authorized Signature

from S-3ASR 3 pages Additional Abbreviations May Also Be Used Though Not in the Above List

from S-4 ~5 pages Guarantee by Waste Management Holdings, Inc.

from S-4 ~20 pages Registration Rights Agreement Dated 11/26/2002

from S-4 ~10 pages Form of Exchange Note

from S-4 ~5 pages Guarantee by Waste Management Holdings, Inc.

from S-4 ~20 pages Registration Rights Agreement Dated 5/24/2002

from S-3 ~5 pages Form of Guarantee Agreement

from S-4 ~10 pages Form of Exchange Note

from S-4 ~20 pages Registration Rights Agreement - Dated May 21, 1999

from S-4 ~10 pages Form of Exchange Note

from S-8 1 page 1992 Stock Option Plan Amendment 3/10/98

from S-8 ~10 pages 1996 Replacement Stock Option Plan

from S-8 ~10 pages Non-Qual. Profit Shar. & Savings Plan

from S-8 ~10 pages Wheelabrator-Rust Supplemental Plan

from S-8 ~5 pages Sav & Retire Plan 7-1-95

from S-8 1 page Sav & Retire Plan 4-30-95

from S-8 1 page Sav & Retire Plan 1-1-95

from S-8 >50 pages Sav & Retire Plan 1-1-89

from S-4 >50 pages Indenture or similar