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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                -----------------


                                    FORM 8-K
                                 CURRENT REPORT



                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



       Date of Report (date of earliest event reported): February 7, 1997



                            USA WASTE SERVICES, INC.
             (Exact name of registrant as specified in its charter)



         DELAWARE                    1-12154                 73-1309529
 (State of Incorporation)    (Commission File Number)     (I.R.S. Employer
                                                         Identification Number)


                   1001 FANNIN STREET
                       SUITE 4000
                     HOUSTON, TEXAS                           77002
        (Address of principal executive offices)            (Zip Code)



       Registrant's telephone number, including area code: (713) 512-6200



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ITEM 5.  OTHER EVENTS
        
        On February 7, 1997, USA Waste Services, Inc. sold 11,500,000 shares of
its Common Stock in an underwritten public offering and $535,275,000 of its 4%
Convertible Subordinated Notes due 2002 in an underwritten public offering.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

        1.1     Underwriting Agreement dated February 3, 1997, among the 
                Registrant and the Underwriters named therein relating to the 
                sale of Common Stock.

        1.2     Underwriting Agreement dated February 3, 1997, among the 
                Registrant and the Underwriters named therein relating to the 
                sale of 4% Convertible Subordinated Notes due 2002.

        4.1     Indenture for Subordinated Debt Securities dated February 3, 
                1997, among the Registrant and Texas Commerce Bank National 
                Association, as trustee.

        4.2     Officers Certificate dated as of February 7, 1997, setting 
                forth the terms of the 4% Convertible Subordinated Notes due 
                2002.

        4.3     Form of 4% Convertible Subordinated Note due 2002.

                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

Dated:  February 7, 1997

                                       USA WASTE SERVICES, INC.

                                       By: /s/ GREGORY T. SANGALIS
                                          -----------------------------
                                               Gregory T. Sangalis
                                               Vice President, General Counsel
                                                  and Secretary




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                                 EXHIBIT INDEX



      Exhibit                                                    
       Number                        Description             
      -------                        -----------             
             
        1.1     Underwriting Agreement dated February 3, 1997, among the 
                Registrant and the Underwriters named therein relating to the 
                sale of Common Stock.

        1.2     Underwriting Agreement dated February 3, 1997, among the 
                Registrant and the Underwriters named therein relating to the 
                sale of 4% Convertible Subordinated Notes due 2002.

        4.1     Indenture for Subordinated Debt Securities dated February 3, 
                1997, among the Registrant and Texas Commerce Bank National 
                Association, as trustee.

        4.2     Officers Certificate dated as of February 7, 1997, setting 
                forth the terms of the 4% Convertible Subordinated Notes due 
                2002.

        4.3     Form of 4% Convertible Subordinated Note due 2002.

10,000,000 SHARES

USA WASTE SERVICES, INC.

COMMON STOCK

UNDERWRITING AGREEMENT

February 3, 1997

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
DEUTSCHE MORGAN GRENFELL INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED
As representatives of the
several underwriters
named in Schedule I hereto
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172

Dear Sirs:

USA Waste Services, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell 10,000,000 shares of its common stock, $.01 par
value (the "Firm Shares"), to the several underwriters named in Schedule I
hereto (the "Underwriters"). The Company also proposes to issue and sell to
the several Underwriters not more than 1,500,000 additional shares of common
stock, $.01 par value, of the Company (the "Additional Shares"), if requested
by the Underwriters as provided in Section 2 hereof. The Firm Shares and the
Additional Shares are herein collectively called the Shares. The shares of
common stock of the Company to be outstanding after giving effect to the sales
contemplated hereby are hereinafter referred to as the Common Stock.

1. Registration Statement and Prospectus. The Company has
prepared and filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively called the "Act"), a registration statement on Form S-3
(Registration No. 333-17453), including a prospectus relating to the Shares,
which may be amended. The registration statement as amended at the time when
it became effective, including all documents or information incorporated or

deemed to be incorporated by reference therein is referred to as the
"Registration Statement"; and the prospectus in the form first used to confirm
sales of Shares, (including (a) the information contained in any prospectus
supplement relating to the Shares or deemed to be part of the Registration
Statement at effectiveness pursuant to Rule 430A or Rule 434 of the Act, and
(b) any documents or information incorporated or deemed to be incorporated by
reference into such prospectus), are hereinafter referred to as the
"Prospectus." Any registration statement (including any amendment or
supplement thereto or information which is deemed to be a part thereof) filed
by the Company under Rule 462(b) of the Act (a "Rule 462(b) Registration
Statement") shall be deemed to be a part of the Registration Statement. If the
Company elects to rely on Rule 434 under the Act, all references to the
Prospectus shall be deemed to also include, without limitation, the form of
prospectus and term sheet (a "Term Sheet"), taken together, provided to the
Underwriters by the Company in reliance on Rule 434 under the Act (the "Rule
434 Prospectus"). All references in this Agreement to financial statements and
schedules and other information which is "contained," "included," "described"
or "stated" in the Registration Statement or the Prospectus (and all references
of like import) shall be deemed to mean and include all such financial
statements and schedules and other information which is or is deemed to be
incorporated by reference in the Registration Statement or the Prospectus, as
the case may be; and all references in this Agreement to amendments or
supplements to the Registration Statement or the Prospectus shall be deemed to
mean and include, without limitation, even through not specifically stated, any
document filed under the Exchange Act of 1934, as amended, and the rules and
regulations of the Commission thereunder (the "Exchange Act") which is or is
deemed to be incorporated by reference in the Registration Statement or the
Prospectus after the effective date, as the case may be.

2. Agreements to Sell and Purchase. On the basis of the
representations and warranties contained in this Agreement, and subject to its
terms and conditions, the Company agrees to issue and sell 10,000,000 Firm
Shares, and each Underwriter agrees, severally and not jointly, to purchase
from the Company at a price per share of $33.725 (the "Purchase Price") the
number of Firm Shares set forth opposite the name of such Underwriter in
Schedule I hereto.

On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, (i) the Company agrees to
issue and sell up to 1,500,000 Additional Shares and (ii) the Underwriters
shall have the right to purchase, severally and not jointly, up to an aggregate
1,500,000 Additional Shares from the Company at the Purchase Price. Additional
Shares may be purchased solely for the purpose of covering over-allotments made
in connection with the offering of the Firm Shares. The Underwriters may
exercise their right to purchase Additional Shares in whole or in part from
time to time by giving written notice thereof to the Company within 30 days
after the date of this Agreement. You shall give any such notice on behalf of
the Underwriters and such notice shall specify the aggregate number of
Additional Shares to be purchased pursuant to such exercise and the date for
payment and delivery thereof. The date specified in any such notice shall be a
business day (i) no earlier than the Closing Date (as hereinafter defined),
(ii) no later than ten business days after such notice has been given and (iii)
no earlier than two business days after such notice has been given. If any
Additional Shares are to be purchased, each Underwriter, severally and not
jointly, agrees to purchase from the Company the number of Additional Shares
(subject to such adjustments to eliminate fractional shares as you may
determine) which bears the same proportion to the total number of Additional
Shares

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
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to be purchased from the Company as the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule I bears to the total number
of Firm Shares.

Except pursuant to the concurrent offering of convertible subordinated
notes of the Company, the Company hereby agrees and the Company shall,
concurrently with the execution of this Agreement, deliver an agreement
executed by each of the directors and executive officers of the Company,
pursuant to which each such person agrees, not to offer, sell, contract to
sell, grant any option to purchase, or otherwise dispose of any common stock of
the Company or any securities convertible into or exercisable or exchangeable
for such common stock or in any other manner transfer all or a portion of the
economic consequences associated with the ownership of any such common stock,
except to the Underwriters pursuant to this Agreement, for a period of 90 days
after the date of the Prospectus without the prior written consent of
Donaldson, Lufkin & Jenrette Securities Corporation. Notwithstanding the
foregoing, (i) 250,000 shares of the shares of Common Stock owned by Donald F.
Moorehead, Jr. and 500,000 shares of the shares of Common Stock owned by John
G. Rangos, Sr. and Alexander Rangos will not be subject to the foregoing
restriction and during such 90-day period (ii) the Company may grant stock
options pursuant to the Company's existing director and employee benefit plans,
(iii) the Company may issue shares of its common stock pursuant to existing
contractual obligations or upon the exercise of an option or warrant or the
conversion of a security outstanding on the date hereof and (iv) the Company
may issue shares of its common stock as consideration in the acquisition of
businesses or assets by the Company or its subsidiaries.

3. Terms of Public Offering. The Company is advised by you that
the Underwriters propose (i) to make a public offering of their respective
portions of the Shares as soon after the effective date of the Registration
Statement as in your judgment is advisable and (ii) initially to offer the
Shares upon the terms set forth in the Prospectus.

4. Delivery and Payment. Delivery to the Underwriters of and
payment for the Firm Shares shall be made at 10:00 A.M., New York City time, on
the third or fourth business day unless otherwise permitted by the Commission
pursuant to Rule 15c6-1 of the Exchange Act (the "Closing Date") following the
date of the initial public offering at such place as you shall designate. The
Closing Date and the location of delivery of and the form of payment for the
Firm Shares may be varied by agreement between you and the Company.

Delivery to the Underwriters of and payment for any Additional Shares
to be purchased by the Underwriters shall be made at such place as you shall
designate at 10:00 A.M., New York City time, on the date specified in the
applicable exercise notice given by you pursuant to Section 2 (an "Option
Closing Date"). Any such Option Closing Date and the location of delivery of
and the form of payment for such Additional Shares may be varied by agreement
between you and the Company.

Certificates for the Shares shall be registered in such names and
issued in such denominations as you shall request in writing not later than two
full business days prior to the Closing Date or an Option Closing Date, as the
case may be. Such certificates shall be made available to you for inspection
not later than 9:30 A.M., New York City time, on the business day next
preceding the Closing Date or an Option Closing Date, as the case may be.
Certificates in definitive form evidencing the Shares shall

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
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be delivered to you on the Closing Date or the applicable Option Closing Date,
as the case may be, with any transfer taxes thereon duly paid by the Company,
for the respective accounts of the several Underwriters, against payment of the
Purchase Price therefor by wire transfer in same day funds to an account
specified by the Company.

5. Agreements of the Company. The Company agrees with you:

(a) Immediately following the determination of the
Purchase Price, to prepare, and file or transmit for filing with the
Commission in accordance with Rule 424(b) of the Act, copies of a
prospectus supplement relating to the Shares and containing all
information required under the Act.

(b) To advise you promptly and, if requested by you, to
confirm such advice in writing, (i) when the Registration Statement
has become effective and when any post-effective amendment to it
becomes effective, (ii) of the receipt of comments from the Commission
relating to the Registration Statement, (iii) of any request by the
Commission for amendments to the Registration Statement or amendments
or supplements to the Prospectus or for additional information, (iv)
of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or of the suspension of
qualification of the Shares for offering or sale in any jurisdiction,
or the initiation of any proceeding for such purposes, and (v) of the
happening of any event during the period referred to in paragraph (e)
below which makes any statement of a material fact made in the
Registration Statement or the Prospectus untrue or which requires the
making of any additions to or changes in the Registration Statement or
the Prospectus in order to make the statements therein not misleading.
If at any time the Commission shall issue any stop order suspending
the effectiveness of the Registration Statement, the Company will make
every reasonable effort to obtain the withdrawal or lifting of such
order at the earliest possible time.

(c) To furnish to you, without charge, five signed copies
of the Registration Statement as first filed with the Commission and
of each amendment to it, including all exhibits, and to furnish to you
and each Underwriter designated by you such number of conformed copies
of the Registration Statement as so filed and of each amendment to it,
without exhibits, as you may reasonably request.

(d) Prior to the termination of the offering of the
Shares, not to (i) file any 462(b) Registration Statement, (ii) file
any amendment or supplement to the Registration Statement, (iii) file
any document under the Exchange Act which shall be deemed to be
incorporated by reference into the Prospectus, or (iv) make any
amendment or supplement to the Prospectus (including the issuance or
filing of any Term Sheet) of which you shall not previously have been
advised or to which you shall reasonably object; and to prepare and
file with the Commission, promptly upon your reasonable request, any
462(b) Registration Statement, Term Sheet or amendment or supplement
to the Registration Statement or the Prospectus which may be necessary
or advisable in connection with the distribution of the Shares by you,
and to use its best efforts to cause the same to become promptly
effective.

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
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(e) From time to time for such period as in the opinion
of counsel for the Underwriters a prospectus is required by law to be
delivered in connection with sales by an Underwriter or a dealer, to
furnish to each Underwriter and dealer as many copies of the
Prospectus (and of any amendment or supplement to the Prospectus) as
such Underwriter or dealer may reasonably request.

(f) If during the period specified in paragraph (e) any
event shall occur as a result of which, in the opinion of counsel for
the Underwriters, it becomes necessary to amend or supplement the
Prospectus in order to make the statements therein, in the light of
the circumstances when the Prospectus is delivered to a purchaser, not
misleading, or if it is necessary to amend or supplement the
Prospectus to comply with any law, forthwith to prepare and file with
the Commission an appropriate amendment or supplement to the
Prospectus so that the statements in the Prospectus, as so amended or
supplemented, will not, in the light of the circumstances when it is
so delivered, be misleading, or so that the Prospectus will comply
with law, and to furnish to each Underwriter and to such dealers as
you shall specify, such number of copies thereof as such Underwriter
or dealers may reasonably request.

(g) Prior to any public offering of the Shares, to
cooperate with you and counsel for the Underwriters in connection with
the registration or qualification of the Shares for offer and sale by
the several Underwriters and by dealers under the state securities or
Blue Sky laws of such jurisdictions as you may request, to continue
such qualification in effect so long as required for distribution of
the Shares and to file such consents to service of process or other
documents as may be necessary in order to effect such registration or
qualification.

(h) To mail and make generally available to its
stockholders as soon as reasonably practicable an earnings statement
covering a period of at least twelve months after the Closing Date of
the Registration Statement (but in no event commencing later than 90
days after such date) which shall satisfy the provisions of Section
11(a) of the Act.

(i) During the period of five years after the date of
this Agreement, (i) to mail as soon as reasonably practicable after
the end of each fiscal year to the record holders of its Common Stock
a financial report of the Company and its subsidiaries on a
consolidated basis (and a similar financial report of all
unconsolidated subsidiaries, if any), all such financial reports to
include a consolidated balance sheet, a consolidated statement of
operations, a consolidated statement of cash flows and a consolidated
statement of shareholders' equity as of the end of and for such fiscal
year, together with comparable information as of the end of and for
the preceding year, certified by independent certified public
accountants, and (ii) to make generally available as soon as
practicable after the end of each quarterly period (except for the
last quarterly period of each fiscal year) to such holders, a
consolidated balance sheet, a consolidated statement of operations and
a consolidated statement of cash flows (and similar financial reports
of all unconsolidated subsidiaries, if any) as of the end of and for
such period, and for the period from the beginning of such year to the
close of such quarterly period, together with comparable information
for the corresponding periods of the preceding year.

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
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(j) During the period referred to in paragraph (i), to
furnish to you as soon as available a copy of each report or other
publicly available information of the Company mailed to the holders of
Common Stock or filed with the Commission and such other publicly
available information concerning the Company and its subsidiaries as
you may reasonably request.

(k) To pay all costs, expenses, fees and taxes incident
to (i) the preparation, printing, filing and distribution under the
Act of the Registration Statement (including financial statements and
exhibits), each preliminary prospectus related to the Shares and all
amendments and supplements to any of them prior to or during the
period specified in paragraph (e), (ii) the printing and delivery of
the Prospectus and all amendments or supplements to it during the
period specified in paragraph (e), (iii) the printing and delivery of
this Agreement, the Preliminary and Supplemental Blue Sky Memoranda,
(iv) the registration or qualification of the Shares for offer and
sale under the securities or Blue Sky laws of the several states
(including in each case the fees and disbursements of counsel for the
Underwriters relating to such registration or qualification and
memoranda relating thereto), (v) the listing of the Shares on the New
York Stock Exchange, and (vi) furnishing such copies of the
Registration Statement, the Prospectus and all amendments and
supplements thereto as may be requested for use in connection with the
offering or sale of the Shares by the Underwriters or by dealers to
whom Shares may be sold.

(l) To use its best efforts to maintain the listing of
the Common Stock on the New York Stock Exchange for a period of five
years after the effective date of the Registration Statement.

(m) To use its best efforts to do and perform all things
required or necessary to be done and performed under this Agreement by
the Company prior to the Closing Date or any Option Closing Date, as
the case may be, and to satisfy all conditions precedent to the
delivery of the Shares.

(n) To use the net proceeds received by it from the sale
of Shares in the manner specified in the Prospectus under "Use of
Proceeds."

6. Representations and Warranties of the Company. The Company
represents and warrants to each Underwriter that:

(a) The Company meets the requirements for use of Form
S-3; the Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in
effect, and no proceedings for such purpose are pending before or have
been threatened by the Commission.

(b) At the time the Registration Statement, any 462(b)
Registration Statement or any post-effective amendment to the
Registration Statement became or becomes effective, on the date that
any amendment or supplement to the Prospectus is filed with the
Commission, and at the Closing Date, and if later, the Option Closing
Date, (i) each part of the Registration

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
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Statement, when such part became effective, did not contain and each
such part, as amended or supplemented, if applicable, will not contain
any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) the Registration Statement and the
Prospectus comply and, as amended or supplemented, if applicable, will
comply in all material respects with the Act and (iii) the Prospectus
did not and does not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading, except that the representations and warranties set
forth in this paragraph (b) do not apply to statements or omissions in
the Registration Statement or the Prospectus based upon information
relating to any Underwriter furnished to the Company in writing by
such Underwriter through you expressly for use therein.

(c) Any term sheet or prospectus subject to completion
provided by the Company to the Underwriters for use in connection with
the offering and sale of the Shares pursuant to Rule 434 under the Act
together are not materially different from the prospectus included in
the Registration Statement (exclusive of any information deemed a part
thereof by virtue of Rule 434(d)). The documents incorporated or
deemed to be incorporated by reference in the Prospectus pursuant to
Item 12 of Form S-3 under the Act, at the time they were, or hereafter
are, filed with the Commission, complied and will comply in all
material respects with the requirements of the Exchange Act, and, when
read together with other information in the Prospectus, at the time
the Registration Statement became effective and as of the Closing Date
and, if later, the Option Closing Date, and during the period
specified in Section 5(e), did not and will not contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading.

(d) Each preliminary prospectus filed as part of the
registration statement as originally filed or as part of any amendment
thereto, or filed pursuant to Rule 424 under the Act, and each Rule
462(b) Registration Statement, if any, complied when so filed in all
material respects with the Act; and did not contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading.

(e) Annex I is an accurate and complete list of all
subsidiaries of the Company (the "Material Subsidiaries") which
accounted for more than $70.0 million of revenues during fiscal 1996
or which, as of December 31, 1996, had assets in excess of $125
million. The Company and each of its subsidiaries has been duly
incorporated, is validly existing as a corporation in good standing
under the laws of its jurisdiction of incorporation and has the
corporate power and authority to carry on its business as it is
currently being conducted and to own, lease and operate its
properties, and each is duly qualified and is in good standing as a
foreign corporation authorized to do business in each jurisdiction in
which the nature of its business or its ownership or leasing of
property requires such qualification, except where the failure to be
so qualified would not have a material adverse effect on the Company
and its subsidiaries, taken as a whole.

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
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(f) All of the outstanding shares of capital stock of, or
other ownership interests in, each of the Company's subsidiaries have
been duly authorized and validly issued and are fully paid and
non-assessable, and are owned by the Company, free and clear of any
security interest, claim, lien, encumbrance or adverse interest of any
nature (other than liens created under the Credit Facility (as defined
in the Registration Statement)).

(g) All the outstanding shares of capital stock of the
Company have been duly authorized and validly issued and are fully
paid, non-assessable and not subject to any preemptive or similar
rights; and the Shares have been duly authorized and, when issued and
delivered to the Underwriters against payment therefor as provided by
this Agreement, will be validly issued, fully paid and non-assessable,
and the issuance of such Shares will not be subject to any preemptive
or similar rights. Upon payment of the Purchase Price and delivery of
certificates representing the Shares, each of the Underwriters will
receive the Shares free and clear of all liens, security interests or
encumbrances.

(h) The authorized capital stock of the Company,
including the Common Stock, conforms as to legal matters to the
description thereof included in the Prospectus.

(i) Neither the Company nor any of its subsidiaries is in
violation of its respective charter or by-laws or in default in the
performance of any obligation, agreement or condition contained in any
bond, debenture, note or any other evidence of indebtedness or in any
other agreement, indenture or instrument material to the conduct of
the business of the Company and its subsidiaries, taken as a whole, to
which the Company or any of its subsidiaries is a party or by which it
or any of its subsidiaries or their respective property is bound.

(j) The execution, delivery and performance of this
Agreement, compliance by the Company with all the provisions hereof
and the consummation of the transactions contemplated hereby will not
require any consent, approval, authorization or order of any court,
regulatory body, administrative agency or other governmental body
(except such as may be required under the securities or Blue Sky laws
of the various states or jurisdictions outside the United States) and
will not conflict with or constitute a breach of any of the terms or
provisions of, or a default under, the charter or by-laws of the
Company or any of its subsidiaries or any agreement, indenture or
other instrument to which it or any of its subsidiaries is a party or
by which it or any of its subsidiaries or their respective property is
bound, or violate or conflict with any laws, administrative
regulations or rulings or court decrees applicable to the Company, any
of its subsidiaries or their respective property.

(k) Except as otherwise set forth in the Prospectus,
there are no material legal or governmental proceedings pending to
which the Company or any of its subsidiaries is a party or of which
any of their respective property is the subject, and, to the Company's
knowledge, no such proceedings are threatened or contemplated. No
material development has occurred with respect to the legal
proceedings described in the Registration Statement. No contract or
document of a character required to be described in the Registration
Statement or the Prospectus or to be filed as an exhibit to the
Registration Statement is not so described or filed as required.

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
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(l) Neither the Company nor any of its subsidiaries has
violated any foreign, federal, state or local law or regulation
relating to the protection of human health and safety, the environment
or hazardous or toxic substances or wastes, pollutants or contaminants
("Environmental Laws"), nor any federal or state law relating to
discrimination in the hiring, promotion or pay of employees nor any
applicable federal or state wages and hours laws, nor any provisions
of the Employee Retirement Income Security Act or the rules and
regulations promulgated thereunder, which in each case might result in
any material adverse change in the business, prospects, financial
condition or results of operation of the Company and its subsidiaries,
taken as a whole.

(m) The Company and each of its subsidiaries has such
permits, licenses, franchises and authorizations of governmental or
regulatory authorities ("permits"), including, without limitation,
under any applicable Environmental Laws, as are necessary to own,
lease and operate its respective properties and to conduct its
business as currently being conducted and as the Company expects it to
be conducted except where the failure to have such permits would not
have a material adverse effect on the Company and its subsidiaries,
taken as a whole; the Company and each of its subsidiaries has
fulfilled and performed all of its material obligations with respect
to such permits and no event has occurred which allows, or after
notice or lapse of time would allow, revocation or termination thereof
or results in any other material impairment of the rights of the
holder of any such permit; and, except as described in the Prospectus,
such permits contain no restrictions that are materially burdensome to
the Company or any of its subsidiaries.

(n) In the ordinary course of its business, the Company
conducts a periodic review of the effect of Environmental Laws on the
business, operations and properties of the Company and its
subsidiaries, in the course of which it identifies and evaluates
associated costs and liabilities (including, without limitation, any
capital or operating expenditures required for clean-up, closure of
properties or compliance with Environmental Laws or any permit,
license or approval, any related constraints on operating activities
and any potential liabilities to third parties). On the basis of such
review, the Company has reasonably concluded that such associated
costs and liabilities would not, except to the extent properly accrued
for in the Company's financial statements, singly or in the aggregate,
have a material adverse effect on the Company and its subsidiaries,
taken as a whole.

(o) Except as otherwise set forth in the Prospectus or
such as are not material to the business, prospects, financial
condition or results of operation of the Company and its subsidiaries,
taken as a whole, the Company and each of its subsidiaries has good
and marketable title, free and clear of all liens, claims,
encumbrances and restrictions except liens for taxes not yet due and
payable, to all property and assets described in the Registration
Statement as being owned by it. All leases to which the Company or
any of its subsidiaries is a party are valid and binding and no
default has occurred or is continuing thereunder that might result in
any material adverse change in the business, prospects, financial
condition or results of operations of the Company and its subsidiaries
taken as a whole, and the Company and its subsidiaries enjoy peaceful
and undisturbed possession under all such leases to which any of

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
- 9 -
10
them is a party as lessee with such exceptions as do not materially
interfere with the use made by the Company or such subsidiary.

(p) The Company and each of its subsidiaries maintains
insurance as is customary in the industry.

(q) Coopers & Lybrand LLP, Deloitte & Touche LLP, Arthur
Andersen LLP, Ernst & Young LLP, Deloitte & Touche Chartered
Accountants, Kaplan Sipos & Associates, Blake, Kuehler, Babione &
Pool, Buckno Lisicky & Company and Osborn, Henning and Company are
independent public accountants with respect to the Company as required
by the Act.

(r) The financial statements, together with related
schedules and notes, forming part of the Registration Statement and
the Prospectus (and any amendment or supplement thereto), present
fairly the consolidated financial position, results of operations and
changes in financial position of the Company and its subsidiaries on
the basis stated in the Registration Statement at the respective dates
or for the respective periods to which they apply; such statements and
related schedules and notes have been prepared in accordance with
generally accepted accounting principles consistently applied
throughout the periods involved, except as disclosed therein; and the
other financial and statistical information and data set forth in the
Registration Statement and the Prospectus (and any amendment or
supplement thereto) is, in all material respects, accurately presented
and prepared on a basis consistent with such financial statements and
the books and records of the Company. No other financial statements
or schedules are required by the Act or the Exchange Act to be
included in the Registration Statement or the Prospectus.

(s) The Company is not an "investment company" or a
company "controlled" by an "investment company" within the meaning of
the Investment Company Act of 1940, as amended.

(t) No holder of any security of the Company has any
right to require registration of shares of Common Stock or any other
security of the Company because of the filing of the Registration
Statement, which has not been waived.

(u) The Shares are duly authorized for listing on the New
York Stock Exchange, subject to official notice of issuance.

(v) There are no outstanding subscriptions, rights,
warrants, options, calls, convertible securities, commitments of sale
or liens related to or entitling any person to purchase or otherwise
to acquire any shares of the capital stock of, or other ownership
interest in, the Company or any subsidiary thereof except as otherwise
disclosed in the Registration Statement or Prospectus.

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
- 10 -

(w) Except as disclosed in the Prospectus, there are no
business relationships or related party transactions required to be
disclosed therein by Item 404 of Regulation S-K of the Commission.

(x) There is (i) no significant unfair labor practice
complaint pending against the Company or any of its subsidiaries or,
to the knowledge of the Company, threatened against any of them,
before the National Labor Relations Board or any state or local labor
relations board, and no significant grievance or significant
arbitration proceeding arising out of or under any collective
bargaining agreement is so pending against the Company or any of its
subsidiaries or, to the best knowledge of the Company, threatened
against any of them, and (ii) no significant strike, labor dispute,
slowdown or stoppage pending against the Company or any of its
subsidiaries or, to the best knowledge of the Company, threatened
against it or any of its subsidiaries except for such actions
specified in clause (i) or (ii) above, which, singly or in the
aggregate could not reasonably be expected to have a material adverse
effect on the Company and its subsidiaries, taken as a whole.

(y) The Company and each of its subsidiaries maintains a
system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations; (ii)
transactions are recorded as necessary to permit preparation of
financial statements in conformity with generally accepted accounting
principles and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management's general or
specific authorization; and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.

(z) All material tax returns required to be filed by the
Company and each of its subsidiaries in any jurisdiction have been
filed, other than those filings being contested in good faith, and all
material taxes, including withholding taxes, penalties and interest,
assessments, fees and other charges due pursuant to such returns or
pursuant to any assessment received by the Company or any of its
subsidiaries have been paid, other than those being contested in good
faith and for which adequate reserves have been provided.

(aa) Subsequent to the respective dates as of which
information is given in the Registration Statement and the Prospectus
and prior to the Closing Date, or if later, the Option Closing Date
(i) there has not been and will not have been, except as set forth in
or as contemplated by the Registration Statement and the Prospectus
any change in the capitalization, long term or short term debt or in
the capital stock or equity of the Company or any of its subsidiaries,
(ii) neither the Company nor any of its subsidiaries has incurred any
material liabilities or obligations, direct or contingent, nor has it
entered into any material transactions other than pursuant to this
Agreement, and the transactions referred to herein, or as contemplated
in the Prospectus, and (iii) there has not been any material adverse
effect, or any development involving a prospective material adverse
effect, in or affecting the general affairs, management, financial
position, shareholders' equity (or, with respect to partnership
subsidiaries, partnership capital), net worth or results of operations
of the Company and its subsidiaries, taken as a whole.

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
- 11 -
12
(bb) The Company and its affiliates have not taken, and
will not take, directly or indirectly, any action designed to, or
which might reasonably be expected to, cause or result in
stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Shares pursuant to the
distribution contemplated by this Agreement, and other than as
permitted by the Act, the Company has not distributed and will not
distribute any prospectus or other offering material in connection
with the offering and sale of the Shares.

Any certificate or other document signed by any officer or authorized
representative of the Company and delivered to the Representatives or to
counsel for the Underwriters shall be deemed a representation and warranty of
the Company to each Underwriter as to the matter covered thereby.

7. Indemnification.

(a) The Company agrees to indemnify and hold harmless
each Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), from
and against any and all losses, claims, damages, liabilities and
judgments caused by any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or the
Prospectus (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) or any preliminary
prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or judgments are caused by any
such untrue statement or omission or alleged untrue statement or
omission based upon information relating to any Underwriters furnished
in writing to the Company by or on behalf of any Underwriter through
you expressly for use therein.

(b) The indemnity agreement contained in paragraph 7(a),
with respect to any preliminary prospectus, shall not inure to the
benefit of any Underwriter to the extent that any loss, claim, damages
or liability results from the fact that a copy of the Prospectus was
not sent or given by or on behalf of such Underwriter to the person
asserting any such loss, claim, damages or liability to the extent
that the Prospectus would have cured the defect giving rise to such
loss, claim, damages, liability or judgment if such Underwriter shall
have been provided with the number of copies of the Prospectus
requested by such Underwriter and it is judicially determined that
such delivery was required under the Securities Act and was not so
made.

(c) In case any action shall be brought against any
Underwriter or any person controlling such Underwriter, based upon any
preliminary prospectus, the Registration Statement or the Prospectus
or any amendment or supplement thereto and with respect to which
indemnity may be sought against the Company, such Underwriter shall
promptly notify the Company in writing and the Company shall assume
the defense thereof, including the employment of counsel reasonably
satisfactory to such indemnified party and payment of all fees and
expenses. Any Underwriter or any such controlling person shall have
the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Underwriter or such controlling

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
- 12 -

person unless (i) the employment of such counsel has been specifically
authorized in writing by the Company, (ii) the Company shall have
failed to assume the defense and employ counsel or (iii) the named
parties to any such action (including any impleaded parties) include
both such Underwriter or such controlling person and the Company and
such Underwriter or such controlling person shall have been advised by
such counsel that there may be one or more legal defenses available to
it which are different from or additional to those available to the
Company (in which case the Company shall not have the right to assume
the defense of such action on behalf of such Underwriter or such
controlling person, it being understood, however, that the Company
shall not, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) for all such Underwriters
and controlling persons, which firm shall be designated in writing by
Donaldson, Lufkin & Jenrette Securities Corporation and that all such
fees and expenses shall be reimbursed as they are incurred). The
Company shall not be liable for any settlement of any such action
effected without its written consent but if settled with the written
consent of the Company, the Company agrees to indemnify and hold
harmless any Underwriter and any such controlling person from and
against any loss or liability by reason of such settlement.
Notwithstanding the immediately preceding sentence, if in any case
where the fees and expenses of counsel are at the expense of the
Company and an indemnified party shall have requested the Company to
reimburse the indemnified party for such fees and expenses of counsel
as incurred, the Company agrees that it shall be liable for any
settlement of any action effected without its written consent if (i)
such settlement is entered into more than forty business days after
the receipt by the Company of the aforesaid request and (ii) the
Company shall have failed to reimburse the indemnified party in
accordance with such request for reimbursement prior to the date of
such settlement. The Company shall not, without the prior written
consent of the indemnified party, effect any settlement of any pending
or threatened proceeding in respect of which any indemnified party is
or could have been a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes
an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.

(d) Each Underwriter agrees, severally and not jointly,
to indemnify and hold harmless the Company, its directors, its
officers who sign the Registration Statement, any person controlling
the Company within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, to the same extent as the foregoing indemnity
from the Company to each Underwriter but only with reference to
information relating to such Underwriter furnished in writing by or on
behalf of such Underwriter through you expressly for use in the
Registration Statement, the Prospectus or any preliminary prospectus.
In case any action shall be brought against the Company, any of its
directors, any such officer or any person controlling the Company
based on the Registration Statement, the Prospectus or any preliminary
prospectus and in respect of which indemnity may be sought against any
Underwriter, the Underwriter shall have the rights and duties given to
the Company (except that if the Company shall have assumed the defense
thereof, such Underwriter shall not be required to do so, but may
employ separate counsel therein and participate in the defense thereof
but the fees and expenses of such counsel

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
- 13 -

shall be at the expense of such Underwriter), and the Company, its
directors, any such officers and any person controlling the Company
shall have the rights and duties given to the Underwriter, by Section
7(c) hereof.

(e) If the indemnification provided for in this Section 7
is unavailable to an indemnified party in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then
each indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages,
liabilities and judgments (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand
and the Underwriters on the other hand from the offering of the Shares
or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above
but also the relative fault of the Company and the Underwriters in
connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or judgments, as well as any
other relevant equitable considerations. The relative benefits
received by the Company and the Underwriters shall be deemed to be in
the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Company, and the total
underwriting discounts and commissions received by the Underwriters,
bear to the total price to the public of the Shares, in each case as
set forth in the table on the cover page of the Prospectus. The
relative fault of the Company and the Underwriters shall be determined
by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the Company or the
Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.

The Company and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Section 7(e) were
determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph. The amount paid
or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of
this Section 7, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the
Shares underwritten by it and distributed to the public were offered
to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters'
obligations to contribute pursuant to this Section 7(e) are several in
proportion to the respective number of Shares purchased by each of the
Underwriters hereunder and not joint.

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
- 14 -

(f) The Company hereby designates CT Corporation Systems,
Inc., 1633 Broadway, New York, New York 10019, (a Delaware
corporation) as its authorized agent, upon which process may be served
in any action, suit or proceeding which may be instituted in any state
or federal court in the State of New York by any Underwriter or person
controlling an Underwriter asserting a claim for indemnification or
contribution under or pursuant to this Section 7, and the Company will
accept the jurisdiction of such court in such action, and waives, to
the fullest extent permitted by applicable law, any defense based upon
lack of personal jurisdiction or venue. A copy of any such process
shall be sent or given to the Company, at the address for notices
specified in Section 10 hereof.

8. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters under this Agreement are subject to the
satisfaction of each of the following conditions:

(a) All the representations and warranties of the Company
contained in this Agreement shall be true and correct on the Closing
Date and the Option Closing Date with the same force and effect as if
made on and as of the Closing Date or the Option Closing Date, as the
case may be.

(b) The Registration Statement shall have become
effective not later than 5:00 P.M., (and in the case of a Registration
Statement filed under 462(b) of the Act, not later than 10:00 P.M.)
New York City time, on the date of this Agreement or at such later
date and time as you may approve in writing, and at the Closing Date
and the Option Closing Date, as the case be, no stop order suspending
the effectiveness of the Registration Statement shall have been issued
and no proceedings for that purpose shall have been commenced or shall
be pending before or contemplated by the Commission.

(c) (i) Since the date of the latest balance sheet
included in the Registration Statement and the Prospectus, there shall
not have been any material adverse change, or any development
involving a prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, affairs or business
prospects, whether or not arising in the ordinary course of business,
of the Company, (ii) since the date of the latest balance sheet
included in the Registration Statement and the Prospectus there shall
not have been any change, or any development involving a prospective
material adverse change, in the capital stock or in the long-term debt
of the Company from that set forth in the Registration Statement and
Prospectus, (iii) the Company and its subsidiaries shall have no
liability or obligation, direct or contingent, which is material to
the Company and its subsidiaries, taken as a whole, other than those
reflected in the Registration Statement and the Prospectus and (iv) on
the Closing Date and the Option Closing Date you shall have received a
certificate dated the Closing Date, and the Option Closing Date, as
the case may be, signed by John E. Drury and Earl E. DeFrates, in
their capacities as the Chief Executive Officer and Chief Financial
Officer of the Company, confirming the matters set forth in paragraphs
(a), (b), and (c) of this Section 8.

(d) You shall have received on the Closing Date and the
Option Closing Date an opinion (satisfactory to you and counsel for
the Underwriters), dated the Closing Date or the

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
- 15 -

Option Closing, as applicable, of Vinson & Elkins L.L.P., counsel for
the Company, to the effect that:

(i) the Company has been duly incorporated, is
validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation and has the
corporate power and authority required to carry on its
business as it is currently being conducted and to own, lease
and operate its properties;

(ii) the Shares have been duly authorized, and
when issued and delivered to the Underwriters against payment
therefor as provided by this Agreement, will have been validly
issued and will be fully paid and non-assessable, and the
issuance of such Shares is not subject to any statutory
preemptive rights or, to the knowledge of such counsel, any
other similar rights;

(iii) this Agreement has been duly authorized,
executed and delivered by the Company and is a valid and
binding agreement of the Company enforceable in accordance
with its terms (except as enforcement of rights to indemnity
and contribution thereunder may be limited under applicable
laws or principles of public policy and subject to the
qualifications that the enforceability of the Company's
obligations hereunder may be limited by bankruptcy,
insolvency, reorganization, or other laws relating to or
affecting creditors' rights generally and by general
principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law));

(iv) the authorized capital stock of the Company,
including the Common Stock, conforms in all material respects
as to legal matters to the description thereof contained in
the Prospectus;

(v) the Registration Statement has become
effective under the Act, no stop order suspending its
effectiveness has been issued and no proceedings for that
purpose are, to the knowledge of such counsel, pending before
or contemplated by the Commission;

(vi) the statements under the captions
"Description of Capital Stock" in the Prospectus and Item 15
of Part II of the Registration Statement insofar as such
statements constitute a summary of legal matters or documents
referred to therein, fairly present the information called for
with respect to such legal matters or documents;

(vii) the execution, delivery and performance of
this Agreement by the Company, compliance by the Company with
all the provisions hereof and the consummation of the
transactions contemplated hereby will not require any consent,
approval, authorization or other order of any court,
regulatory body, administrative agency or other governmental
body (except such as may be required under the Act or

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
- 16 -

other securities or Blue Sky laws) and will not conflict with
or constitute a breach of any of the terms or provisions of,
or a default under, the charter or by-laws of the Company;

(viii) the Company is not an "investment company" or
a company "controlled" by an "investment company" within the
meaning of the Investment Company Act of 1940, as amended;

(ix) (1) the Registration Statement, the
Prospectus, any supplement or amendment thereto and each
document filed pursuant to the Exchange Act and incorporated
or deemed to be incorporated by reference in the Prospectus
(except for financial statements, financial and statistical
information contained therein as to which no opinion need be
expressed) comply as to form in all material respects with the
Act;

(e) You shall have received on the Closing Date and the
Option Closing Date an opinion (satisfactory to you and counsel for
the Underwriters), dated the Closing Date, of Snell & Smith L.L.P.,
counsel for the Company, to the effect that:

(i) each of the Company's Material Subsidiaries
has been duly incorporated, is validly existing as a
corporation in good standing under the laws of its
jurisdiction of incorporation and has the corporate power and
authority required to carry on its business as it is currently
being conducted and to own, lease and operate its properties;

(ii) the Company and each of its Material
Subsidiaries is duly qualified and is in good standing as a
foreign corporation authorized to do business in each
jurisdiction in which the nature of its business or its
ownership or leasing of property requires such qualification,
except where the failure to be so qualified would not have a
material adverse effect on the Company and its subsidiaries,
taken as a whole;

(iii) all of the outstanding shares of capital
stock of, or other ownership interests in, each of the
Company's subsidiaries have been duly and validly authorized
and issued and are fully paid and non-assessable, and are
owned by the Company, free and clear of any security interest,
claim, lien, encumbrance or adverse interest of any nature
(other than liens created under the Credit Facility);

(iv) all the outstanding shares of Common Stock
have been duly authorized and validly issued and are fully
paid, non-assessable and not subject to any statutory
preemptive rights or, to the knowledge of such counsel, any
other similar rights;

(v) neither the Company nor any of its Material
Subsidiaries is in violation of its respective charter or
by-laws and, to the best of such counsel's knowledge after due
inquiry, neither the Company nor any of its Material
Subsidiaries is in default in the performance of any
obligation, agreement or condition contained in any bond,
debenture, note or any other evidence of indebtedness or in
any other agreement, indenture or instrument material to the
conduct of the business of the Company and its

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
- 17 -

18
subsidiaries, taken as a whole, to which the Company or any of
its Material Subsidiaries is a party or by which it or any of
its subsidiaries or their respective property is bound;

(vi) the execution, delivery and performance of
this Agreement by the Company, compliance by the Company with
all the provisions hereof and the consummation of the
transactions contemplated hereby will not conflict with or
constitute a breach of any of the terms or provisions of, or a
default under, the charter or by-laws of any of the Company's
Material Subsidiaries or any agreement, indenture or other
instrument to which the Company or any of its Material
Subsidiaries is a party or by which the Company or any of its
Material Subsidiaries or their respective properties are
bound, or violate or conflict with any laws, administrative
regulations or rulings or court decrees applicable to the
Company or any of its subsidiaries or their respective
properties;

(vii) to such counsel's knowledge there are no
legal or governmental proceedings pending or threatened to
which the Company or any of its subsidiaries is a party or to
which any of their respective property is subject which is
required to be described in the Registration Statement or the
Prospectus and is not so described, or of any contract or
other document which is required to be described in the
Registration Statement or the Prospectus or is required to be
filed as an exhibit to the Registration Statement which is not
described or filed as required; such counsel does not have
any reason to believe that the description of litigation in
the Prospectus is not accurate and complete in all material
respects;

(viii) to such counsel's knowledge, except as
described in the Prospectus, neither the Company nor any of
its subsidiaries has violated any Environmental Laws, nor any
federal or state law relating to discrimination in the hiring,
promotion or pay of employees nor any applicable federal or
state wages and hours laws, nor any provisions of the Employee
Retirement Income Security Act or the rules and regulations
promulgated thereunder, which in each case might result in any
material adverse change in the business, prospects, financial
condition or results of operation of the Company and its
subsidiaries, taken as a whole;

(ix) to such counsel's knowledge, the Company and
each of its subsidiaries has such permits, licenses,
franchises and authorizations of governmental or regulatory
authorities ("permits"), including, without limitation, under
any applicable Environmental Laws, as are necessary to own,
lease and operate its respective properties and to conduct its
business in the manner described in the Prospectus except
where the failure to have such permits would not have a
material adverse effect on the Company and its subsidiaries
taken as a whole; to such counsel's knowledge, the Company and
each of its subsidiaries has fulfilled and performed all of
its material obligations with respect to such permits and no
event has occurred which allows, or after notice or lapse of
time would allow, revocation or termination thereof or results
in any other material impairment of the rights of the holder
of any such permit, subject in each case to such

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
- 18 -

qualification as may be set forth in the Prospectus; and,
except as described in the Prospectus, such permits contain no
restrictions that are materially burdensome to the Company or
any of its subsidiaries;

(x) to such counsel's knowledge, no holder of any
security of the Company has any right to require registration
of shares of Common Stock or any other security of the Company
as a result of filing the Registration Statement, which have
not been waived;

(xi) such counsel believes that (except for
financial statements, financial and statistical information
contained therein, as aforesaid) the Registration Statement
and the prospectus included therein at the time the
Registration Statement became effective did not contain any
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading, and that the
Prospectus, as amended or supplemented, if applicable (except
for financial statements, and financial and statistical
information, as aforesaid) does not contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading;

(xii) all descriptions in the Prospectus of
statutes, regulations or legal or governmental proceedings in
all material respects are accurate and fairly present the
information required to be shown;

The opinion of Vinson & Elkins L.L.P. referred to in
subsection (d) above shall contain a statement that such counsel
believes that (except for financial statements, financial and
statistical information contained therein, as aforesaid) the
Registration Statement and the prospectus included therein at the time
the Registration Statement became effective did not contain any untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading, and that the Prospectus, as amended or supplemented, if
applicable (except for financial statements, and financial and
statistical information, as aforesaid) does not contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Vinson &
Elkins L.L.P. and Snell & Smith L.L.P., in giving their opinions with
respect to the matters covered by clauses (d)(ix) and (e)(xi) may
state that their opinions and beliefs are based upon their
participation in the preparation of the Registration Statement and
Prospectus and any amendments or supplements thereto and review and
discussion of the contents thereof, but are without independent check
or verification except as specified.

In giving the opinions described in clauses (d) and (e) above,
such counsel may rely as to factual matters on information set forth
in certificates of the Company or public officials.

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
- 19 -

The opinion of Vinson & Elkins L.L.P. and Snell & Smith L.L.P.
described in paragraphs (d) and (e) above shall be rendered to you at
the request of the Company and shall so state therein.

(f) You shall have received on the Closing Date and the
Option Closing Date an opinion, dated the Closing Date or the Option
Closing Date, as the case may be, of McDermott, Will & Emery, counsel
for the Underwriters, in form and substance satisfactory to you.

(g) You shall have received a letter on and as of the
Closing Date and the Option Closing Date, in form and substance
satisfactory to you, (i) from Coopers & Lybrand LLP, independent
public accountants, with respect to the financial statements and
certain financial information contained in the Registration Statement
and the Prospectus and substantially in the form and substance of the
letter delivered to you by Coopers & Lybrand LLP on the date of this
Agreement, (ii) from Deloitte & Touche L.L.P., Arthur Andersen L.L.P.,
Ernst & Young LLP, Deloitte & Touche Chartered Accountants, Kaplan
Sipos & Associates, Blake, Kuehler, Babione & Pool, Buckno Lisicky &
Company and Osborn, Henning and Company, independent public
accountants, each with respect to the financial statements and certain
financial information contained in the Registration Statement and the
Prospectus and in each case substantially in the form and substance of
the letter delivered to you by such firm on the date of this Agreement.

(h) The Company shall not have failed at or prior to the
Closing Date to perform or comply with any of the agreements herein
contained and required to be performed or complied with by the Company
at or prior to the Closing Date or the Option Closing Date as the case
may be.

9. Effective Date of Agreement and Termination. This Agreement
shall become effective upon the later of (i) execution of this Agreement and
(ii) when notification of the effectiveness of the Registration Statement has
been released by the Commission.

This Agreement may be terminated at any time prior to the Closing Date
by you by written notice to the Company if any of the following has occurred:
(i) since the respective dates as of which information is given in the
Registration Statement and the Prospectus, any adverse change or development
involving a prospective adverse change in the condition, financial or
otherwise, of the Company or any of its subsidiaries or the earnings, affairs,
or business prospects of the Company or any of its subsidiaries, whether or not
arising in the ordinary course of business, which would, in your judgment, make
it impracticable to market the Shares on the terms and in the manner
contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities
or other national or international calamity or crisis or change in economic
conditions or in the financial markets of the United States or elsewhere that,
in your judgment, is material and adverse and would, in your judgment, make it
impracticable to market the Shares on the terms and in the manner contemplated
in the Prospectus, (iii) the suspension or material limitation of trading in
securities on the New York Stock Exchange, the American Stock Exchange or the
NASDAQ National Market System or limitation on prices for securities on any
such exchange or National Market System, (iv) the enactment, publication,
decree or other promulgation of

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
- 20 -

any federal or state statute, regulation, rule or order of any court or other
governmental authority which in your opinion materially and adversely affects,
or will materially and adversely affect, the business or operations of the
Company or any Subsidiary, (v) the declaration of a banking moratorium by
either federal or New York State authorities or (vi) the taking of any action
by any federal, state or local government or agency in respect of its monetary
or fiscal affairs which in your opinion has a material adverse effect on the
financial markets in the United States.

If on the Closing Date or on an Option Closing Date, as the case may
be, any one or more of the Underwriters shall fail or refuse to purchase the
Firm Shares or Additional Shares, as the case may be, which it or they have
agreed to purchase hereunder on such date and the aggregate number of Firm
Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters, as the case may be, agreed but failed or refused
to purchase is not more than one-tenth of the total number of Shares to be
purchased on such date by all Underwriters, each non-defaulting Underwriter
shall be obligated severally, in the proportion which the number of Firm Shares
set forth opposite its name in Schedule I bears to the total number of Firm
Shares which all the non-defaulting Underwriters, as the case may be, have
agreed to purchase, or in such other proportion as you may specify, to purchase
the Firm Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters, as the case may be, agreed but failed or refused
to purchase on such date; provided that in no event shall the number of Firm
Shares or Additional Shares, as the case may be, which any Underwriter has
agreed to purchase pursuant to Section 2 hereof be increased pursuant to this
Section 9 by an amount in excess of one-ninth of such number of Firm Shares or
Additional Shares, as the case may be, without the written consent of such
Underwriter. If on the Closing Date or on an Option Closing Date, as the case
may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm
Shares, or Additional Shares, as the case may be, and the aggregate number of
Firm Shares or Additional Shares, as the case may be, with respect to which
such default occurs is more than one-tenth of the aggregate number of Shares to
be purchased on such date by all Underwriters and arrangements satisfactory to
you and the Company for purchase of such Shares are not made within 48 hours
after such default, this Agreement will terminate without liability on the part
of any non-defaulting Underwriter and the Company. In any such case which does
not result in termination of this Agreement, either you or the Company shall
have the right to postpone the Closing Date or the applicable Option Closing
Date, as the case may be, but in no event for longer than seven days, in order
that the required changes, if any, in the Registration Statement and the
Prospectus or any other documents or arrangements may be effected. Any action
taken under this paragraph shall not relieve any defaulting Underwriter from
liability in respect of any default of any such Underwriter under this
Agreement.

10. Miscellaneous. Notices given pursuant to any provision of
this Agreement shall be addressed as follows: (a) if to the Company, to USA
Waste Services, Inc., 1001 Fannin Street, Suite 4000, Houston, Texas 77002 and
(b) if to any Underwriter or to you, to you c/o Donaldson, Lufkin & Jenrette
Securities Corporation, 277 Park Avenue, New York, New York 10172, Attention:
Syndicate Department, or in any case to such other address as the person to be
notified may have requested in writing.

The respective indemnities, contribution agreements, representations,
warranties and other statements of the Company, its officers and directors and
of the several Underwriters set forth in or made

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
- 21 -

pursuant to this Agreement shall remain operative and in full force and effect,
and will survive delivery of and payment for the Shares, regardless of (i) any
investigation, or statement as to the results thereof, made by or on behalf of
any Underwriter or by or on behalf of the Company, the officers or directors of
the Company or any controlling person of the Company, (ii) acceptance of the
Shares and payment for them hereunder and (iii) termination of this Agreement.

If this Agreement shall be terminated by the Underwriters because of
any failure or refusal on the part of the Company to comply with the terms or
to fulfill any of the conditions of this Agreement, the Company agrees to
reimburse the several Underwriters for all out-of-pocket expenses (including
the fees and disbursements of counsel) reasonably incurred by them.

Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Company, the
Underwriters, any controlling persons referred to herein and their respective
successors and assigns, all as and to the extent provided in this Agreement,
and no other person shall acquire or have any right under or by virtue of this
Agreement. The term "successors and assigns" shall not include a purchaser of
any of the Shares from any of the several Underwriters merely because of such
purchase.

This Agreement shall be governed and construed in accordance with the
laws of the State of New York.

This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument.

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
- 22 -

Please confirm that the foregoing correctly sets forth the agreement
between the Company and the several Underwriters.

Very truly yours,

USA WASTE SERVICES, INC.

By: /s/ EARL E. DeFRATES
----------------------------------
Title: Executive Vice President
and CFO

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
DEUTSCHE MORGAN GRENFELL INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED

Acting severally on behalf of
themselves and the several
Underwriters named in
Schedule I hereto

By: DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By: /s/ MARK A. PYTOSH
----------------------------

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
- 23 -

SCHEDULE I

Number of Firm
Shares
Underwriters to Be Purchased
------------ ---------------

Donaldson, Lufkin & Jenrette Securities Corporation . . . . . . . . . . . . . . . 2,005,000
Deutsche Morgan Grenfell Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . 2,005,000
Goldman, Sachs & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,005,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated . . . . . . . . . . . . . . . 2,005,000
ABN Amro Chicago Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . 90,000
Bear, Stearns & Co. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,000
Alex. Brown & Sons Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . 90,000
BT Securities Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,000
Credit Suisse First Boston Corporation . . . . . . . . . . . . . . . . . . . . . 90,000
Dillon, Read & Co. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,000
Morgan Stanley & Co. Incorporated . . . . . . . . . . . . . . . . . . . . . . . . 90,000
NatWest Securities Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,000
Oppenheimer & Co., Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,000
Robertson, Stephens & Company LLC . . . . . . . . . . . . . . . . . . . . . . . . 90,000
Salomon Brothers Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,000
Smith Barney Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,000
Robert W. Baird & Co. Incorporated . . . . . . . . . . . . . . . . . . . . . . . 45,000
CIBC Wood Gundy Securities Corp. . . . . . . . . . . . . . . . . . . . . . . . . 45,000
Cleary Gull Reiland & McDevitt Inc. . . . . . . . . . . . . . . . . . . . . . . . 45,000
Fahnestock & Co. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,000
First Analysis Securities Corporation . . . . . . . . . . . . . . . . . . . . . . 45,000
Interstate/Johnson Lane Corporation . . . . . . . . . . . . . . . . . . . . . . . 45,000
McDonald & Company Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . 45,000
Morgan Keegan & Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . 45,000
Ohio Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,000
Parker/Hunter Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,000
Pennsylvania Merchant Group Ltd . . . . . . . . . . . . . . . . . . . . . . . . . 45,000
Principal Financial Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . 45,000
Raymond James & Associates, Inc. . . . . . . . . . . . . . . . . . . . . . . . . 45,000
Sanders Morris Mundy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,000
Sands Brothers & Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,000
Southwest Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,000
Sutro & Co. Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,000
Toronto Dominion Securities (USA) Inc. . . . . . . . . . . . . . . . . . . . . . 45,000
Tucker Anthony Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,000
Van Kasper & Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,000
----------
TOTAL 10,000,000
==========

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
SCHEDULE I-1

ANNEX I

MATERIAL SUBSIDIARIES

STATE OF
SUBSIDIARY INCORPORATION
[S] [C]
Chambers Development Company, Inc. Delaware
Empire Sanitary Landfill, Inc. Pennsylvania
Envirofil, Inc. Delaware
Sanifill, Inc. Delaware
Western Waste Industries California
Canadian Waste Services, Inc. Ontario, Canada
Quebec Waste Services, Inc. Quebec, Canada

USA WASTE SERVICES, INC.
UNDERWRITING AGREEMENT -- COMMON STOCK
ANNEX I-1

   1





                                  $500,000,000

                            USA WASTE SERVICES, INC.

                   4% CONVERTIBLE SUBORDINATED NOTES DUE 2002

                             UNDERWRITING AGREEMENT



                                                                February 3, 1997



DONALDSON, LUFKIN & JENRETTE
   SECURITIES CORPORATION
DEUTSCHE MORGAN GRENFELL INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE,
   FENNER & SMITH INCORPORATED
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York  10172

Dear Sirs:

         USA Waste Services, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell $500,000,000 principal amount of its 4% Convertible
Subordinated Notes due 2002 (the "Firm Securities"), to the several
underwriters named in Schedule I hereto (the "Underwriters").  The Company also
proposes to issue and sell to the several Underwriters not more than
$35,275,000 additional principal amount of 4% Convertible Subordinated Notes
due 2002 (the "Additional Securities") if requested by the Underwriters as
provided in Section 2 hereof.  The Firm Securities and the Additional
Securities are herein collectively called the Securities.  The Securities are
to be issued pursuant to the provisions of an indenture (the "Indenture") to be
dated as of February 1, 1997 between the Company and Texas Commerce Bank,
National Association, as trustee (the "Trustee").  The terms of the Securities
are set forth in resolutions of the Pricing Committee of the Board of Directors
of the Company dated February 3, 1997 (the "Resolutions").

         1.      Registration Statement and Prospectus.  The Company has
prepared and filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively called the "Act"), a registration statement on Form S-3
(Registration No. 333-17453), including a prospectus relating to the
Securities, which may be amended.  The registration statement as
   2
amended at the time when it became effective, including all documents or
information incorporated or deemed to be incorporated by reference therein is
referred to as the "Registration Statement"; and the prospectus in the form
first used to confirm sales of Securities, (including (a) the information
contained in any prospectus supplement relating to the Securities or deemed to
be part of the Registration Statement at effectiveness pursuant to Rule 430A or
Rule 434 of the Act, and (b) any documents or information incorporated or
deemed to be incorporated by reference into such prospectus), are hereinafter
referred to as the "Prospectus".  Any registration statement (including any
amendment or supplement thereto or information which is deemed to be a part
thereof) filed by the Company under Rule 462(b) of the Act (a "Rule 462(b)
Registration Statement") shall be deemed to be a part of the Registration
Statement.  If the Company elects to rely on Rule 434 under the Act, all
references to the Prospectus shall be deemed to also include, without
limitation, the form of prospectus and term sheet (a "Term Sheet"), taken
together, provided to the Underwriters by the Company in reliance on Rule 434
under the Act (the "Rule 434 Prospectus").  All references in this Agreement to
financial statements and schedules and other information which is "contained,"
"included," "described" or "stated" in the Registration Statement or the
Prospectus (and all references of like import) shall be deemed to mean and
include all such financial statements and schedules and other information which
is or is deemed to be incorporated by reference in the Registration Statement
or the Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement or the Prospectus shall
be deemed to mean and include, without limitation, even through not
specifically stated, any document filed under the Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder (the
"Exchange Act") which is or is deemed to be incorporated by reference in the
Registration Statement or the Prospectus after the effective date, as the case
may be.

         2.      Agreements to Sell and Purchase.  On the basis of the
representations and warranties contained in this Agreement, and subject to its
terms and conditions, the Company agrees to issue and sell, and each
Underwriter agrees, severally and not jointly, to purchase from the Company the
principal amount of Securities set forth opposite the name of such Underwriter
in Schedule I hereto at 97.5% of the principal amount thereof (the "Purchase
Price") plus accrued interest thereon, if any, from February 7, 1997 to the
date of payment and delivery.

         On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to issue
and sell and the Underwriters shall have the right to purchase, severally and
not jointly, up to an aggregate $45,000,000 principal amount of Additional
Securities from the Company at the Purchase Price.  Additional Securities may
be purchased solely for the purpose of covering over-allotments made in
connection with the offering of the Firm Securities.  The Underwriters may
exercise their right to purchase Additional Securities in whole or in part from
time to time by giving written notice thereof to the Company within 30 days
after the date of this Agreement.  You shall give any such notice on behalf of
the Underwriters and such notice shall specify the aggregate number of
Additional Securities to be purchased pursuant to such exercise and the date
for payment and delivery thereof.  The date specified in any such notice shall
be a business day (i) no earlier than the Closing Date (as hereinafter
defined), (ii) no later than ten business days after such notice has been given
and (iii) no earlier than two business days after such notice has been given.
If any Additional Securities are to be purchased, each Underwriter, severally
and not jointly, agrees to purchase from the Company the principal amount of
Additional Securities which bears the same proportion to the





                            USA WASTE SERVICES, INC.
            UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 2 -
   3
total principal amount of Additional Securities to be purchased from the
Company as the principal amount of Firm Securities set forth opposite the name
of such Underwriter in Schedule I bears to the total principal amount of Firm
Securities.

         Except pursuant to the concurrent offering of common stock of the
Company, the Company hereby agrees and the Company shall, concurrently with the
execution of this Agreement, deliver an agreement executed by each of the
directors and executive officers of the Company, pursuant to which each such
person agrees, not to offer, sell, contract to sell, grant any option to
purchase, or otherwise dispose of any Common Stock $.01 par value per share, of
the Company (the "Common Stock") or any securities convertible into or
exercisable or exchangeable for such Common Stock or in any other manner
transfer all or a portion of the economic consequences associated with the
ownership of any such Common Stock, except to the Underwriters pursuant to this
Agreement, for a period of 90 days after the date of the Prospectus without the
prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation.
Notwithstanding the foregoing, (i) 250,000 shares of the shares of Common Stock
owned by Donald F. Moorehead, Jr. and 500,000 shares of the shares of Common
Stock owned by John G. Rangos, Sr. and Alexander Rangos will not be subject to
the foregoing restriction and during such 90-day period (ii) the Company may
grant stock options pursuant to the Company's existing director and employee
benefit plans, (iii) the Company may issue shares of its Common Stock pursuant
to existing contractual obligations or upon the exercise of an option or
warrant or the conversion of a security outstanding on the date hereof and (iv)
the Company may issue shares of its Common Stock as consideration in the
acquisition of businesses or assets by the Company or its subsidiaries.

         3.      Terms of Public Offering.  The Company is advised by you that
the Underwriters propose (i) to make a public offering of their respective
portions of the Securities as soon after the effective date of the Registration
Statement as in your judgment is advisable and (ii) initially to offer the
Securities upon the terms set forth in the Prospectus.

         4.      Delivery and Payment.  Delivery to the Underwriters of and
payment for the Firm Securities shall be made at 10:00 A.M., New York City
time, on the third or fourth business day unless otherwise permitted by the
Commission pursuant to Rule 15c6-1 of the Exchange Act (the "Closing Date")
following the date of the initial public offering at such place as you shall
designate.  The Closing Date and the location of delivery of and the form of
payment for the Firm Securities may be varied by agreement between you and the
Company.

         Delivery to the Underwriters of and payment for any Additional
Securities to be purchased by the Underwriters shall be made at such place as
you shall designate at 10:00 A.M., New York City time, on the date specified in
the applicable exercise notice given by you pursuant to Section 2 (an "Option
Closing Date").  Any such Option Closing Date and the location of delivery of
and the form of payment for such Additional Securities may be varied by
agreement between you and the Company.

         The Securities shall be registered in such names and issued in such
denominations as you shall request in writing not later than two full business
days prior to the Closing Date or an Option Closing Date, as the case may be.
A global certificate for the Securities shall be made available to you for
inspection not later than 9:30 A.M., New York City time, on the business day
next preceding the Closing





                            USA WASTE SERVICES, INC.
            UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 3 -
   4
Date or an Option Closing Date, as the case may be.  A global certificate for
the Securities in definitive form evidencing the Securities shall be delivered
to you on the Closing Date or the applicable Option Closing Date, as the case
may be, with any transfer taxes thereon duly paid by the Company, for the
respective accounts of the several Underwriters, against payment of the
Purchase Price therefor by wire transfer in same day funds to an account
specified by the Company.

         5.      Agreements of the Company.  The Company agrees with you:

                 (a)      Immediately following the determination of the
         Purchase Price, to prepare, and file or transmit for filing with the
         Commission in accordance with Rule 424(b) of the Act, copies of a
         prospectus supplement relating to the Securities and containing all
         information required under the Act.

                 (b)      To advise you promptly and, if requested by you, to
         confirm such advice in writing, (i) when the Registration Statement
         has become effective and when any post-effective amendment to it
         becomes effective, (ii) of the receipt of comments from the Commission
         relating to the Registration Statement, (iii) of any request by the
         Commission for amendments to the Registration Statement or amendments
         or supplements to the Prospectus or for additional information, (iv)
         of the issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement or of the suspension of
         qualification of the Securities  for offering or sale in any
         jurisdiction, or the initiation of any proceeding for such purposes,
         and (v) of the happening of any event during the period referred to in
         paragraph (e) below which makes any statement of a material fact made
         in the Registration Statement or the Prospectus untrue or which
         requires the making of any additions to or changes in the Registration
         Statement or the Prospectus in order to make the statements therein
         not misleading.  If at any time the Commission shall issue any stop
         order suspending the effectiveness of the Registration Statement, the
         Company will make every reasonable effort to obtain the withdrawal or
         lifting of such order at the earliest possible time.

                 (c)      To furnish to you, without charge, five signed copies
         of the Registration Statement as first filed with the Commission and
         of each amendment to it, including all exhibits, and to furnish to you
         and each Underwriter designated by you such number of conformed copies
         of the Registration Statement as so filed and of each amendment to it,
         without exhibits, as you may reasonably request.

                 (d)      Prior to the termination of the offering of
         Securities, not to (i) file any 462(b) Registration Statement, (ii)
         file any amendment or supplement to the Registration Statement, (iii)
         file any document under the Exchange Act which shall be deemed to be
         incorporated by reference into the Prospectus, or (iv) make any
         amendment or supplement to the Prospectus (including the issuance or
         filing of any Term Sheet) of which you shall not previously have been
         advised or to which you shall reasonably object; and to prepare and
         file with the Commission, promptly upon your reasonable request, any
         462(b) Registration Statement, Term Sheet or amendment or supplement
         to the Registration Statement or the Prospectus which may be





                            USA WASTE SERVICES, INC.
          UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 4 -
   5
         necessary or advisable in connection with the distribution of the
         Securities by you, and to use its best efforts to cause the same to
         become promptly effective.

                 (e)      From time to time for such period as in the opinion
         of counsel for the Underwriters a prospectus is required by law to be
         delivered in connection with sales by an Underwriter or a dealer, to
         furnish to each Underwriter and dealer as many copies of the
         Prospectus (and of any amendment or supplement to the Prospectus) as
         such Underwriter or dealer may reasonably request.

                 (f)      If during the period specified in paragraph (e) any
         event shall occur as a result of which, in the opinion of counsel for
         the Underwriters, it becomes necessary to amend or supplement the
         Prospectus in order to make the statements therein, in the light of
         the circumstances when the Prospectus is delivered to a purchaser, not
         misleading, or if it is necessary to amend or supplement the
         Prospectus to comply with any law, forthwith to prepare and file with
         the Commission an appropriate amendment or supplement to the
         Prospectus so that the statements in the Prospectus, as so amended or
         supplemented, will not, in the light of the circumstances when it is
         so delivered, be misleading, or so that the Prospectus will comply
         with law, and to furnish to each Underwriter and to such dealers as
         you shall specify, such number of copies thereof as such Underwriter
         or dealers may reasonably request.

                 (g)      Prior to any public offering of the Securities, to
         cooperate with you and counsel for the Underwriters in connection with
         the registration or qualification of the Securities for offer and sale
         by the several Underwriters and by dealers under the state securities
         or Blue Sky laws of such jurisdictions as you may request, to continue
         such qualification in effect so long as required for distribution of
         the Securities and to file such consents to service of process or
         other documents as may be necessary in order to effect such
         registration or qualification.

                 (h)      To mail and make generally available to its
         securityholders as soon as reasonably practicable an earnings
         statement covering a period of at least twelve months after the
         Closing Date (but in no event commencing later than 90 days after such
         date) which shall satisfy the provisions of Section 11(a) of the Act.

                 (i)      During the period of five years after the date of
         this Agreement, (i) to mail as soon as reasonably practicable after
         the end of each fiscal year to the record holders of its Securities a
         financial report of the Company and its subsidiaries on a consolidated
         basis (and a similar financial report of all unconsolidated
         subsidiaries, if any), all such financial reports to include a
         consolidated balance sheet, a consolidated statement of operations, a
         consolidated statement of cash flows and a consolidated statement of
         shareholders' equity as of the end of and for such fiscal year,
         together with comparable information as of the end of and for the
         preceding year, certified by independent certified public accountants,
         and (ii) to make generally available as soon as practicable after the
         end of each quarterly period (except for the last quarterly period of
         each fiscal year) to such holders, a consolidated balance sheet, a
         consolidated statement of operations and a consolidated statement of
         cash flows (and similar financial reports of all unconsolidated
         subsidiaries, if any) as of the end of and for such period, and for
         the period from





                            USA WASTE SERVICES, INC.
          UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 5 -
   6
         the beginning of such year to the close of such quarterly period,
         together with comparable information for the corresponding periods of
         the preceding year.

                 (j)      During the period referred to in paragraph (i), to
         furnish to you as soon as available a copy of each report or other
         publicly available information of the Company mailed to the
         securityholders of the Company or filed with the Commission and such
         other publicly available information concerning the Company and its
         subsidiaries as you may reasonably request.

                 (k)      To pay all costs, expenses, fees and taxes incident
         to (i) the preparation, printing, filing and distribution under the
         Act of the Registration Statement (including financial statements and
         exhibits), each preliminary prospectus relating to the Securities and
         all amendments and supplements to any of them prior to or during the
         period specified in paragraph (e), (ii) the printing and delivery of
         the Prospectus and all amendments or supplements to it during the
         period specified in paragraph (e), (iii) the printing and delivery of
         this Agreement, the Indenture, the Preliminary and Supplemental Blue
         Sky Memoranda, (iv) the registration or qualification of the
         Securities for offer and sale under the securities or Blue Sky laws of
         the several states (including in each case the fees and disbursements
         of counsel for the Underwriters relating to such registration or
         qualification and memoranda relating thereto), (v) the listing of the
         Securities on the New York Stock Exchange, and (vi) furnishing such
         copies of the Registration Statement, the Prospectus and all
         amendments and supplements thereto as may be requested for use in
         connection with the offering or sale of the Securities by the
         Underwriters or by dealers to whom Securities may be sold.

                 (l)      To use its best efforts to maintain the listing of
         the Common Stock and the Securities on the New York Stock Exchange for
         a period of five years after the effective date of the Registration
         Statement.

                 (m)      To use its best efforts to do and perform all things
         required or necessary to be done and performed under this Agreement by
         the Company prior to the Closing Date or any Option Closing Date, as
         the case may be, and to satisfy all conditions precedent to the
         delivery of the Securities.

                 (n)      To use the net proceeds received by it from the sale
         of Shares in the manner specified in the Prospectus under "Use of
         Proceeds."

                 (o)      During the period beginning on the date hereof and
         continuing to and including the Closing Date and any Option Closing
         Date, not to offer, sell, contract to sell or otherwise dispose of any
         debt securities of the Company or warrants to purchase debt securities
         of the Company (other than (i) the Securities and (ii) commercial
         paper issued in the ordinary course of business), without your prior
         written consent.





                            USA WASTE SERVICES, INC.
          UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
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   7
         6.      Representations and Warranties of the Company.  The Company
represents and warrants to each Underwriter that:

                 (a)      The Company meets the requirements for use of Form
         S-3; the Registration Statement has become effective; no stop order
         suspending the effectiveness of the Registration Statement is in
         effect, and no proceedings for such purpose are pending before or have
         been threatened by the Commission.

                 (b)      At the time the Registration Statement, any 462(b)
         Registration Statement or any post-effective amendment to the
         Registration Statement became or becomes effective, on the date that
         any amendment or supplement to the Prospectus is filed with the
         Commission, and at the Closing Date, and if later, the Option Closing
         Date, (i) each part of the Registration Statement, when such part
         became effective, did not contain and each such part, as amended or
         supplemented, if applicable, will not contain any untrue statement of
         a material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading,
         (ii) the Registration Statement and the Prospectus comply and, as
         amended or supplemented, if applicable, will comply in all material
         respects with the Act and (iii) the Prospectus did not and does not
         contain and, as amended or supplemented, if applicable, will not
         contain any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements therein, in the light
         of the circumstances under which they were made, not misleading,
         except that the representations and warranties set forth in this
         paragraph (b) do not apply to statements or omissions in the
         Registration Statement or the Prospectus based upon information
         relating to any Underwriter furnished to the Company in writing by
         such Underwriter through you expressly for use therein.

                 (c)      Any term sheet or prospectus subject to completion
         provided by the Company to the Underwriters for use in connection with
         the offering and sale of the Securities pursuant to Rule 434 under the
         Act together are not materially different from the prospectus included
         in the Registration Statement (exclusive of any information deemed a
         part thereof by virtue of Rule 434(d)).  The documents incorporated or
         deemed to be incorporated by reference in the Prospectus pursuant to
         Item 12 of Form S-3 under the Act, at the time they were, or hereafter
         are, filed with the Commission, complied and will comply in all
         material respects with the requirements of the Exchange Act, and, when
         read together with other information in the Prospectus, at the time
         the Registration Statement became effective and as of the Closing Date
         and, if later, the Option Closing Date, and during the period
         specified in Section 5(e), did not and will not contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein, in
         the light of the circumstances under which they were made, not
         misleading.

                 (d)      Each preliminary prospectus filed as part of the
         registration statement as originally filed or as part of any amendment
         thereto, or filed pursuant to Rule 424 under the Act, and each Rule
         462(b) Registration Statement, if any, complied when so filed in all
         material respects with the Act; and did not contain an untrue
         statement of a material fact or omit to state





                            USA WASTE SERVICES, INC.
            UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 7 -
   8
         a material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading.

                 (e)      Annex I is an accurate and complete list of all
         subsidiaries of the Company (the "Material Subsidiaries") which
         accounted for more than $70.0 million of revenues during fiscal 1996
         or which, as of December 31, 1996, had assets in excess of $125.0
         million.  The Company and each of its subsidiaries has been duly
         incorporated, is validly existing as a corporation in good standing
         under the laws of its jurisdiction of incorporation and has the
         corporate power and authority to carry on its business as it is
         currently being conducted and to own, lease and operate its
         properties, and each is duly qualified and is in good standing as a
         foreign corporation authorized to do business in each jurisdiction in
         which the nature of its business or its ownership or leasing of
         property requires such qualification, except where the failure to be
         so qualified would not have a material adverse effect on the Company
         and its subsidiaries, taken as a whole.

                 (f)      All of the outstanding shares of capital stock of, or
         other ownership interests in, each of the Company's subsidiaries have
         been duly authorized and validly issued and are fully paid and
         non-assessable, and are owned by the Company, free and clear of any
         security interest, claim, lien, encumbrance or adverse interest of any
         nature (other than liens created under the Credit Facility (as defined
         in the Registration Statement)).

                 (g)      All the outstanding shares of capital stock of the
         Company have been duly authorized and validly issued and are fully
         paid, non-assessable and not subject to any preemptive or similar
         rights; and the shares of Common Stock issuable upon conversion of the
         Securities have been duly authorized and, when issued and delivered
         upon conversion of the Securities in accordance with their terms, will
         be validly issued, fully paid and non-assessable, and the issuance of
         such shares of Common Stock will not be subject to any preemptive or
         similar rights.  Upon payment of the Purchase Price and delivery of
         certificates representing the Securities, each of the Underwriters
         will receive the Securities free and clear of all liens, security
         interests or encumbrances.

                 (h)      The Securities have been duly authorized and, when
         executed and authenticated in accordance with the provisions of the
         Indenture and delivered to the Underwriters against payment therefor
         as provided by this Agreement, will be entitled to the benefits of the
         Indenture, and will be valid and binding obligations of the Company,
         enforceable in accordance with their terms except as (i) the
         enforceability thereof may be limited by bankruptcy, insolvency or
         similar laws affecting creditors' rights generally and (ii) rights of
         acceleration and the availability of equitable remedies may be limited
         by equitable principles of general applicability.

                 (i)      This Agreement has been duly authorized, executed and
         delivered by the Company and is a valid and binding agreement of the
         Company enforceable in accordance with its terms (except as
         enforcement of rights to indemnity and contribution hereunder may be
         limited by applicable laws or principles of public policy and subject
         to the qualifications that the enforceability of the Company's
         obligations hereunder may be limited by bankruptcy, insolvency,
         reorganization, or other laws relating to or affecting creditors'
         rights generally and





                            USA WASTE SERVICES, INC.
            UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 8 -
   9
         by general principles of equity, regardless of whether such
         enforceability is considered in a proceeding in equity or at law).

                 (j)      The Indenture has been duly qualified under the Trust
         Indenture Act of 1939, as amended, and has been duly authorized,
         executed and delivered by the Company and is a valid and binding
         agreement of the Company, enforceable in accordance with its terms
         except as (i) the enforceability thereof may be limited by bankruptcy,
         insolvency or similar laws creditors' rights generally and (ii) rights
         of acceleration and the availability of equitable remedies may be
         limited by equitable principles of general applicability.

                 (k)      The Securities conform as to legal matters to the
         description thereof contained in the Prospectus.

                 (l)      The authorized capital stock of the Company,
         including the Common Stock, conforms as to legal matters to the
         description thereof included in the Prospectus.

                 (m)      Neither the Company nor any of its subsidiaries is in
         violation of its respective charter or by-laws or in default in the
         performance of any obligation, agreement or condition contained in any
         bond, debenture, note or any other evidence of indebtedness or in any
         other agreement, indenture or instrument material to the conduct of
         the business of the Company and its subsidiaries, taken as a whole, to
         which the Company or any of its subsidiaries is a party or by which it
         or any of its subsidiaries or their respective property is bound.

                 (n)      The execution, delivery and performance of this
         Agreement, the Indenture and the Securities and compliance by the
         Company with all the provisions hereof and thereof and the
         consummation of the transactions contemplated hereby and thereby will
         not require any consent, approval, authorization or order of any
         court, regulatory body, administrative agency or other governmental
         body (except such as may be required under the securities or Blue Sky
         laws of the various states or jurisdictions outside the United States)
         and will not conflict with or constitute a breach of any of the terms
         or provisions of, or a default under, the charter or by-laws of the
         Company or any of its subsidiaries or any agreement, indenture or
         other instrument to which it or any of its subsidiaries is a party or
         by which it or any of its subsidiaries or their respective property is
         bound, or violate or conflict with any laws, administrative
         regulations or rulings or court decrees applicable to the Company, any
         of its subsidiaries or their respective property.

                 (o)      Except as otherwise set forth in the Prospectus,
         there are no material legal or governmental proceedings pending to
         which the Company or any of its subsidiaries is a party or of which
         any of their respective property is the subject, and, to the Company's
         knowledge, no such proceedings are threatened or contemplated.  No
         material development has occurred with respect to the legal
         proceedings described in the Registration Statement.  No contract or
         document of a character required to be described in the Registration
         Statement or the Prospectus or to be filed as an exhibit to the
         Registration Statement is not so described or filed as required.





                            USA WASTE SERVICES, INC.
           UNDERWRITING AGREEMEN -- CONVERTIBLE SUBORDINATED NOTES
                                     - 9 -
   10
                 (p)      Neither the Company nor any of its subsidiaries has
         violated any foreign, federal, state or local law or regulation
         relating to the protection of human health and safety, the environment
         or hazardous or toxic substances or wastes, pollutants or contaminants
         ("Environmental Laws"), nor any federal or state law relating to
         discrimination in the hiring, promotion or pay of employees nor any
         applicable federal or state wages and hours laws, nor any provisions
         of the Employee Retirement Income Security Act or the rules and
         regulations promulgated thereunder, which in each case might result in
         any material adverse change in the business, prospects, financial
         condition or results of operation of the Company and its subsidiaries,
         taken as a whole.

                 (q)      The Company and each of its subsidiaries has such
         permits, licenses, franchises and authorizations of governmental or
         regulatory authorities ("permits"), including, without limitation,
         under any applicable Environmental Laws, as are necessary to own,
         lease and operate its respective properties and to conduct its
         business as currently being conducted and as the Company expects it to
         be conducted except where the failure to have such permits would not
         have a material adverse effect on the Company and its subsidiaries,
         taken as a whole; the Company and each of its subsidiaries has
         fulfilled and performed all of its material obligations with respect
         to such permits and no event has occurred which allows, or after
         notice or lapse of time would allow, revocation or termination thereof
         or results in any other material impairment of the rights of the
         holder of any such permit; and, except as described in the Prospectus,
         such permits contain no restrictions that are materially burdensome to
         the Company or any of its subsidiaries.

                 (r)      In the ordinary course of its business, the Company
         conducts a periodic review of the effect of Environmental Laws on the
         business, operations and properties of the Company and its
         subsidiaries, in the course of which it identifies and evaluates
         associated costs and liabilities (including, without limitation, any
         capital or operating expenditures required for clean-up, closure of
         properties or compliance with Environmental Laws or any permit,
         license or approval, any related constraints on operating activities
         and any potential liabilities to third parties).  On the basis of such
         review, the Company has reasonably concluded that such associated
         costs and liabilities would not, except to the extent properly accrued
         for in the Company's financial statements, singly or in the aggregate,
         have a material adverse effect on the Company and its subsidiaries,
         taken as a whole.

                 (s)      Except as otherwise set forth in the Prospectus or
         such as are not material to the business, prospects, financial
         condition or results of operation of the Company and its subsidiaries,
         taken as a whole, the Company and each of its subsidiaries has good
         and marketable title, free and clear of all liens, claims,
         encumbrances and restrictions except liens for taxes not yet due and
         payable, to all property and assets described in the Registration
         Statement as being owned by it.  All leases to which the Company or
         any of its subsidiaries is a party are valid and binding and no
         default has occurred or is continuing thereunder that might result in
         any material adverse change in the business, prospects, financial
         condition or results of operations of the Company and its subsidiaries
         taken as a whole, and the Company and its subsidiaries enjoy peaceful
         and undisturbed possession under all such leases to which any of





                            USA WASTE SERVICES, INC.
            UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 10 -
   11
         them is a party as lessee with such exceptions as do not materially
         interfere with the use made by the Company or such subsidiary.

                 (t)      The Company and each of its subsidiaries maintains
         insurance as is customary in the industry.

                 (u)      Coopers & Lybrand LLP, Deloitte & Touche LLP, Arthur
         Andersen LLP, Ernst & Young LLP, Deloitte & Touche Chartered
         Accountants, Kaplan Sipos & Associates, Blake, Kuehler, Babione &
         Pool, Buckno Lisicky & Company and Osborn, Henning and Company are
         independent public accountants with respect to the Company as required
         by the Act.

                 (v)      The financial statements, together with related
         schedules and notes, forming part of the Registration Statement and
         the Prospectus (and any amendment or supplement thereto), present
         fairly the consolidated financial position, results of operations and
         changes in financial position of the Company and its subsidiaries on
         the basis stated in the Registration Statement at the respective dates
         or for the respective periods to which they apply; such statements and
         related schedules and notes have been prepared in accordance with
         generally accepted accounting principles consistently applied
         throughout the periods involved, except as disclosed therein; and the
         other financial and statistical information and data set forth in the
         Registration Statement and the Prospectus (and any amendment or
         supplement thereto) is, in all material respects, accurately presented
         and prepared on a basis consistent with such financial statements and
         the books and records of the Company.  No other financial statements
         or schedules are required by the Act or the Exchange Act to be
         included in the Registration Statement or the Prospectus.

                 (w)      The Company is not an "investment company" or a
         company "controlled" by an "investment company" within the meaning of
         the Investment Company Act of 1940, as amended.

                 (x)      No holder of any security of the Company has any
         right to require registration of shares of Common Stock or any other
         security of the Company because of the filing of the Registration
         Statement, which has not been waived.

                 (y)      The Shares are duly authorized for listing on the New
         York Stock Exchange, subject to official notice of issuance.

                 (z)      The Company has filed a registration statement
         pursuant to Section 12(b) of the Exchange Act, to register the
         Securities and has filed an application to list the Securities and the
         shares of common stock into which the Securities are convertible on
         the New York Stock Exchange and has received notification that the
         listings have been approved, subject to notice of issuance.





                            USA WASTE SERVICES, INC.
            UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 11 -
   12
                 (aa)     There are no outstanding subscriptions, rights,
         warrants, options, calls, convertible securities, commitments of sale
         or liens related to or entitling any person to purchase or otherwise
         to acquire any shares of the capital stock of, or other ownership
         interest in, the Company or any subsidiary thereof except as otherwise
         disclosed in the Registration Statement or Prospectus.

                 (bb)     Except as disclosed in the Prospectus, there are no
         business relationships or related party transactions required to be
         disclosed therein by Item 404 of Regulation S-K of the Commission.

                 (cc)     There is (i) no significant unfair labor practice
         complaint pending against the Company or any of its subsidiaries or,
         to the knowledge of the Company, threatened against any of them,
         before the National Labor Relations Board or any state or local labor
         relations board, and no significant grievance or significant
         arbitration proceeding arising out of or under any collective
         bargaining agreement is so pending against the Company or any of its
         subsidiaries or, to the best knowledge of the Company, threatened
         against any of them, and (ii) no significant strike, labor dispute,
         slowdown or stoppage pending against the Company or any of its
         subsidiaries or, to the best knowledge of the Company, threatened
         against it or any of its subsidiaries except for such actions
         specified in clause (i) or (ii) above, which, singly or in the
         aggregate could not reasonably be expected to have a material adverse
         effect on the Company and its subsidiaries, taken as a whole.

                 (dd)     The Company and each of its subsidiaries maintains a
         system of internal accounting controls sufficient to provide
         reasonable assurance that (i) transactions are executed in accordance
         with management's general or specific authorizations; (ii)
         transactions are recorded as necessary to permit preparation of
         financial statements in conformity with generally accepted accounting
         principles and to maintain asset accountability; (iii) access to
         assets is permitted only in accordance with management's general or
         specific authorization; and (iv) the recorded accountability for
         assets is compared with the existing assets at reasonable intervals
         and appropriate action is taken with respect to any differences.

                 (ee)     All material tax returns required to be filed by the
         Company and each of its subsidiaries in any jurisdiction have been
         filed, other than those filings being contested in good faith, and all
         material taxes, including withholding taxes, penalties and interest,
         assessments, fees and other charges due pursuant to such returns or
         pursuant to any assessment received by the Company or any of its
         subsidiaries have been paid, other than those being contested in good
         faith and for which adequate reserves have been provided.

                 (ff)     Subsequent to the respective dates as of which
         information is given in the Registration Statement and the Prospectus
         and prior to the Closing Date, or if later, the Option Closing Date
         (i) there has not been and will not have been, except as set forth in
         or as contemplated by the Registration Statement and the Prospectus
         any change in the capitalization, long term or short term debt or in
         the capital stock or equity of the Company or any of its subsidiaries,
         (ii) neither the Company nor any of its subsidiaries has incurred any
         material





                            USA WASTE SERVICES, INC.
          UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 12 -
   13
         liabilities or obligations, direct or contingent, nor has it entered
         into any material transactions other than pursuant to this Agreement,
         and the transactions referred to herein, or as contemplated in the
         Prospectus, and (iii) there has not been any material adverse effect,
         or any development involving a prospective material adverse effect, in
         or affecting the general affairs, management, financial position,
         shareholders' equity (or, with respect to partnership subsidiaries,
         partnership capital), net worth or results of operations of the
         Company and its subsidiaries, taken as a whole.

                 (gg)     The Company and its affiliates have not taken, and
         will not take, directly or indirectly, any action designed to, or
         which might reasonably be expected to, cause or result in
         stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Securities pursuant to
         the distribution contemplated by this Agreement, and other than as
         permitted by the Act, the Company has not distributed and will not
         distribute any prospectus or other offering material in connection
         with the offering and sale of the Securities.

Any certificate or other document signed by any officer or authorized
representative of the Company and delivered to the Underwriters or to counsel
for the Underwriters shall be deemed a representation and warranty of the
Company to each Underwriter as to the matter covered thereby.

         7.      Indemnification.

                 (a)      The Company agrees to indemnify and hold harmless
         each Underwriter and each person, if any, who controls any Underwriter
         within the meaning of Section 15 of the Act or Section 20 of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), from
         and against any and all losses, claims, damages, liabilities and
         judgments caused by any untrue statement or alleged untrue statement
         of a material fact contained in the Registration Statement or the
         Prospectus (as amended or supplemented if the Company shall have
         furnished any amendments or supplements thereto) or any preliminary
         prospectus, or caused by any omission or alleged omission to state
         therein a material fact required to be stated therein or necessary to
         make the statements therein not misleading, except insofar as such
         losses, claims, damages, liabilities or judgments are caused by any
         such untrue statement or omission or alleged untrue statement or
         omission based upon information relating to any Underwriters furnished
         in writing to the Company by or on behalf of any Underwriter through
         you expressly for use therein.

                 (b)      The indemnity agreement contained in paragraph 7(a),
         with respect to any preliminary prospectus, shall not inure to the
         benefit of any Underwriter to the extent that any loss, claim, damages
         or liability results from the fact that a copy of the Prospectus was
         not sent or given by or on behalf of such Underwriter to the person
         asserting any such loss, claim, damages or liability to the extent
         that the Prospectus would have cured the defect giving rise to such
         loss, claim, damages, liability or judgment if such Underwriter shall
         have been provided with the number of copies of the Prospectus
         requested by such Underwriter and it is judicially determined that
         such delivery was required under the Securities Act and was not so
         made.

                 (c)      In case any action shall be brought against any
         Underwriter or any person controlling such Underwriter, based upon any
         preliminary prospectus, the Registration





                            USA WASTE SERVICES, INC.
            UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 13 -
   14
         Statement or the Prospectus or any amendment or supplement thereto and
         with respect to which indemnity may be sought against the Company,
         such Underwriter shall promptly notify the Company in writing and the
         Company shall assume the defense thereof, including the employment of
         counsel reasonably satisfactory to such indemnified party and payment
         of all fees and expenses.  Any Underwriter or any such controlling
         person shall have the right to employ separate counsel in any such
         action and participate in the defense thereof, but the fees and
         expenses of such counsel shall be at the expense of such Underwriter
         or such controlling person unless (i) the employment of such counsel
         has been specifically authorized in writing by the Company, (ii) the
         Company shall have failed to assume the defense and employ counsel or
         (iii) the named parties to any such action (including any impleaded
         parties) include both such Underwriter or such controlling person and
         the Company and such Underwriter or such controlling person shall have
         been advised by such counsel that there may be one or more legal
         defenses available to it which are different from or additional to
         those available to the Company (in which case the Company shall not
         have the right to assume the defense of such action on behalf of such
         Underwriter or such controlling person, it being understood, however,
         that the Company shall not, in connection with any one such action or
         separate but substantially similar or related actions in the same
         jurisdiction arising out of the same general allegations or
         circumstances, be liable for the fees and expenses of more than one
         separate firm of attorneys (in addition to any local counsel) for all
         such Underwriters and controlling persons, which firm shall be
         designated in writing by Donaldson, Lufkin & Jenrette Securities
         Corporation and that all such fees and expenses shall be reimbursed as
         they are incurred).  The Company shall not be liable for any
         settlement of any such action effected without its written consent but
         if settled with the written consent of the Company, the Company agrees
         to indemnify and hold harmless any Underwriter and any such
         controlling person from and against any loss or liability by reason of
         such settlement.  Notwithstanding the immediately preceding sentence,
         if in any case where the fees and expenses of counsel are at the
         expense of the Company and an indemnified party shall have requested
         the Company to reimburse the indemnified party for such fees and
         expenses of counsel as incurred, the Company agrees that it shall be
         liable for any settlement of any action effected without its written
         consent if (i) such settlement is entered into more than forty
         business days after the receipt by the Company of the aforesaid
         request and (ii) the Company shall have failed to reimburse the
         indemnified party in accordance with such request for reimbursement
         prior to the date of such settlement.  The Company shall not, without
         the prior written consent of the indemnified party, effect any
         settlement of any pending or threatened proceeding in respect of which
         any indemnified party is or could have been a party and indemnity
         could have been sought hereunder by such indemnified party, unless
         such settlement includes an unconditional release of such indemnified
         party from all liability on claims that are the subject matter of such
         proceeding.

                 (d)      Each Underwriter agrees, severally and not jointly,
         to indemnify and hold harmless the Company, its directors, its
         officers who sign the Registration Statement, any person controlling
         the Company within the meaning of Section 15 of the Act or Section 20
         of the Exchange Act, to the same extent as the foregoing indemnity
         from the Company to each Underwriter but only with reference to
         information relating to such Underwriter furnished in writing by or on
         behalf of such Underwriter through you expressly for use in the
         Registration





                            USA WASTE SERVICES, INC.
            UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 14 -
   15
         Statement, the Prospectus or any preliminary prospectus.  In case any
         action shall be brought against the Company, any of its directors, any
         such officer or any person controlling the Company based on the
         Registration Statement, the Prospectus or any preliminary prospectus
         and in respect of which indemnity may be sought against any
         Underwriter, the Underwriter shall have the rights and duties given to
         the Company (except that if the Company shall have assumed the defense
         thereof, such Underwriter shall not be required to do so, but may
         employ separate counsel therein and participate in the defense thereof
         but the fees and expenses of such counsel shall be at the expense of
         such Underwriter), and the Company, its directors, any such officers
         and any person controlling the Company shall have the rights and
         duties given to the Underwriter, by Section 7(c) hereof.

                 (e)      If the indemnification provided for in this Section 7
         is unavailable to an indemnified party in respect of any losses,
         claims, damages, liabilities or judgments referred to therein, then
         each indemnifying party, in lieu of indemnifying such indemnified
         party, shall contribute to the amount paid or payable by such
         indemnified party as a result of such losses, claims, damages,
         liabilities and judgments (i) in such proportion as is appropriate to
         reflect the relative benefits received by the Company on the one hand
         and the Underwriters on the other hand from the offering of the
         Securities or (ii) if the allocation provided by clause (i) above is
         not permitted by applicable law, in such proportion as is appropriate
         to reflect not only the relative benefits referred to in clause (i)
         above but also the relative fault of the Company and the Underwriters
         in connection with the statements or omissions which resulted in such
         losses, claims, damages, liabilities or judgments, as well as any
         other relevant equitable considerations.  The relative benefits
         received by the Company and the Underwriters shall be deemed to be in
         the same proportion as the total net proceeds from the offering
         (before deducting expenses) received by the Company, and the total
         underwriting discounts and commissions received by the Underwriters,
         bear to the total price to the public of the Securities, in each case
         as set forth in the table on the cover page of the Prospectus.  The
         relative fault of the Company and the Underwriters shall be determined
         by reference to, among other things, whether the untrue or alleged
         untrue statement of a material fact or the omission to state a
         material fact relates to information supplied by the Company or the
         Underwriters and the parties' relative intent, knowledge, access to
         information and opportunity to correct or prevent such statement or
         omission.

                 The Company and the Underwriters agree that it would not be
         just and equitable if contribution pursuant to this Section 7(e) were
         determined by pro rata allocation (even if the Underwriters were
         treated as one entity for such purpose) or by any other method of
         allocation which does not take account of the equitable considerations
         referred to in the immediately preceding paragraph.  The amount paid
         or payable by an indemnified party as a result of the losses, claims,
         damages, liabilities or judgments referred to in the immediately
         preceding paragraph shall be deemed to include, subject to the
         limitations set forth above, any legal or other expenses reasonably
         incurred by such indemnified party in connection with investigating or
         defending any such action or claim.  Notwithstanding the provisions of
         this Section 7, no Underwriter shall be required to contribute any
         amount in excess of the amount by which the total price at which the
         Securities underwritten by it and distributed to the public were
         offered





                            USA WASTE SERVICES, INC.
          UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 15 -
   16
         to the public exceeds the amount of any damages which such Underwriter
         has otherwise been required to pay by reason of such untrue or alleged
         untrue statement or omission or alleged omission.  No person guilty of
         fraudulent misrepresentation (within the meaning of Section 11(f) of
         the Act) shall be entitled to contribution from any person who was not
         guilty of such fraudulent misrepresentation.  The Underwriters'
         obligations to contribute pursuant to this Section 7(e) are several in
         proportion to the respective number of Securities purchased by each of
         the Underwriters hereunder and not joint.

                 (f)      The Company hereby designates CT Corporation Systems,
         Inc., 1633 Broadway, New York, New York 10019, (a Delaware
         corporation) as its authorized agent, upon which process may be served
         in any action, suit or proceeding which may be instituted in any state
         or federal court in the State of New York by any Underwriter or person
         controlling an Underwriter asserting a claim for indemnification or
         contribution under or pursuant to this Section 7, and the Company will
         accept the jurisdiction of such court in such action, and waives, to
         the fullest extent permitted by applicable law, any defense based upon
         lack of personal jurisdiction or venue.  A copy of any such process
         shall be sent or given to the Company, at the address for notices
         specified in Section 10 hereof.

         8.      Conditions of Underwriters' Obligations.  The several
obligations of the Underwriters under this Agreement are subject to the
satisfaction of each of the following conditions:

                 (a)      All the representations and warranties of the Company
         contained in this Agreement shall be true and correct on the Closing
         Date and the Option Closing Date  with the same force and effect as if
         made on and as of the Closing Date or the Option Closing Date, as the
         case may be.

                 (b)      The Registration Statement shall have become
         effective not later than 5:00 P.M., (and in the case of a Registration
         Statement filed under 462(b) of the Act, not later than 10:00 P.M.)
         New York City time, on the date of this Agreement or at such later
         date and time as you may approve in writing, and at the Closing Date
         and the Option Closing Date, as the case be, no stop order suspending
         the effectiveness of the Registration Statement shall have been issued
         and no proceedings for that purpose shall have been commenced or shall
         be pending before or contemplated by the Commission.

                 (c)      (i) Since the date of the latest balance sheet
         included in the Registration Statement and the Prospectus, there shall
         not have been any material adverse change, or any development
         involving a prospective material adverse change, in the condition,
         financial or otherwise, or in the earnings, affairs or business
         prospects, whether or not arising in the ordinary course of business,
         of the Company, (ii) since the date of the latest balance sheet
         included in the Registration Statement and the Prospectus there shall
         not have been any change, or any development involving a prospective
         material adverse change, in the capital stock or in the long-term debt
         of the Company from that set forth in the Registration Statement and
         Prospectus, (iii) the Company and its subsidiaries shall have no
         liability or obligation, direct or contingent, which is material to
         the Company and its subsidiaries, taken as a whole, other than those





                            USA WASTE SERVICES, INC.
          UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 16 -
   17
         reflected in the Registration Statement and the Prospectus and (iv) on
         the Closing Date and the Option Closing Date you shall have received a
         certificate dated the Closing Date, and the Option Closing Date, as
         the case may be, signed by John E. Drury and Earl E. DeFrates, in
         their capacities as the Chief Executive Officer and Chief Financial
         Officer of the Company, confirming the matters set forth in paragraphs
         (a), (b), and (c) of this Section 8.

                 (d)      You shall have received on the Closing Date and the
         Option Closing Date an opinion (satisfactory to you and counsel for
         the Underwriters), dated the Closing Date or the Option Closing, as
         applicable, of Vinson & Elkins L.L.P., counsel for the Company, to the
         effect that:

                          (i)     the Company has been duly incorporated, is
                 validly existing as a corporation in good standing under the
                 laws of its jurisdiction of incorporation and has the
                 corporate power and authority required to carry on its
                 business as it is currently being conducted and to own, lease
                 and operate its properties;

                          (ii)    the Securities have been duly authorized, and
                 when executed and authenticated in accordance with the
                 provisions of the Indenture and delivered to the Underwriters
                 against payment therefor as provided by this Agreement, will
                 be entitled to the benefits of the Indenture and will be valid
                 and binding obligations of the Company enforceable in
                 accordance with their terms except as (a) the enforceability
                 thereof may be limited by bankruptcy, insolvency or similar
                 laws affecting creditors' rights generally and (b) rights of
                 acceleration and the availability of equitable remedies may be
                 limited by equitable principles of general applicability; the
                 shares of Common Stock into which the Securities are
                 convertible have been duly authorized, and when issued upon
                 conversion of the Securities will be validly issued, fully
                 paid and non-assessable and not subject to any statutory
                 preemptive rights or, to the knowledge of such counsel, any
                 other similar rights;

                          (iii)   this Agreement has been duly authorized,
                 executed and delivered by the Company and is a valid and
                 binding agreement of the Company enforceable in accordance
                 with its terms (except as enforcement of rights to indemnity
                 and contribution thereunder may be limited under applicable
                 laws or principles of public policy and subject to the
                 qualifications that the enforceability of the Company's
                 obligations thereunder may be limited by bankruptcy,
                 insolvency, reorganization, or other laws relating to or
                 affecting creditors' rights generally and by general
                 principles of equity (regardless of whether such
                 enforceability is considered in a proceeding in equity or at
                 law));

                          (iv)    the Indenture has been duly qualified under
                 the Trust Indenture Act of 1939, as amended, and has been duly
                 authorized, executed and delivered by the Company and is a
                 valid and binding agreement of the Company, enforceable in
                 accordance with its terms except as (a) the enforceability
                 thereof may be limited by bankruptcy, insolvency or similar
                 laws affecting creditors' rights generally and (b) rights





                            USA WASTE SERVICES, INC.
          UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 17 -
   18
                 of acceleration and the availability of equitable remedies 
                 may be limited by equitable principles of general 
                 applicability;

                          (v)     the authorized capital stock of the Company,
                 including the Common Stock, conforms in all material respects
                 as to legal matters to the description thereof contained in
                 the Prospectus;

                          (vi)    the Registration Statement has become
                 effective under the Act, no stop order suspending its
                 effectiveness has been issued and no proceedings for that
                 purpose are, to the knowledge of such counsel, pending before
                 or contemplated by the Commission;

                          (vii)   the statements under the captions
                 "Description of Notes", "Certain United States Tax
                 Considerations", "Description of Debt Securities" and
                 "Description of Capital Stock" in the Prospectus and Item 15
                 of Part II of the Registration Statement insofar as such
                 statements constitute a summary of legal matters or documents
                 referred to therein, fairly present the information called for
                 with respect to such legal matters or documents;

                          (viii)  the execution, delivery and performance of
                 this Agreement, the Indenture and the Securities by the
                 Company, compliance by the Company with all the provisions
                 hereof and thereof and the consummation of the transactions
                 contemplated hereby and thereby will not require any consent,
                 approval, authorization or other order of any court,
                 regulatory body, administrative agency or other governmental
                 body (except such as may be required under the Act or other
                 securities or Blue Sky laws) and will not conflict with or
                 constitute a breach of any of the terms or provisions of, or a
                 default under, the charter or by-laws of the Company;

                          (ix)    the Company is not an "investment company" or
                 a company "controlled" by an "investment company" within the
                 meaning of the Investment Company Act of 1940, as amended;

                          (x)     the Registration Statement, the Prospectus,
                 any supplement or amendment thereto and each document filed
                 pursuant to the Exchange Act and incorporated or deemed to be
                 incorporated by reference in the Prospectus (except for
                 financial statements, financial and statistical information
                 contained therein as to which no opinion need be expressed)
                 comply as to form in all material respects with the Act;

                 (e)      You shall have received on the Closing Date and the
         Option Closing Date an opinion (satisfactory to you and counsel for
         the Underwriters), dated the Closing Date, of Snell & Smith L.L.P.,
         counsel for the Company, to the effect that:

                          (i)     each of the Company's Material Subsidiaries
                 has been duly incorporated, is validly existing as a
                 corporation in good standing under the laws of its
                 jurisdiction of





                            USA WASTE SERVICES, INC.
          UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 18 -
   19
                 incorporation and has the corporate power and authority 
                 required to carry on its business as it is currently being 
                 conducted and to own, lease and operate its properties;

                          (ii)    the Company and each of its Material
                 Subsidiaries is duly qualified and is in good standing as a
                 foreign corporation authorized to do business in each
                 jurisdiction in which the nature of its business or its
                 ownership or leasing of property requires such qualification,
                 except where the failure to be so qualified would not have a
                 material adverse effect on the Company and its subsidiaries,
                 taken as a whole;

                          (iii)   all of the outstanding shares of capital
                 stock of, or other ownership interests in, each of the
                 Company's subsidiaries have been duly and validly authorized
                 and issued and are fully paid and non-assessable, and are
                 owned by the Company, free and clear of any security interest,
                 claim, lien, encumbrance or adverse interest of any nature
                 (other than liens created under the Credit Facility);

                          (iv)    all the outstanding shares of Common Stock
                 have been duly authorized and validly issued and are fully
                 paid, non-assessable and not subject to any statutory
                 preemptive rights or, to the knowledge of such counsel, any
                 other similar rights;

                          (v)     neither the Company nor any of its Material
                 Subsidiaries is in violation of its respective charter or
                 by-laws and, to the best of such counsel's knowledge after due
                 inquiry, neither the Company nor any of its Material
                 Subsidiaries is in default in the performance of any
                 obligation, agreement or condition contained in any bond,
                 debenture, note or any other evidence of indebtedness or in
                 any other agreement, indenture or instrument material to the
                 conduct of the business of the Company and its subsidiaries,
                 taken as a whole, to which the Company or any of its Material
                 Subsidiaries is a party or by which it or any of its
                 subsidiaries or their respective property is bound;

                          (vi)    the execution, delivery and performance of
                 this Agreement, the Indenture and the Securities by the
                 Company, compliance by the Company with all the provisions
                 hereof and thereof and the consummation of the transactions
                 contemplated hereby and thereby will not conflict with or
                 constitute a breach of any of the terms or provisions of, or a
                 default under, the charter or by-laws of any of the Company's
                 Material Subsidiaries or any agreement, indenture or other
                 instrument to which the Company or any of its Material
                 Subsidiaries is a party or by which the Company or any of its
                 Material Subsidiaries or their respective properties are
                 bound, or violate or conflict with any laws, administrative
                 regulations or rulings or court decrees applicable to the
                 Company or any of its subsidiaries or their respective
                 properties;

                          (vii)   to such counsel's knowledge there are no
                 legal or governmental proceedings pending or threatened to
                 which the Company or any of its subsidiaries is a party or to
                 which any of their respective property is subject which is
                 required to be described in the Registration Statement or the
                 Prospectus and is not so described, or of any contract or
                 other document which is required to be described in the
                 Registration





                            USA WASTE SERVICES, INC.
           UNDERWRITING AGREEMEN -- CONVERTIBLE SUBORDINATED NOTES
                                     - 19 -
   20
                 Statement or the Prospectus or is required to be filed as an
                 exhibit to the Registration Statement which is not described
                 or filed as required; such counsel does not have any reason
                 to believe that the description of litigation in the
                 Prospectus is not accurate and complete in all material
                 respects;

                          (viii)  to such counsel's knowledge, except as
                 described in the Prospectus, neither the Company nor any of
                 its subsidiaries has violated any Environmental Laws, nor any
                 federal or state law relating to discrimination in the hiring,
                 promotion or pay of employees nor any applicable federal or
                 state wages and hours laws, nor any provisions of the Employee
                 Retirement Income Security Act or the rules and regulations
                 promulgated thereunder, which in each case might result in any
                 material adverse change in the business, prospects, financial
                 condition or results of operation of the Company and its
                 subsidiaries, taken as a whole;

                          (ix)    to such counsel's knowledge, the Company and
                 each of its subsidiaries has such permits, licenses,
                 franchises and authorizations of governmental or regulatory
                 authorities ("permits"), including, without limitation, under
                 any applicable Environmental Laws, as are necessary to own,
                 lease and operate its respective properties and to conduct its
                 business in the manner described in the Prospectus except
                 where the failure to have such permits would not have a
                 material adverse effect on the Company and its subsidiaries
                 taken as a whole; to such counsel's knowledge, the Company and
                 each of its subsidiaries has fulfilled and performed all of
                 its material obligations with respect to such permits and no
                 event has occurred which allows, or after notice or lapse of
                 time would allow, revocation or termination thereof or results
                 in any other material impairment of the rights of the holder
                 of any such permit, subject in each case to such qualification
                 as may be set forth in the Prospectus; and, except as
                 described in the Prospectus, such permits contain no
                 restrictions that are materially burdensome to the Company or
                 any of its subsidiaries;

                          (x)     to such counsel's knowledge, no holder of any
                 security of the Company has any right to require registration
                 of shares of Common Stock or any other security of the Company
                 as a result of filing the Registration Statement, which have
                 not been waived;

                          (xi)    such counsel believes that (except for
                 financial statements, financial and statistical information
                 contained therein, as aforesaid and except for that part of
                 the Registration Statement that constitutes the Form T-1) the
                 Registration Statement and the prospectus included therein at
                 the time the Registration Statement became effective did not
                 contain any untrue statement of a material fact or omit to
                 state a material fact required to be stated therein or
                 necessary to make the statements therein not misleading, and
                 that the Prospectus, as amended or supplemented, if applicable
                 (except for financial statements, and financial and
                 statistical information, as aforesaid) does not contain any
                 untrue statement of a material fact or omit to state a
                 material fact necessary in order to





                            USA WASTE SERVICES, INC.
          UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 20 -
   21
                 make the statements therein, in the light of the circumstances
                 under which they were made, not misleading;

                          (xii)   all descriptions in the Prospectus of
                 statutes, regulations or legal or governmental proceedings in
                 all material respects are accurate and fairly present the
                 information required to be shown;

                 The opinion of Vinson & Elkins L.L.P. referred to in
         subsection (d) above shall contain a statement that such counsel
         believes that (except for financial statements, financial and
         statistical information contained therein, as aforesaid and except for
         that part of the Registration Statement that constitutes the Form
         T-1), the Registration Statement and the prospectus included therein
         at the time the Registration Statement became effective did not
         contain any untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, and that the Prospectus, as amended
         or supplemented, if applicable (except for financial statements, and
         financial and statistical information, as aforesaid) does not contain
         any untrue statement of a material fact or omit to state a material
         fact necessary in order to make the statements therein, in the light
         of the circumstances under which they were made, not misleading.
         Vinson & Elkins L.L.P. and Snell & Smith L.L.P., in giving their
         opinions with respect to the matters covered by clauses (d)(ix) and
         (e)(xi) may state that their opinions and beliefs are based upon their
         participation in the preparation of the Registration Statement and
         Prospectus and any amendments or supplements thereto and review and
         discussion of the contents thereof, but are without independent check
         or verification except as specified.

                 In giving the opinions described in clause (d) and (e) above,
         such counsel may rely as to factual matters on information set forth
         in certificates of the Company or public officials.

                 The opinion of Vinson & Elkins L.L.P. and Snell & Smith L.L.P.
         described in paragraphs (d) and (e) above shall be rendered to you at
         the request of the Company and shall so state therein.

                 (f)      You shall have received on the Closing Date and the
         Option Closing Date an opinion, dated the Closing Date or the Option
         Closing Date, as the case may be, of McDermott, Will & Emery, counsel
         for the Underwriters, in form and substance satisfactory to you.

                 (g)      You shall have received a letter on and as of the
         Closing Date and the Option Closing Date, in form and substance
         satisfactory to you, (i) from Coopers & Lybrand LLP, independent
         public accountants, with respect to the financial statements and
         certain financial information contained in the Registration Statement
         and the Prospectus and substantially in the form and substance of the
         letter delivered to you by Coopers & Lybrand LLP on the date of this
         Agreement, (ii) from Deloitte & Touche L.L.P., Arthur Andersen L.L.P.,
         Ernst & Young LLP, Deloitte & Touche Chartered Accountants, Kaplan
         Sipos & Associates, Blake, Kuehler, Babione & Pool, Buckno Lisicky &
         Company and Osborn, Henning and Company, independent public
         accountants, each with respect to the financial statements and certain
         financial





                            USA WASTE SERVICES, INC.
            UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 21 -
   22
         information contained in the Registration Statement and the Prospectus
         and in each case substantially in the form and substance of the letter
         delivered to you by such firm on the date of this Agreement.

                 (h)      The Company shall not have failed at or prior to the
         Closing Date to perform or comply with any of the agreements herein
         contained and required to be performed or complied with by the Company
         at or prior to the Closing Date or the Option Closing Date as the case
         may be.

                 (i)      Subsequent to the execution and delivery of this
         Agreement and prior to the Closing Date or any Option Closing Date,
         there shall not have been any downgrading, nor shall any notice have
         been given of any intended or potential downgrading or of any review
         for a possible change that does not indicate the direction of the
         possible change, in the rating accorded any of the Company's
         securities by any "nationally recognized statistical rating
         organization," as such term is defined for purposes of Rule 436(g)(2)
         under the Act.

         9.      Effective Date of Agreement and Termination.  This Agreement
shall become effective upon the later of (i) execution of this Agreement and
(ii) when notification of the effectiveness of the Registration Statement has
been released by the Commission.

         This Agreement may be terminated at any time prior to the Closing Date
by you by written notice to the Company if any of the following has occurred:
(i) since the respective dates as of which information is given in the
Registration Statement and the Prospectus, any adverse change or development
involving a prospective adverse change in the condition, financial or
otherwise, of the Company or any of its subsidiaries or the earnings, affairs,
or business prospects of the Company or any of its subsidiaries, whether or not
arising in the ordinary course of business, which would, in your judgment, make
it impracticable to market the Securities on the terms and in the manner
contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities
or other national or international calamity or crisis or change in economic
conditions or in the financial markets of the United States or elsewhere that,
in your judgment, is material and adverse and would, in your judgment, make it
impracticable to market the Securities on the terms and in the manner
contemplated in the Prospectus, (iii) the suspension or material limitation of
trading in securities on the New York Stock Exchange, the American Stock
Exchange or the NASDAQ National Market System or limitation on prices for
securities on any such exchange or National Market System, (iv) the enactment,
publication, decree or other promulgation of any federal or state statute,
regulation, rule or order of any court or other governmental authority which in
your opinion materially and adversely affects, or will materially and adversely
affect, the business or operations of the Company or any Subsidiary, (v) the
declaration of a banking moratorium by either federal or New York State
authorities or (vi) the taking of any action by any federal, state or local
government or agency in respect of its monetary or fiscal affairs which in your
opinion has a material adverse effect on the financial markets in the United
States.

         If on the Closing Date or on an Option Closing Date, as the case may
be, any one or more of the Underwriters shall fail or refuse to purchase the
Firm Securities or Additional Securities, as the case may be, which it or they
have agreed to purchase hereunder on such date and the aggregate principal
amount





                            USA WASTE SERVICES, INC.
          UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 22 -
   23
of Firm Securities or Additional Securities, as the case may be, which  such
defaulting Underwriter or Underwriters, as the case may be, agreed but failed
or refused to purchase is not more than one-tenth of the total principal amount
of the Securities to be purchased on such date by all Underwriters, each
non-defaulting Underwriter shall be obligated severally, in the proportion
which the principal amount of Firm Securities set forth opposite its name in
Schedule I bears to the total principal amount of Firm Securities which all the
non-defaulting Underwriters, as the case may be, have agreed to purchase, or in
such other proportion as you may specify, to purchase the Firm Securities or
Additional Securities, as the case may be, which such defaulting Underwriter or
Underwriters, as the case may be, agreed but failed or refused to purchase on
such date; provided that in no event shall the principal amount of Firm
Securities or Additional Securities, as the case may be, which any Underwriter
has agreed to purchase pursuant to Section 2 hereof be increased pursuant to
this Section 9 by an amount in excess of one-ninth of such principal amount of
Firm Securities or Additional Securities, as the case may be, without the
written consent of such Underwriter.  If on the Closing Date or on an Option
Closing Date, as the case may be, any Underwriter or Underwriters shall fail or
refuse to purchase Firm Securities, or Additional Securities, as the case may
be, and the aggregate principal amount of Firm Securities or Additional
Securities, as the case may be, with respect to which such default occurs is
more than one-tenth of the aggregate principal amount of Securities to be
purchased on such date by all Underwriters and arrangements satisfactory to you
and the Company for purchase of such Securities are not made within 48 hours
after such default, this Agreement will terminate without liability on the part
of any non-defaulting Underwriter and the Company.  In any such case which does
not result in termination of this Agreement, either you or the Company shall
have the right to postpone the Closing Date or the applicable Option Closing
Date, as the case may be, but in no event for longer than seven days, in order
that the required changes, if any, in the Registration Statement and the
Prospectus or any other documents or arrangements may be effected.  Any action
taken under this paragraph shall not relieve any defaulting Underwriter from
liability in respect of any default of any such Underwriter under this
Agreement.

         10.     Miscellaneous.  Notices given pursuant to any provision of
this Agreement shall be addressed as follows:  (a) if to the Company, to USA
Waste Services, Inc., 1001 Fannin Street, Suite 4000, Houston, Texas 77002 and
(b) if to any Underwriter or to you, to you c/o Donaldson, Lufkin & Jenrette
Securities Corporation, 277 Park Avenue, New York, New York 10172, Attention:
Syndicate Department, or in any case to such other address as the person to be
notified may have requested in writing.

         The respective indemnities, contribution agreements, representations,
warranties and other statements of the Company, its officers and directors and
of the several Underwriters set forth in or made pursuant to this Agreement
shall remain operative and in full force and effect, and will survive delivery
of and payment for the Securities, regardless of (i) any investigation, or
statement as to the results thereof, made by or on behalf of any Underwriter or
by or on behalf of the Company, the officers or directors of the Company or any
controlling person of the Company, (ii) acceptance of the Securities and
payment for them hereunder and (iii) termination of this Agreement.

         If this Agreement shall be terminated by the Underwriters because of
any failure or refusal on the part of the Company to comply with the terms or
to fulfill any of the conditions of this Agreement,





                            USA WASTE SERVICES, INC.
          UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 23 -
   24
the Company agrees to reimburse the several Underwriters for all out-of-pocket
expenses (including the fees and disbursements of counsel) reasonably incurred
by them.

         Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Company, the
Underwriters, any controlling persons referred to herein and their respective
successors and assigns, all as and to the extent provided in this Agreement,
and no other person shall acquire or have any right under or by virtue of this
Agreement.  The term "successors and assigns" shall not include a purchaser of
any of the Securities from any of the several Underwriters merely because of
such purchase.

         This Agreement shall be governed and construed in accordance with the
laws of the State of New York.

         This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument.





                            USA WASTE SERVICES, INC.
          UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 24 -
   25
         Please confirm that the foregoing correctly sets forth the agreement
between the Company and the several Underwriters.

                                        Very truly yours,

                                        USA WASTE SERVICES, INC.



                                        By: /s/ EARL E. DeFRATES
                                            -----------------------------------
                                            Title: Executive Vice President
                                                   and CFO

DONALDSON, LUFKIN & JENRETTE
   SECURITIES CORPORATION
DEUTSCHE MORGAN GRENFELL INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE,
   FENNER & SMITH INCORPORATED

By:      DONALDSON, LUFKIN & JENRETTE
         SECURITIES CORPORATION


By: /s/ MARK A. PYTOSH 
    -----------------------------------




                            USA WASTE SERVICES, INC.
          UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                     - 25 -
   26
                                   SCHEDULE I




                                                                                    Principal Amount of Firm
                                                                                           Securities
                                                                                          to Be Purchased     
                                                                                  ----------------------------
                                   Underwriters                                                  
                                   ------------                                                --
                                                                                  
Donaldson, Lufkin & Jenrette Securities Corporation . . . . . . . . . . . . . . .     $ 125,000,000
Deutsche Morgan Grenfell Inc. . . . . . . . . . . . . . . . . . . . . . . . . . .       125,000,000
Goldman, Sachs & Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       125,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated  . . . . . . . . . . . . . . .       125,000,000
                                                                                      -------------
         TOTAL  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 500,000,000
                                                                                      =============






                              USA WASTE SERVICES, INC.
            UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                  SCHEDULE I-1
   27
                                    ANNEX I

                             MATERIAL SUBSIDIARIES




                                                           STATE OF
                   SUBSIDIARY                           INCORPORATION
                                                          
       Chambers Development Company, Inc.               Delaware
       Empire Sanitary Landfill, Inc.                   Pennsylvania
       Envirofil, Inc.                                  Delaware
       Sanifill, Inc.                                   Delaware
       Western Waste Industries                         California
       Canadian Waste Services, Inc.                    Ontario, Canada
       Quebec Waste Services, Inc.                      Quebec, Canada





                              USA WASTE SERVICES, INC.
            UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES
                                   ANNEX I-1

1
================================================================================

USA WASTE SERVICES, INC.

TEXAS COMMERCE BANK
NATIONAL ASSOCIATION

TRUSTEE

____________

SUBORDINATED INDENTURE

Dated as of February 1, 1997

____________

================================================================================
2
USA WASTE SERVICES, INC.
RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
INDENTURE DATED AS OF MAY 15, 1996

TRUST INDENTURE
ACT SECTION INDENTURE SECTION
- ----------------- -----------------

Section 310(a)(1) .............................................................................. 609
(a)(2) .............................................................................. 609
(a)(3) .............................................................................. Not applicable
(a)(4) .............................................................................. Not applicable
(b) .............................................................................. 608
.............................................................................. 610
Section 311(a) .............................................................................. 613
(b) .............................................................................. 613
Section 312(a) .............................................................................. 701
.............................................................................. 702
(b) .............................................................................. 702
(c) .............................................................................. 702
Section 313(a) .............................................................................. 703
(b) .............................................................................. 703
(c) .............................................................................. 703
(d) .............................................................................. 703
Section 314(a)(1)-(.............................................................................. 704
(a)(4) .............................................................................. 101
.............................................................................. 1004
(b) .............................................................................. Not applicable
(c)(1) .............................................................................. 102
(c)(2) .............................................................................. 102
(c)(3) .............................................................................. Not Applicable
(d) .............................................................................. Not Applicable
(e) .............................................................................. 102
Section 315(a) .............................................................................. 601
(b) .............................................................................. 602
(c) .............................................................................. 601
(d) .............................................................................. 601
(e) .............................................................................. 514
Section 316(a) .............................................................................. 101
(a)(1)(A) .............................................................................. 502
.............................................................................. 512
(a)(1)(B) .............................................................................. 513
(a)(2) .............................................................................. Not applicable
(b) .............................................................................. 508
(c) .............................................................................. 104
Section 317(a)(1) .............................................................................. 503
(a)(2) .............................................................................. 504
(b) .............................................................................. 1003
Section 318(a) .............................................................................. 108
- ---------------

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to
be part of the Indenture.
3
TABLE OF CONTENTS

PAGE
----

ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 102. Compliance Certificates and Opinions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 103. Form of Documents Delivered to Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 104. Acts of Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 105. Notices, Etc., to Trustee and Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 106. Notice to Holders of Securities; Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 107. Language of Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 108. Conflict with Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 109. Effect of Headings and Table of Contents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 110. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 111. Separability Clause. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 112. Benefits of Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 113. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 114. Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE TWO
SECURITY FORMS
SECTION 201. Forms Generally. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 202. Form of Trustee's Certificate of Authentication. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 203. Securities in Global Form. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 204. Form of Legend for Book-Entry Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE THREE
THE SECURITIES
SECTION 301. Amount Unlimited; Issuable in Series. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 302. Denominations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 303. Execution, Authentication, Delivery and Dating. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 304. Temporary Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 305. Registration, Registration of Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities and Coupons . . . . . . . . . . . . . . . . . . . . . 26
SECTION 307. Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 308. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 309. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 310. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 402. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE FIVE
REMEDIES
SECTION 501. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 502. Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . . . . . . . . . 34
SECTION 504. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 505. Trustee May Enforce Claims Without Possession of Securities or Coupons . . . . . . . . . . . . . . . . 35
SECTION 506. Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 507. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 508. Unconditional Right of Holders to Receive Principal, Premium
and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 509. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 510. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 511. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 512. Control by Holders of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 513. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 514. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 515. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE SIX
THE TRUSTEE
SECTION 601. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 602. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 603. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 604. Not Responsible for Recitals or Issuance of Securities . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 605. May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 606. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 607. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 608. Disqualification; Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 609. Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 610. Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 611. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 612. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . . . . . 46

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
- ii -
5

SECTION 613. Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 614. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY
TRUSTEE AND COMPANY
SECTION 701. Company to Furnish Trustee Names and Addresses of Holders . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 702. Preservation of Information: Communications to Holders . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 703. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 704. Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE,
TRANSFER OR LEASE
SECTION 801. Company May Consolidate, Etc., Only on Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 802. Successor Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE NINE
SUPPLEMENTAL INDENTURES
SECTION 901. Supplemental Indentures without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 902. Supplemental Indentures with Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 903. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 904. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 905. Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 906. Reference in Securities to Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 907. Subordination Unimpaired. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE TEN
COVENANTS
SECTION 1001. Payment of Principal, Premium and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 1002. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 1003. Money for Securities Payments to Be Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 1004. Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 1005. Purchase of Securities by Company or Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 1006. Appointments to Fill Vacancies in Trustee's Office. . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 1007. Statement by Officer as to Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 1008. Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
- iii -
6

ARTICLE ELEVEN
REDEMPTION OF SECURITIES
SECTION 1101. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 1102. Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 1103. Selection of Securities to Be Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 1104. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 1105. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 1106. Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 1107. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

ARTICLE TWELVE
SINKING FUNDS
SECTION 1201. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 1203. Redemption of Securities for Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

ARTICLE THIRTEEN
DEFEASANCE AND COVENANT DEFEASANCE
SECTION 1301. Company's Option to Effect Defeasance or Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . 64
SECTION 1302. Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 1303. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 1304. Conditions to Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 1306. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

ARTICLE FOURTEEN
MEETINGS OF HOLDERS OF SECURITIES
SECTION 1401. Purposes for Which Meetings May Be Called . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 1402. Call, Notice and Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 1403. Persons Entitled to Vote at Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 1404. Quorum; Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 1405. Determination of Voting Rights; Conduct and Adjournment of
Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 1406. Counting Votes and Recording Action of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
- iv -
7

ARTICLE FIFTEEN
CONVERSION OF SECURITIES
SECTION 1501. Applicability of Article. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 1502. Exercise of Conversion Privilege. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 1503. Fractional Interests. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 1504. Adjustment of Conversion Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 1505. Continuation of Conversion Privilege in Case of Merger, Consolidation or Sale of Assets. . . . . . . . 75
SECTION 1506. Notice of Certain Events. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 1507. Taxes on Conversion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 1508. Company to Provide Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 1509. Disclaimer of Responsibility for Certain Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 1510. Return of Funds Deposited for Redemption of Converted Securities. . . . . . . . . . . . . . . . . . . 79

ARTICLE SIXTEEN
SUBORDINATION
SECTION 1601. Securities Subordinated to Senior Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 1602. Reliance on Certificate of Liquidating Agent; Further Evidence
as to Ownership of Senior Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
SECTION 1603. Payment Permitted If No Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 1604. Disputes with Holders of Certain Senior Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 1605. Trustee Not Charged with Knowledge of Prohibition. . . . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 1606. Trustee to Effectuate Subordination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 1607. Rights of Trustee as Holder of Senior Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . 84
SECTION 1608. Article Applicable to Paying Agents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
SECTION 1609. Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders
of Senior Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
SECTION 1610. Trustee Not Fiduciary for Holders of Senior Indebtedness. . . . . . . . . . . . . . . . . . . . . . . 84

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
- v -
8
SUBORDINATED INDENTURE, dated as of February 1, 1997, between USA
Waste Services, Inc., a corporation duly organized and existing under the laws
of the State of Delaware (herein called the "Company"), having its principal
office at 1001 Fannin Street, Suite 4000, Houston, Texas 77002, and Texas
Commerce Bank National Association, a national banking association, as Trustee
(herein called the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture
provided.

All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of a series thereof,
as follows:

ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 101. Definitions.

For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular;

(2) all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally
accepted accounting principles in the United States of America, and,
except as otherwise herein expressly provided, the term "generally
accepted accounting principles" with respect to any computation
required or permitted hereunder shall
9
mean such accounting principles as are generally accepted in the
United States of America at the date of this Indenture; and

(4) the words "herein," "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a whole and
not to any particular Article, Section or other subdivision, and the
words "date of this Indenture" and "date hereof" and other words of
similar import refer to the effective date of the original execution
and delivery of this Indenture, viz. November 20, 1993.

"Act," when used with respect to any Holder of a Security, has the
meaning specified in Section 104.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition
"control," when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

"Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

"Authorized Newspaper" means a newspaper, in the English language or
in an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place in connection with which the term is
used or in the financial community of such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same
city meeting the foregoing requirements and in each case on any Business Day.

"Bankruptcy Code" means the United States Bankruptcy Code, 11 United
States Code Sections 101 et seq., or any successor statute thereto.

"Bearer Security" means any Security in the form established pursuant
to Section 201 which is payable to bearer, including, without limitation, a
Security in temporary or permanent global form.

"Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

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"Book-Entry Security" means a Security bearing the legend specified in
Section 204, evidencing all or part of a series of Securities, issued to the
Depository for such series or its nominee, and registered in the name of such
Depository or nominee. Book-Entry Securities shall not be deemed to be
Securities in global form for purposes of Sections 201 and 203 and Article
Three of this Indenture.

"Business Day," when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions in that Place of Payment or other location are
authorized or obligated by law or executive order to close.

"Certification Date" means with respect to Securities of any series
(i), if Bearer Securities of such series are not to be initially represented by
a temporary global Security, the date of delivery of the definitive Bearer
Security and (ii), if Bearer Securities of such series are initially
represented by a temporary global Security, the earlier of (A) the Exchange
Date with respect to Securities of such series and (B), if the first Interest
Payment Date with respect to Securities of such series is prior to such
Exchange Date, such Interest Payment Date.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934,
or, if at any time after the execution of this instrument such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.

"Common Depositary" has the meaning specified in Section 304.

"Common Stock" means the Common Stock, par value $0.01 per share, of
the Company as the same exists at the date of execution and delivery of this
Indenture or other capital stock of the Company into which such Common Stock is
converted, reclassified or changed from time to time.

"Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, a Vice Chairman
of the Board, its President or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to
the Trustee.

"Conversion Agent" means any Person authorized by the Company to
convert any Securities on behalf of the Company.

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"Conversion Price" has the meaning specified in Section 1504.

"Corporate Trust Office" means the office of the Trustee in Dallas,
Texas or Houston, Texas, at which at any particular time its corporate trust
business shall be administered, as follows:

For payment, registration, transfer, exchange and tender of the
Securities:

BY HAND BY MAIL
------- -------

Texas Commerce Bank National Association Texas Commerce Bank National Association
Attention: Registered Bond Events Attention: Registered Bond Events
One Main Place P.O. Box 2320
1201 Main Street, 18th Floor Dallas, Texas 75221-2320
Dallas, Texas 75202

Telephone: (214)871-9393 or (800) 275-2048

For all other communications relating to the Securities:

Texas Commerce Bank National Association
600 Travis Street, Suite 1150
Houston, Texas 77002

Attention: Global Trust Services

Telephone: (713) 216-6686
Telecopy: (713) 216-5476

The term "corporation" means a corporation, association, limited
liability, company, joint-stock company or business trust.

The term "coupon" means any interest coupon appertaining to a Bearer
Security.

"Date of Conversion" has the meaning set forth in Section 1502.

"Defaulted Interest" has the meaning specified in Section 307.

"Depository" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Book-Entry
Securities, the clearing agency registered under the Securities Exchange Act of
1934, specified for that purpose as contemplated by Section 301.

"Dollar" or "$" means a dollar or other equivalent unit in such coin
or currency of the United States of America as at the time shall be legal
tender for the payment of public and private debts.

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"Euro-clear" means the operator of the Euro-clear System.

"Event of Default" has the meaning specified in Section 501.

"Exchange Date" has the meaning specified in Section 304.

"Holder," when used with respect to any Security, means in the case of
a Registered Security the Person in whose name the Security is registered in
the Security Register and in the case of a Bearer Security the bearer thereof
and, when used with respect to any coupon, means the bearer thereof.

"Indebtedness" means, with respect to any Person,

(a) (i) the principal of and interest and premium, if any, on
indebtedness for money borrowed of such Person evidenced by bonds,
notes, debentures or similar obligations, including any guaranty by
such Person of any indebtedness for money borrowed of any other
Person, whether any such indebtedness or guaranty is outstanding on
the date of this Indenture or is thereafter created, assumed or
incurred, (ii) the principal of and interest and premium, if any, on
indebtedness for money borrowed, incurred, assumed or guaranteed by
such Person in connection with the acquisition by it or any of its
subsidiaries of any other businesses, properties or other assets and
(iii) lease obligations which such Person capitalizes in accordance
with Statement of Financial Accounting Standards No. 13 promulgated by
the Financial Accounting Standards Board or such other generally
accepted accounting principles as may be from time to time in effect;

(b) any other indebtedness of such Person, including any
indebtedness representing the balance deferred and unpaid of the
purchase price of any property or interest therein, including any such
balance that constitutes a trade account payable, and any guaranty,
endorsement or other contingent obligation of such Person in respect
of any indebtedness of another, which is outstanding on the date of
this Indenture or is thereafter created, assumed or incurred by such
Person; and

(c) any amendments, modifications, refundings, renewals
or extensions of any indebtedness or obligation described as
Indebtedness in clause (a) or (b) above.

"Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 301.

The term "interest," when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.

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"Interest Payment Date," when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

"Last Sale Price" has the meaning specified in Section 1503.

"Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

"Officers' Certificate" means a certificate complying with the
provisions of Section 102 signed by the Chairman of the Board, Vice Chairman of
the Board, the President or a Vice President, and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company,
and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company.

"Original Issue Discount Security" means any Security which is issued
at a price lower than the principal amount payable upon the Stated Maturity
thereof and which provides for an amount less than the principal amount thereof
to be due and payable upon redemption thereof or upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502.

"Outstanding," when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

(i) Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

(ii) Securities for whose payment or redemption money in
the necessary amount has been theretofore deposited with the Trustee
or any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its
own Paying Agent) for the Holders of such Securities and any coupons
appertaining thereto, provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has
been made;

(iii) Securities which have been paid pursuant to Section
306 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any
such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by a
bona fide purchaser in whose hands such Securities are valid
obligations of the Company; and

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(iv) Securities converted into Common Stock pursuant
hereto and, for purposes of selection for redemption, Securities not
deemed Outstanding pursuant to Section 1103.

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Securities (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 502, (ii) the principal amount of a Security
denominated in a foreign currency or currencies, including composite
currencies, shall be the Dollar equivalent, determined on the date of original
issuance of such Security in the manner provided as contemplated by Section
301, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in (i) above) of such Security,
and (iii) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, or upon any such
determination as to the presence of a quorum, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

"Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

"Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

"Place of Payment," when used with respect to the Securities of any
series, means the place or places as specified in accordance with Section 301
where, subject to the provisions of Section 1002, the principal of and any
premium and interest on the Securities of that series are payable.

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.

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"Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

"Redemption Price," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"Registered Security" means any Security in the form established
pursuant to Section 201 which is registered in the Security Register.

"Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the date specified for
that purpose as contemplated by Section 301.

"Responsible Officer," when used with respect to the Trustee, shall
mean any officer in the corporate trust department (or any successor group) of
the Trustee, including any Vice President, any Trust Officer, or any other
officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred at the Corporate Trust Office
because of his or her knowledge of and familiarity with the particular subject.

"Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

"Senior Indebtedness" means Indebtedness of the Company outstanding at
any time except (a) any Indebtedness as to which, by the terms of the
instrument creating or evidencing the same, it is provided that such
Indebtedness is not senior in right of payment to the Securities, (b) the
Securities, (c) any Indebtedness of the Company to a wholly-owned Subsidiary of
the Company, (d) interest accruing after the filing of a petition initiating
any proceeding referred to in Sections 501(5) and 501(6) unless such interest
is an allowed claim enforceable against the Company in a proceeding under
Federal or State bankruptcy laws, (e) obligations under performance guarantees,
support agreements and other agreements in the nature thereof relating to the
obligations of any subsidiary of the Company and (f) trade accounts payable.

"Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any series means a date fixed by the Trustee pursuant
to Section 307.

"Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.

"Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by
one or more other Subsidiaries, or by the

USA WASTE SERVICES, INC.
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Company and one or more other Subsidiaries. For the purposes of this
definition, "voting stock" means stock which ordinarily has voting power for
the election of directors, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency.

"Trading Day" has the meaning specified in Section 1503.

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder,
and if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this Indenture was executed; provided, however,
that in the event the Trust Indenture Act of l 939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

"United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

"United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or
a non-resident alien fiduciary of a foreign estate or trust.

"U.S. Government Obligations" has the meaning specified in Section
1304.

"Vice President," when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president."

SECTION 102. Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of
an Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

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SECTION 103. Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.

Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 104. Acts of Holders.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of such series may, alternatively, be embodied in and evidenced by the
record of Holders of Securities of such series voting in favor thereof, either
in person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the
provisions of Article Fourteen, or a combination of such instruments and any
such record. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments and so voting at
any such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent or proxy or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 601) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1406.

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(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

(c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining
the Holders of Registered Securities of any series entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action, or to vote on any action, authorized or permitted to be given or taken
by Holders of Securities of such series. If not set by the Company prior to
the first solicitation of a Holder of Securities of such series made by any
Person in respect of any such action, or, in the case of any such vote, prior
to such vote, the record date for any such action or vote shall be the 30th day
(or, if later, the date of the most recent list of Holders required to be
provided pursuant to Section 701) prior to such first solicitation or vote, as
the case may be. With regard to any record date for action to be taken by the
Holders of one or more series of Securities, only the Holders of Securities of
such series on such date (or their duly designated proxies) shall be entitled
to give or take, or vote on, the relevant action.

(d) The principal amount and serial numbers of Registered
Securities held by any Person, and the date of holding the same, shall be
proved by the Security Register.

(e) The principal amount and serial numbers of Bearer Securities
held by any Person, and the date of holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities, if such certificate or affidavit is
deemed by the Trustee to be satisfactory. The Trustee and the Company may
assume that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (2) such Bearer Security is produced to the
Trustee by some other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding. The principal amount and serial numbers of Bearer Securities held
by any Person, and the date of holding the same, may also be proved in any
other manner which the Trustee deems sufficient.

(f) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu

USA WASTE SERVICES, INC.
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thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Security.

(g) Without limiting the foregoing, a Holder entitled hereunder to
give or take any action hereunder with regard to any particular Security may do
so with regard to all or any part of the principal amount of such Security or
by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any different part of such principal amount.

SECTION 105. Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with a Responsible Officer of the Trustee at
its Corporate Trust Office in Dallas, Texas or Houston, Texas, as
appropriate, or

(2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage
prepaid, to the Company addressed to it at the address of its
principal office specified in the first paragraph of this Indenture,
to the attention of its Treasurer, or at any other address previously
furnished in writing to the Trustee by the Company.

SECTION 106. Notice to Holders of Securities; Waiver.

Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Securities of any event,

(1) such notice shall be sufficiently given to Holders of
Registered Securities if in writing and mailed, first-class postage
prepaid, to each Holder of a Registered Security affected by such
event, at the address of such Holder as it appears in the Security
Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice; and

(2) such notice shall be sufficiently given to Holders of
Bearer Securities if published in an Authorized Newspaper in The City
of New York and in such other city or cities as may be specified in
such Securities on a Business Day at least twice, the first such
publication to be not earlier than the earliest date, and not later
than the latest date, prescribed for the giving of such notice.

In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice to
Holders of Registered Securities by mail, then such

USA WASTE SERVICES, INC.
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notification as shall be made with the approval of the Trustee shall constitute
sufficient notice to such Holders for every purpose hereunder. In any case
where notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder of a Registered Security shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the
sufficiency of any notice to Holders of Bearer Securities given as provided
herein.

In case by the reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause
it shall be impracticable to publish any notice to Holders of Bearer Securities
as provided above, then such notification to Holders of Bearer Securities as
shall be given with the approval of the Trustee shall constitute sufficient
notice to such Holders for every purpose hereunder. Neither the failure to
give notice by publication to Holders of Bearer Securities as provided above,
nor any defect in any notice so published, shall affect the sufficiency of any
notice to Holders of Registered Securities given as provided herein.

Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders of Securities shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

SECTION 107. Language of Notices, Etc.

Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of
the country of publication.

SECTION 108. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or to be excluded, as the
case may be.

SECTION 109. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

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SECTION 110. Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

SECTION 111. Separability Clause.

In case any provision in this Indenture or the Securities or coupons
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

SECTION 112. Benefits of Indenture.

Nothing in this Indenture or the Securities or coupons, express or
implied, shall give to any Person, other than the parties hereto, their
successors hereunder, the holders of Senior Indebtedness and the Holders of
Securities and coupons, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

SECTION 113. Governing Law.

This Indenture and the Securities and coupons shall be governed by and
construed in accordance with the laws of the State of New York.

SECTION 114. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security or the last date for conversion of any Security shall
not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities or coupons other than a
provision in the Securities of any series which specifically states that such
provision shall apply in lieu of this Section) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date
and such conversion need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity, or on the last date for conversion, as the
case may be, provided that no interest shall accrue on the amount so payable
for the period from and after such date.

ARTICLE TWO
SECURITY FORMS

SECTION 201. Forms Generally.

The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons shall be in
substantially the form (including temporary or permanent global form) as shall
be established by or pursuant to a Board Resolution or in one or more

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indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with law, or with the rules of any securities exchange or to
conform to general, usage, all as may, consistently herewith, be determined by
the officers executing such Securities or coupons, as evidenced by their
execution of the Securities or coupons. If temporary Securities of any series
are issued in global form as permitted by Section 304, the form thereof shall
be established as provided in the preceding sentence. A copy of the Board
Resolution establishing the forms of Securities or coupons of any series (or
any such temporary global Security) shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities (or any such temporary global
Security) or coupons.

Unless otherwise specified as contemplated by Section 301, Securities
in bearer form shall have interest coupons attached.

The definitive Securities and coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities or coupons.

SECTION 202. Form of Trustee's Certificate of Authentication.

The Trustee's certificate of authentication shall be in substantially
the following form:

"This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

-------------------------------------
as Trustee

By:
----------------------------------
Authorized Officer."

SECTION 203. Securities in Global Form.

If Securities of a series are issuable in global form, as specified as
contemplated by Section 301, then, notwithstanding clause (10) of Section 301
and the provisions of Section 302, any such Security shall represent such of
the Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities represented thereby may be reduced to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee in such manner and upon instructions given by such
Person or

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Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 303 or Section 304. Subject to the
provisions of Section 303 and, if applicable, Section 304, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304
has been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

Notwithstanding the provisions of Sections 201 and 307, unless
otherwise specified as contemplated by Section 301, payment of principal of and
any premium and interest on any Security in permanent global form shall be made
to the Person or Persons specified therein.

SECTION 204. Form of Legend for Book-Entry Securities.

Any Book-Entry Security authenticated and delivered hereunder shall
bear a legend in substantially the following form:

"This Security is a Book-Entry Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depository
or a nominee of a Depository. This Security is exchangeable for Securities
registered in the name of a Person other than the Depository or its nominee
only in the limited circumstances described in the Indenture, and no transfer
of this Security (other than a transfer of this Security as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository) may be registered except
in such limited circumstances."

ARTICLE THREE
THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series, and each such
series shall rank equally and pari passu with each other series, but all
Securities issued hereunder shall be subordinate and junior in right of
payment, to the extent and in the manner set forth in Article Sixteen, to all
Senior

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Indebtedness. There shall be established in or pursuant to a Board Resolution
and, subject to Section 303, set forth, or determined in the manner provided,
in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:

(1) the title of the Securities of the series (which
shall distinguish the Securities of the series from all other
Securities);

(2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of the series pursuant to Section 304, 305,
306, 906 or 1107 and except for any Securities which, pursuant to
Section 303, are deemed never to have been authenticated and delivered
hereunder);

(3) whether Securities of the series are to be issuable
as Registered Securities, Bearer Securities or both, whether any
Securities of the series are to be issuable initially in temporary
global form and whether any Securities of the series are to be
issuable in permanent global form with or without coupons and, if so,
whether beneficial owners of interests in any such permanent global
Security may exchange such interests for Securities of such series and
of like tenor of any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than
in the manner provided in Section 305;

(4) the Person to whom any interest on any Registered
Security of the series shall be payable, if other than the Person in
whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for
such interest, the manner in which, or the Person to whom, any
interest on any Bearer Security of the series shall be payable, if
otherwise than upon presentation and surrender of the coupons
appertaining thereto as they severally mature and the extent to which,
or the manner in which, any interest payable on a temporary global
Security on an Interest Payment Date will be paid if other than in the
manner provided in Section 304;

(5) the date or dates on which the principal of the
Securities of the series is payable;

(6) the rate or rates at which the Securities of the
series shall bear interest, if any, or the method by which such rate
shall be determined, the date or dates from which any such interest
shall accrue, the Interest Payment Dates on which any such interest
shall be payable, and the Regular Record Date for any interest payable
on any Registered Securities on any Interest Payment Date and whether,
and under what circumstances, additional amounts with respect to such
Securities shall be payable as set forth in Section 1001;

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(7) the place or places where, subject to the provisions
of Section 1002, the principal of and any premium and interest on
Securities of the series shall be payable, any Registered Securities
of the series may be surrendered for registration of transfer,
Securities of the series may be surrendered for exchange or conversion
and notices and demands to or upon the Company in respect of the
Securities of the series and this Indenture may be served;

(8) the right, if any, of the Company to redeem
Securities of the series, in whole or in part, at its option and the
period or periods within which, the price or prices at which and the
terms and conditions upon which Securities of the series may be so
redeemed;

(9) the obligation, if any, of the Company to redeem,
purchase, or repay Securities of the series pursuant to any mandatory
redemption, sinking fund or analogous provisions or at the option of a
Holder thereof and the period or periods within which, the price or
prices at which and the terms and conditions upon which Securities of
the series shall be redeemed, purchased or repaid, in whole or in
part, pursuant to such obligation;

(10) the denominations in which any Registered Securities
of the series shall be issuable, if other than denominations of $1,000
and any integral multiple thereof, and the denomination or
denominations in which any Bearer Securities of the series shall be
issuable, if other than the denomination of $5,000;

(11) the currency or currencies, including composite
currencies, in which payment of the principal of and any premium and
interest on any Securities of the series shall be payable if other
than the currency of the United States of America and the manner of
determining the equivalent thereof in the currency of the United
States of America for purposes of the definition of "Outstanding" in
Section 101;

(12) if the amount of payments of principal of and any
premium or interest on any Securities of the series may be determined
with reference to an index, the manner in which such amounts shall be
determined;

(13) if other than the principal amount thereof, the
portion of the principal amount of any Securities of the series which
shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 502;

(14) if the principal of and any premium or interest on
the Securities of the series are to be payable, at the election of the
Company or a Holder thereof, in a currency or currencies, including
composite currencies, other than that or those in which the Securities
are stated to be payable, the currency or currencies in which payment
of the principal of and any premium and interest on Securities of such
series as to which such election is made shall be payable, and the
periods within which and the terms and conditions upon which such
election is to be made;

(15) whether the Securities of the series shall be issued
upon original issuance in whole or in part in the form of one or more
Book-Entry Securities and, in such case, (a) the

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Depository with respect to such Book-Entry Security or Securities; and
(b) the circumstances under which any such Book-Entry Security may be
exchanged for Securities registered in the name of, and any transfer
of such Book-Entry Security may be registered to, a Person other than
such Depository or its nominee, if other than as set forth in Section
305;

(16) if either or both of the provisions of Section 1302
or 1303 are applicable to the Securities of such series and any
additional means of discharge pursuant to Section 1302 or 1303 and any
additional conditions to the provisions of Section 1302 or 1303;

(17) any other Events of Default or covenants with respect
to the Securities of such series;

(18) whether the Securities of the series will be
convertible into Common Stock (or cash in lieu thereof) and, if so,
the terms and conditions upon which such conversion will be effected
including the initial Conversion Price and any adjustments thereto in
addition to or different from those set forth in Section 1504, the
conversion period and other provisions in addition to or in lieu of
those set forth herein;

(19) any subordination provisions with respect to the
Securities of such series in addition to or in lieu of those set forth
in Article Sixteen hereof; and

(20) any other terms of the series (which terms shall not
be inconsistent with the provisions of this Indenture except as
permitted by Section 901(5)).

All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in
the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 303) set forth, or determined in the manner provided,
in the Officers' Certificate referred to above or in any such indenture
supplemental hereto.

If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company
and delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

SECTION 302. Denominations.

Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, any Registered Securities of a series shall be
issuable in denominations of $1,000 and any integral multiple thereof and any
Bearer Securities of a series shall be issuable in the denomination of $5,000.

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SECTION 303. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its
Chairman of the Board, a Vice Chairman of the Board, its President, its
Treasurer or its Chief Financial Officer, under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or
facsimile. Coupons shall bear the facsimile signature of the Treasurer or any
Assistant Treasurer of the Company.

Securities and coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any coupons appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
unless otherwise provided with respect to such series, in connection with its
original issuance, no Bearer Security shall be mailed or otherwise delivered to
any location in the United States; and provided, further, that unless otherwise
provided with respect to such series, a Bearer Security may be delivered in
connection with its original issuance only if the Person entitled to receive
such Bearer Security shall have furnished a certificate in the form set forth
in Exhibit A to this Indenture, dated no earlier than the Certification Date.
If any Security shall be represented by a permanent global Bearer Security,
then, for purposes of this Section and Section 304, the notation of a
beneficial owner's interest therein upon original issuance of such Security or
upon exchange of a portion of a temporary global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent global Security. Except as permitted by Section
306, the Trustee shall not authenticate and deliver any Bearer Security unless
all appurtenant coupons for interest then matured have been detached and
canceled.

In authenticating Securities, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating:

(a) that the forms of such Securities and coupons
established by or pursuant to a Board Resolution as contemplated by
Section 201 have been established in conformity with the provisions of
this Indenture;

(b) if the terms of such Securities and any coupons have
been established by or pursuant to a Board Resolution as permitted by
Section 301, that such terms have been established in conformity with
the provisions of this Indenture; and

(c) that such Securities, together with any coupons
appertaining thereto, when authenticated and delivered by the Trustee
and issued by the Company in the manner and

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subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company
enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization and other laws of
general applicability relating to or affecting creditors' rights and
to general equity principles.

Such Opinion of Counsel shall also cover such other matters as the Trustee may
reasonably request.

The Trustee shall not be required to authenticate such Securities the
forms or terms of which have been established by or pursuant to a Board
Resolution if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee.

Notwithstanding the provisions of Section 301 and of the two preceding
paragraphs, if all Securities of a series are not to be originally issued at
one time, it shall not be necessary to deliver the Officers' Certificate
otherwise required pursuant to Section 301 or the Company Order and Opinion of
Counsel otherwise required pursuant to such preceding paragraphs at or prior to
the time of authentication of each Security of such series if such documents
are delivered at or prior to the authentication upon issuance of the first
Security of such series to be issued.

After the original issuance of the first Security of such series to be
issued, any separate request by the Company that the Trustee authenticate
Securities of such series for original issuance will be deemed to be a
certification by the Company (which, subject to Section 601, the Trustee shall
be fully protected in relying on) that it is in compliance with all conditions
precedent provided for in this Indenture relating to the authentication and
delivery of such Securities.

Each Registered Security shall be dated the date of its
authentication; and each Bearer Security shall be dated as of the date of
original issuance of the first Security of such series to be issued.

No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security, or the Security to which such coupon appertains, a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 309 together with a written
statement (which need not comply with Section 102 and need not be accompanied
by an Opinion of Counsel) stating that such Security has never been issued and
sold by the Company, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.

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SECTION 304. Temporary Securities.

Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued, in registered
form or, if authorized, in bearer form with one or more coupons or without
coupons, and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities. In the case of any series
issuable as Bearer Securities, such temporary Securities may be in global form.
A temporary Bearer Security shall be delivered only in compliance with the
conditions set forth in Section 303.

Except in the case of temporary Securities in global form (which shall
be exchanged in accordance with the provisions of the following paragraphs), if
temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company maintained pursuant to Section 1002 in a Place
of Payment for such series for the purpose of exchanges of Securities of such
series without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Securities of any series (accompanied by any unmatured
coupons appertaining thereto) the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like aggregate principal amount
of definitive Securities of the same series and of like tenor of authorized
denominations; provided, however, that no definitive Bearer Security shall be
issued in exchange for a temporary Registered Security.

If temporary Securities of any series are issued in global form, any
such temporary global Security shall, unless otherwise provided therein, be
delivered to the London office of a depositary or common depositary (the
"Common Depositary"), for the benefit of Euro-clear and CEDEL S.A., for credit
to the respective accounts of the beneficial owners of such Securities (or to
such other accounts as they may direct).

Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security of a series (the "Exchange Date"), the Company shall deliver to the
Trustee definitive Securities of that series in aggregate principal amount
equal to the principal amount of such temporary global Security, executed by
the Company. On or after the Exchange Date such temporary global Security
shall be surrendered by the Common Depositary to the Trustee, as the Company's
agent for such purpose, to be exchanged, in whole or from time to time in part,
for definitive Securities of that series without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary global
Security, a like aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
such temporary global Security to be exchanged; provided, however, that unless
otherwise specified in such temporary global Security, upon such presentation
by the Common Depositary, such temporary global Security is accompanied by a
certificate dated

USA WASTE SERVICES, INC.
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the Exchange Date or a subsequent date and signed by Euro-clear as to the
portion of such temporary global Security held for its account then to be
exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by CEDEL S.A. as to the portion of such temporary global Security held
for its account then to be exchanged, each in the form set forth in Exhibit B
to this Indenture. The definitive Securities to be delivered in exchange for
any such temporary global Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 301, and if any
combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that no definitive Bearer Security or permanent
global Security shall be delivered in exchange for a temporary Bearer Security
except in compliance with the conditions set forth in Section 303.

Unless otherwise specified in the temporary global Security, the
interest of a beneficial owner of Securities of a series in a temporary global
Security shall be exchanged on the Exchange Date for definitive Securities (and
where the form of the definitive Securities is not specified by the Holder for
an interest in a permanent global Security) of the same series and of like
tenor unless, on or prior to the Exchange Date, such beneficial owner has not
delivered to Euro-clear or CEDEL S.A., as the case may be, a certificate in the
form set forth in Exhibit A to this Indenture dated no earlier than the
Certification Date, copies of which certificate shall be available from the
offices of Euro-clear and CEDEL S.A., the Trustee, any Authenticating Agent
appointed for such series of Securities and each Paying Agent and after the
Exchange Date, the interest of a beneficial owner of Securities of a series in
a temporary global Security shall be exchanged for definitive Securities (and
where the form of the definitive Securities is not specified by the Holder for
an interest in a permanent global Security) of the same series and of like
tenor following such beneficial owner's delivery to Euro-clear or CEDEL S.A.,
as the case may be, of a certificate in the form set forth in Exhibit A to this
Indenture dated no earlier than the Certification Date. Unless otherwise
specified in such temporary global Security, any exchange shall be made free of
charge to the beneficial owners of such temporary global Security, except that
a Person receiving definitive Securities must bear the cost of insurance,
postage, transportation and the like in the event that such Person does not
take delivery of such definitive Securities in person at the offices of
Euro-clear or CEDEL S.A. Definitive Securities in bearer form to be delivered
in exchange for any portion of a temporary global Security shall be delivered
only outside the United States.

Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary
global Security on an Interest Payment Date for Securities of such series shall
be payable to Euro-clear and CEDEL S.A. on such Interest Payment Date upon
delivery by Euro-clear and CEDEL S.A. to the Trustee of a certificate or
certificates in the form set forth in Exhibit B to this Indenture, for credit
without further interest on or after such Interest Payment Date to the
respective accounts of the Persons who are the beneficial owners of such
temporary global Security on such Interest Payment Date and who have each
delivered to Euro-clear or CEDEL S.A., as the case may be, a certificate in the
form set forth in Exhibit A to this Indenture. Any interest so received by
Euro-clear and CEDEL S.A. and not paid as herein provided shall be returned to
the Trustee immediately prior to the expiration of two years

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after such Interest Payment Date in order to be repaid to the Company in
accordance with Section 1003.

SECTION 305. Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at an office or agency to be
maintained by the Company in accordance with Section 1002 a register (being the
combined register of the Security Registrar and all transfer agents designated
pursuant to Section 1002 for the purpose of registration of transfer of
Securities and sometimes collectively referred to as the "Security Register")
in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of each series of Registered
Securities and the registration of transfers of such Registered Securities.
The Trustee shall serve initially as "Security Registrar" for the purpose of
registering Registered Securities and transfers of Registered Securities as
herein provided.

Upon surrender for registration of transfer of any Registered Security
of any series at the office or agency of the Company maintained pursuant to
Section 1002 for such purpose in a Place of Payment for such series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor.

At the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor,
upon surrender of the Securities to be exchanged at any such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive. Unless otherwise
provided with respect to any series of Securities, Bearer Securities may not be
issued in exchange for Registered Securities.

At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon
surrender of the Bearer Securities to be exchanged at any such office or
agency, with all unmatured coupons and all matured coupons in default thereto
appertaining. If the Holder of a Bearer Security is unable to produce any such
unmatured coupon or coupons or matured coupon or coupons in default, such
exchange may be effected if the Bearer Securities are accompanied by payment in
funds acceptable to the Company in an amount equal to the face amount of such
missing coupon or coupons, or the surrender of such missing coupon or coupons
may be waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to
any Paying Agent any such missing coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that except as otherwise provided in Section
1002, interest represented by coupons shall be payable only upon presentation
and surrender of those coupons at an office or agency located outside the
United States. Notwithstanding the foregoing, in case a Bearer Security

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of any series is surrendered at any such office or agency in exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at
such office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon relating
to such Interest Payment Date or proposed date for payment, as the case may be,
and interest or Defaulted Interest, as the case may be, will not be payable on
such Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be
exchangeable only as provided in this paragraph. If the beneficial owners of
interests in a permanent global Security are entitled to exchange such
interests for Securities of such series and of like tenor and principal amount
of another authorized form and denomination, as specified as contemplated by
Section 301, then without unnecessary delay but in any event not later than the
earliest date on which such interests may be so exchanged, the Company shall
deliver to the Trustee definitive Securities of that series in an aggregate
principal amount equal to the principal amount of such permanent global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such permanent global Security shall be
surrendered from time to time in accordance with instructions given to the
Trustee and the Common Depositary (which instructions shall be in writing but
need not comply with Section 102 or be accompanied by an Opinion of Counsel) by
the Common Depositary or such other depositary or Common Depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities of the same series without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent global
Security, a like aggregate principal amount definitive Securities of the same
series of authorized denominations and of like tenor as the portion of such
permanent global Security to be exchanged which, unless the Securities of the
series are not issuable both as Bearer Securities and as Registered Securities,
as specified as contemplated by Section 301, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; provided, however, that no such
exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities of that series is to be redeemed and
ending on the relevant Redemption Date; and provided, further, that no Bearer
Security delivered in exchange for a portion of a permanent global Security
shall be mailed or otherwise delivered to any location in the United States.
Promptly following any such exchange in part, such permanent global Security
shall be returned by the Trustee to the Common Depositary or such other
depositary or Common Depositary referred to above in accordance with the
instructions of the Company referred to above. If a Registered Security is
issued in exchange for any portion of such permanent

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
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global Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest,
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Registered Security, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such permanent global
Security is payable in accordance with provisions of this Indenture.

All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

Every Registered Security presented or surrendered for registration of
transfer or exchange shall (if so required by the Company or the Trustee or any
transfer agent) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar or any
transfer agent duly executed, by the Holder thereof or his attorney duly
authorized in writing.

No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the
opening of business 15 days before any selection of Securities of that series
to be redeemed and ending at the close of business on (A) if Securities of the
series are issuable only as Registered Securities, the day of the mailing of
the relevant notice of redemption and (B) if Securities of the series are
issuable as Bearer Securities, the day of the first publication of the relevant
notice of redemption, or if Securities of the series are also issuable as
Registered Securities and there is no publication, the mailing of the relevant
notice of redemption, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption, in whole or in part, except the
unredeemed portion of any Registered Security being redeemed in part, or (iii)
to exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor, provided, that such Registered Security shall be simultaneously
surrendered for redemption.

Notwithstanding the foregoing and except as otherwise specified or
contemplated by Section 301, any Book-Entry Security shall be exchangeable
pursuant to this Section 305 or Sections 304, 906 and 1107 for Securities
registered in the name of, and a transfer of a Book-Entry Security of any
series may be registered to, any Person other than the Depository for such
Security or its nominee only if (i) such Depository notifies the Company that
it is unwilling or unable to

USA WASTE SERVICES, INC.
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continue as Depository for such Book-Entry Security or if at any time such
Depository ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, (ii) the Company executes and delivers to the Trustee a
Company Order that such Book-Entry Security shall be so exchangeable and the
transfer thereof so registrable or (iii) there shall have occurred and be
continuing an Event of Default, with respect to the Securities of such series.
Upon the occurrence in respect of any Book-Entry Security of any series of any
one or more of the conditions specified in clause (i), (ii) or (iii) of the
preceding sentence or such other conditions as may be specified, such
Book-Entry Security may be exchanged for Securities registered in the names of,
and the transfer of such Book-Entry Security may be registered to, such Persons
(including Persons other than the Depository with respect to such series and
its nominees) as such Depository shall direct. Notwithstanding any other
provision of this Indenture, any Security authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, any Book-Entry
Security shall also be a Book-Entry Security and shall bear the legend
specified in Section 204 except for any Security authenticated and delivered in
exchange for, or upon registration of transfer of, a Book-Entry Security
pursuant to the preceding sentence.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities and Coupons.

If any mutilated Security or a Security with a mutilated coupon
appertaining thereto is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount and bearing
a number not contemporaneously outstanding, with coupons corresponding to the
coupons, if any, appertaining to the surrendered Security.

If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security or coupon and (ii) such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in
the absence of notice to the Company or the Trustee that such Security or
coupon has been acquired by a bona fide purchaser, the Company shall execute
and the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security or in exchange for the Security to which a destroyed,
lost or stolen coupon appertains (with all appurtenant coupons not destroyed,
lost or stolen), a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to such destroyed,
lost or stolen Security or to the Security to which such destroyed, lost or
stolen coupon appertains.

If, after the delivery of such new Security, a bona fide purchaser of
the original Security in lieu of which such new Security was issued presents
for payment or registration such original Security, the Company and the Trustee
shall be entitled to recover such new Security from the Person to whom it was
delivered or any Person taking therefrom, except a bona fide purchaser, and
shall be entitled to recover upon the security or indemnity provided therefor
to the extent of any loss, damage, cost or expense incurred by the Company or
the Trustee in connection therewith.

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
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In case any such mutilated, destroyed, lost or stolen Security or
coupon has become or is about to become due and payable or is being surrendered
for conversion in full, the Company in its discretion may, instead of issuing a
new Security, pay such Security or coupon or authorize the conversion thereof
(without surrender thereof except in the case of a mutilated Security or
coupon); provided, however, that the principal of and any premium and interest
on Bearer Securities shall, except as otherwise provided in Section 1002, be
payable only at an office or agency located outside the United States.

Upon the issuance of any new Security under this Section, the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees, and expenses of the Trustee) connected therewith.

Every new Security of any series with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security or
in exchange for a Security to which a destroyed, lost or stolen coupon
appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and any such new Security and coupons, if any, shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series and their coupons, if any, duly
issued hereunder.

The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement, payment or conversion of mutilated, destroyed, lost or stolen
Securities or coupons.

SECTION 307. Payment of Interest; Interest Rights Preserved.

Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Registered Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest. Unless otherwise so provided, at the option of
the Company, payment of interest on any Registered Security may be made by
check mailed on or before the due date to the address of the Person entitled
thereto as such address shall appear in the Security Register.

Any interest on any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in clause (1) or (2) below:

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
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36
(1) The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Registered
Securities of such series (or their respective Predecessor Securities)
are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on each
Registered Security of such series and the date of the proposed
payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted
Interest as in this Clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to
each Holder of Registered Securities of such series at the address of
such Holder as it appears in the Security Register, not less than 10
days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid
to the Persons in whose names the Registered Securities of such series
(or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause (2).

(2) The Company may make payment of any Defaulted
Interest on the Registered Securities of any series in any other
lawful manner not inconsistent with the requirements of any securities
exchange on which such Securities may be then listed, and upon such
notice as may be required by such exchange, if, after notice given by
the Company to the Trustee of the proposed payment pursuant to this
clause, such manner of payment shall be deemed practicable by the
Trustee.

Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

SECTION 308. Persons Deemed Owners.

Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered as
the owner of such Registered Security for the purpose of

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
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37
receiving payment of principal of (and premium, if any) and (subject to
Sections 305 and 307) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company
or the Trustee may treat the bearer of any Bearer Security and the bearer of
any coupon as the owner of such Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or coupon be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

Notwithstanding the foregoing, with respect to any Book-Entry
Security, nothing herein shall prevent the Company, the Trustee, or any agent
of the Company or the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by a Depository or impair, as between a
Depository and holders of beneficial interests in any Book-Entry Security, the
operation of customary practices governing the exercise of the rights of the
Depository (or its nominee) as Holder of such Book-Entry Security.

SECTION 309. Cancellation.

All Securities and coupons surrendered for payment, redemption,
registration of transfer, conversion or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee. All Registered Securities and matured
coupons so delivered shall be promptly canceled by the Trustee. All Bearer
Securities and unmatured coupons so delivered shall be held by the Trustee and,
upon instruction by a Company Order, shall be canceled or held for reissuance.
Bearer Securities and unmatured coupons held for reissuance may be reissued
only in replacement of mutilated, lost, stolen or destroyed Bearer Securities
of the same series and like tenor or the related coupons pursuant to Section
306. All Bearer Securities and unmatured coupons held by the Trustee pending
such cancellation or reissuance shall be deemed to be delivered for all
purposes of this Indenture and the Securities. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities and coupons held by the Trustee shall be disposed of in accordance
with its customary practice.

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
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38
SECTION 310. Computation of Interest.

Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

ARTICLE FOUR
SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for, and any right to receive
additional amounts, as provided in Section 1004), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and
delivered and all coupons, if any, appertaining thereto (other than
(i) coupons appertaining to Bearer Securities surrendered for exchange
for Registered Securities and maturing after such exchange, whose
surrender is not required or has been waived as provided in Section
305, (ii) Securities and coupons which have been destroyed, lost or
stolen and which have been replaced, converted or paid as provided in
Section 306, (iii) coupons appertaining to Securities called for
redemption and maturing after the relevant Redemption Date, whose
surrender has been waived as provided in Section 1106, and (iv)
Securities and coupons for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee for
cancellation; or

(B) all such Securities and, in the case of (i) or (ii)
below, any coupons appertaining thereto not theretofore delivered to
the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated
Maturity within one year, or

(iii) are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company;

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
- 31 -
39
and the Company, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose an amount sufficient to pay and discharge the
entire indebtedness on such Securities and coupons not theretofore
delivered to the Trustee for cancellation, for principal (and premium,
if any) and any interest to the date of such deposit (in the case of
Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;

(2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

(3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of
this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to clause (1)(B) of this Section,
the obligations of the Trustee under Section 402 and the last paragraph of
Section 1003 shall survive.

SECTION 402. Application of Trust Money.

Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities, the
coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and
any premium and interest for whose payment such money has been deposited.

ARTICLE FIVE
REMEDIES

SECTION 501. Events of Default.

"Event of Default," wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by the provisions of Article Sixteen hereof or by operation of law or
pursuant to any judgment, decree or order, rule or regulation of any
administrative or governmental body), unless it is either inapplicable to a
particular series of Securities or it is specifically deleted or modified in or
pursuant to the terms of such series or in the form of Security of such series:

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
- 32 -
40
(1) default in the payment of any interest upon any
Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days; or

(2) default in the payment of the principal of (or
premium, if any, on) any Security of that series at its Maturity; or

(3) default in the deposit of any sinking fund payment,
when and as due by the terms of a Security of that series; or

(4) default in the performance, or breach, of any
covenant or warranty of the Company in this Indenture (other than a
covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has
expressly been included in this Indenture solely for the benefit of
series of Securities other than that series), and continuance of such
default or breach for a period of 90 days after there has been given,
by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to
be remedied and stating that such notice is a "Notice of Default"
hereunder; or

(5) the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in respect of the Company
in an involuntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order adjudging the Company a bankrupt or insolvent,
or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company
under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other
decree or order unstayed and in effect for a period of 90 consecutive
days; or

(6) the commencement by the Company of a voluntary case
or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by it to the entry of a decree or order for relief in respect
of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by it to the filing of
such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or
similar official of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
- 33 -
41
creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due, or the taking of corporate
action by the Company in furtherance of any such action; or

(7) any other Event of Default provided with respect to
Securities of that series.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified in the terms
thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

(1) the Company has paid or deposited with the Trustee a
sum sufficient to pay

(A) all overdue interest on all Securities of
that series,

(B) the principal of (and premium, if any, on)
any Securities of that series which have become due otherwise
than by such declaration of acceleration and any interest
thereon at the rate or rates prescribed therefor in such
Securities,

(C) to the extent that payment of such interest
is lawful, interest upon overdue interest at the rate or rates
prescribed therefor in such Securities, and

(D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel;

and

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
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(2) all Events of Default with respect to
Securities of that series, other than the non-payment of the
principal of Securities of that series which have become due
solely by such declaration of acceleration, have been cured or
waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.

The Company covenants that if

(1) default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default
continues for a period of 30 days, or

(2) default is made in the payment of the principal of
(or premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities and coupons, the whole amount then due and payable
on such Securities and coupons for principal and any premium and interest and,
to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at
the rate or rates prescribed therefor in such Securities and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute
a judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series
and any related coupons by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper
remedy.

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
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43
SECTION 504. Trustee May File Proofs of Claim.

In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, subject to Article Sixteen hereof, the Trustee
shall be authorized to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 607.

No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting
the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of Holders, vote for the election of a
trustee of bankruptcy or similar official and be a member of a creditors' or
other similar committee.

SECTION 505. Trustee May Enforce Claims Without Possession of Securities or
Coupons.

All rights of action and claims under this Indenture or the Securities
or coupons may be prosecuted and enforced by the Trustee against third parties
or otherwise without the possession of any of the Securities or coupons or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders of
the Securities and coupons in respect of which such judgment has been
recovered.

SECTION 506. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any
premium or interest, upon presentation of the Securities or coupons, or both as
the case may be, and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under
Section 607; and

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SECOND: Subject to Article Sixteen hereof, to the payment of
the amounts then due and unpaid for principal of and any premium and
interest on the Securities and coupons in respect of which or for the
benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and
payable on such Securities and coupons for principal and any premium
and interest, respectively.

In any case in which Securities are Outstanding that are denominated
in more than one currency and the Trustee is directed to make ratable payments
under this Section to Holders of such Securities, unless otherwise provided
with respect to any series of Securities, the Trustee shall calculate the
amount of such payments as follows: (i) as of the day the Trustee collects an
amount under this Article, the Trustee shall, as to each Holder of a Security
to whom an amount is due and payable under this Section that is denominated in
a foreign currency, determine that amount in Dollars that would be obtained for
the amount owing such Holder, using the rate of exchange at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York Dollars with such amount owing; (ii) calculate the sum of all Dollar
amounts determined under (i) and add thereto any amounts due and payable in
Dollars; and (iii) using the individual amounts determined in (i) or any
individual amounts due and payable in Dollars, as the case may be, as a
numerator, and the sum calculated in (ii) as a denominator, calculate as to
each Holder of a Security to whom an amount is owed under this Section the
fraction of the amount collected under this Article payable to such Holder.
Any expenses incurred by the Trustee in actually converting amounts owing
Holders of Securities denominated in a currency other than that in which any
amount is collected under this Article shall be likewise (in accordance with
this paragraph) borne ratably by all Holders of Securities to whom amounts are
payable under this Section.

To the fullest extent allowed under applicable law, if for the purpose
of obtaining judgment against the Company in any court it is necessary to
convert the sum due in respect of the principal of, or premium, if any, or
interest on, the Securities of any series (the "Required Currency") into a
currency in which a judgment will be rendered (the "Judgment Currency"), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the Business Day in the City of
New York next preceding that on which final judgment is given. Neither the
Company nor the Trustee shall be liable for any shortfall nor shall it benefit
from any windfall in payments to Holders of Securities under this Section
caused by a change in exchange rates between the time the amount of a judgment
against the Company is calculated as above and the time the Trustee converts
the Judgment Currency into the Required Currency to make payments under this
Section to Holders of Securities, but payment of such judgment shall discharge
all amounts owed by the Company on the claim or claims underlying such
judgment.

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SECTION 507. Limitation on Suits.

No Holder of any Security of any series or any related coupons shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless:

(1) such Holder has previously given written notice to
the Trustee of a continuing Event of Default with respect to the
Securities of that series;

(2) the Holders of not less than 25% in principal amount
of the Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any
such proceeding; and

(5) no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the Holders
of a majority in principal amount of the Outstanding Securities of
that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium
and Interest.

Notwithstanding any other provision in this Indenture (but subject to
Article Sixteen hereof), the Holder of any Security or coupon shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and any premium and (subject to Sections 305 and 307) any interest on such
Security or payment of such coupon on the Stated Maturity or Maturities
expressed in such Security or coupon (or, in the case of redemption, on the
Redemption Date) and, if applicable, to convert such Security as provided in
Article Fifteen and to institute suit for the enforcement of any such payment
or conversion right, and such rights shall not be impaired without the consent
of such Holder.

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SECTION 509. Restoration of Rights and Remedies.

If the Trustee or any Holder of a Security or coupon has instituted
any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders of Securities and coupons shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

SECTION 510. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons in the
last paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities or coupons is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 511. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Security
or coupon to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders of Securities or coupons may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders of Securities or coupons, as the case may be.

SECTION 512. Control by Holders of Securities.

The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

(1) such direction shall not be in conflict with any rule
of law or with this Indenture;

(2) the Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction; and

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(3) the Trustee shall not be obligated to take any action
unduly prejudicial to Holders not joining in such direction or
involving the Trustee in personal liability.

SECTION 513. Waiver of Past Defaults.

The Holders of a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to the Securities of
such series and its consequences, except a default

(1) in the payment of the principal of or any premium or
interest on any Security of such series, or

(2) in respect of a covenant or provision hereof which
under Article Nine cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 514. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit
to file an undertaking to pay the costs of such suit, and may assess costs
against any such party litigant, in the manner and to the extent provided in
the Trust Indenture Act; provided, however, that neither this Section nor the
Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the
Company.

SECTION 515. Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever
claim to take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

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ARTICLE SIX
THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section.

SECTION 602. Notice of Defaults.

If a default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such series notice
of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified
in Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof.
For the purpose of this Section, the term "default" means any event which is,
or after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

SECTION 603. Certain Rights of Trustee.

Subject to the provisions of Section 601:

(1) the Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties;

(2) any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or Company
Order and any resolution of the Board of Directors shall be
sufficiently evidenced by a Board Resolution;

(3) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon an Officers'
Certificate;

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(4) the Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance
thereon;

(5) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders pursuant to this Indenture,
unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or
direction;

(6) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company,
personally or by agent or attorney; and

(7) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder.

SECTION 604. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities (except the
Trustee's certificates of authentication) and in any coupons shall be taken as
the statements of the Company, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons. The Trustee or any Authenticating Agent shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

SECTION 605. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and coupons and,
subject to Sections 608 and 613, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.

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SECTION 606. Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

SECTION 607. Compensation and Reimbursement.

The Company agrees:

(1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to
reimburse the Trustee and each predecessor Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or
bad faith; and

(3) to indemnify the Trustee and each predecessor Trustee
for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of the trust or
trusts hereunder, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.

The obligations of the Company under this Section shall not be
subordinated to the payment of Senior Indebtedness pursuant to Article Sixteen
hereof, and as security for the performance of such obligations, the Trustee
shall have a lien prior to the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of particular Securities.

SECTION 608. Disqualification; Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

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SECTION 609. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000, subject to supervision or examination by Federal or
State authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article. No obligor upon any
Security issued under this Indenture or a person directly or indirectly
controlling, controlled by or under common control with such obligor shall
serve as Trustee under this Indenture.

SECTION 610. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

(b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

(c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the Trustee
and to the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with Section 608
after written request therefor by the Company or by any Holder of a
Security who has been a bona fide Holder of a Security for at least
six months, or

(2) the Trustee shall cease to be eligible under Section
609 and shall fail to resign after written request therefor by the
Company or by any such Holder, or

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(3) the Trustee shall become incapable of acting or shall
be adjudged a bankrupt or insolvent or a receiver of the Trustee or of
its property shall be appointed or a public officer shall take charge
or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then, in any
case, (i) the Company by a Board Resolution may remove the Trustee
with respect to all Securities, or (ii) subject to Section 514, any
Holder of a Security who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of the Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 611, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders of Securities of
such series and accepted appointment in the manner required by Section 611, any
Holder of a Security who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series. Such court may thereupon, after such notice, if any, as it may deem
proper, appoint a successor Trustee.

(f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
in the manner provided in Section 106. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the
address of its Corporate Trust Office.

SECTION 611. Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the

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resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee, with
like effect as if originally named Trustee hereunder; but on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder. Any Trustee ceasing to act
shall, nevertheless, retain a prior lien upon all property or funds held or
collected by such Trustee to secure any amounts then due it pursuant to the
provisions of Section 607.

(b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees as co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

(c) Upon request of any successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

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SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided, such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

SECTION 613. Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

SECTION 614. Appointment of Authenticating Agent.

The Trustee may, by an instrument in writing, appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which may be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue or upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
306, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or
the Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia (or, if Bearer Securities, organized and doing business
under the laws of the country in which the Bearer Securities are eligible),
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority (or, if Bearer Securities, an
authority of the country in which the Bearer Securities are eligible). If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this

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Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of such Authenticating Agent, shall continue to be an
Authenticating Agent, provided, such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or such Authenticating Agent.

An Authenticating Agent may, and if it shall cease to be eligible
shall, resign at any time by giving written notice thereof to the Trustee and
to the Company. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating
Agent and to the Company. Upon receiving such notice of resignation or upon
such termination, or in case at any time such Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, the Trustee
may appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall mail written notice of such appointment by first-class mail,
postage prepaid, to all Holders of Registered Securities, if any, of the series
with respect to which such Authenticating Agent will serve, as their names and
addresses appear in the Security Register. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers, and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payment, subject to the
provisions of Section 607.

If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have been endorsed thereon,
in addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

"This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.

---------------------------------------
As Trustee

By:
----------------------------------
As Authenticating Agent

USA WASTE SERVICES, INC.
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By:
------------------------------------
Authorized Officer."

If all the Securities of a series may not be originally issued at one
time, and if the Company has an Affiliate eligible to be appointed as an
Authenticating Agent hereunder or the Trustee does not have an office capable
of authenticating Securities upon original issuance located in a Place of
Payment where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the
Company in writing (which writing need not comply with Section 102 and need not
be accompanied by an Opinion of Counsel), shall appoint in accordance with this
Section an Authenticating Agent (which, if so requested by the Company, shall
be such Affiliate of the Company) having an office in a Place of Payment
designated by the Company with respect to such series of Securities.

ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

With respect to each series of Securities, the Company will furnish or
cause to be furnished to the Trustee:

(a) semi-annually, not later than 15 days after a Regular Record
Date, a list, in such form as the Trustee may reasonably require, containing
all the information in the possession or control of the Company, or any of its
Paying Agents other than the Trustee, as to the names and addresses of the
Holders of Securities as of the immediately preceding Regular Record Date, and

(b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702. Preservation of Information: Communications to Holders.

(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 701, and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished.

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(b) The rights of the Holders to communicate with other Holders
with respect to their rights under this Indenture or under the Securities, and
the corresponding rights and privileges of the Trustee, shall be as provided by
the Trust Indenture Act.

(c) Every Holder of Securities or coupons, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of any disclosure of information as to names and
addresses of Holders made pursuant to the Trust Indenture Act and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 702(b).

SECTION 703. Reports by Trustee.

(a) On or before August 1 in each year following the date hereof,
the Trustee shall transmit to Holders such reports concerning the Trustee and
its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

(b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which any Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when any Securities are listed on any stock
exchange.

SECTION 704. Reports by Company.

In addition to the certificates delivered to the Trustee pursuant to
Section 1007, the Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant to such Act; provided, however,
that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.

ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless:

(1) the Person formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the

USA WASTE SERVICES, INC.
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properties and assets of the Company substantially as an entirety
shall be a corporation, partnership or trust, shall be organized and
validly existing under the laws of the United States of America, any
State thereof or the District of Columbia and shall expressly assume,
by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual
payment of the principal of and any premium and interest (including
all additional amounts, if any, payable pursuant to Section 1004) on
all the Securities and the performance or observance of every other
covenant of this Indenture on the part of the Company to be performed
or observed;

(2) immediately after giving effect to such transaction
and treating any indebtedness which becomes an obligation of the
Company or a Subsidiary as a result of such transaction as having been
incurred by the Company or such Subsidiary at the time of such
transaction, no Event of Default, and no event which, after notice or
lapse of time or both, would become an Event of Default, shall have
happened and be continuing; and

(3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and such
supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction
have been complied with.

SECTION 802. Successor Substituted.

Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 801, the successor Person formed by such consolidation or into which
the Company is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except
in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities and coupons
and may liquidate and dissolve.

ARTICLE NINE
SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures without Consent of Holders.

Without the consent of any Holders of Securities or coupons, the
Company, when authorized by a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

USA WASTE SERVICES, INC.
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(1) to evidence the succession of another Person to the
Company and the assumption by any such successor of the covenants of
the Company herein and in the Securities pursuant to Article Eight; or

(2) to add to the covenants of the Company for the
benefit of the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included
solely for the benefit of such series) or to surrender any right or
power herein conferred upon the Company; or

(3) to add any additional Events of Default; or

(4) to add to or change any of the provisions of this
Indenture to provide that Bearer Securities may be registrable as to
principal, to change or eliminate any restrictions on the payment of
principal of or any premium or interest on Bearer Securities, to
permit Bearer Securities to be issued in exchange for Registered
Securities, to permit Bearer Securities to be issued in exchange for
Bearer Securities of other authorized denominations or to permit or
facilitate the issuance of Securities in uncertificated form,
provided, that any such action shall not adversely affect the
interests of the Holders of Securities of any series or any related
coupons in any material respect; or

(5) to add to, change or eliminate any of the provisions
of this Indenture in respect of one or more series of Securities,
provided, that any such addition, change or elimination (A) shall
neither (i) apply to any Security of any series created prior to the
execution of such supplemental indenture and entitled to the benefit
of such provision nor (ii) modify the rights of the Holder of any such
Security with respect to such provision or (B) shall become effective
only when there is no such Security Outstanding; or

(6) to provide for adjustment of conversion rights
pursuant to Section 1505 hereof; or

(7) to establish the form or terms of Securities of any
series and any related coupons as permitted by Sections 201 and 301;
or

(8) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 611(b); or

(9) to cure any ambiguity, to correct or supplement any
provision herein or in any supplemental indenture which may be
defective or inconsistent with any other provision

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herein or in any supplemental indenture, or to make any other
provisions with respect to matters or questions arising under this
Indenture; provided, however, that such action shall not adversely
affect the interests of the Holders of Securities of any series or any
related coupons in any material respect.

SECTION 902. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of a majority in principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series and any related coupons under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or
any installment of principal of or interest on, any Security, or
reduce the principal amount thereof or the rate of interest thereon or
any premium payable upon the redemption thereof, or change the
Redemption Date thereof, or change any obligation of the Company to
pay additional amounts pursuant to Section 1004 (except as
contemplated by Section 801(1) and permitted by Section 901(1)), or
reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502 or change
the coin or currency in which any Security or any premium or interest
thereon is payable, or change any right of redemption, purchase or
repayment by the Company at the option of the Holder, or adversely
affect the right to convert Securities, if applicable, or impair the
right to institute suit for the enforcement of (x) any such payment on
or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date) or (y) any conversion right with
respect to any Security, or

(2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or reduce the
requirements of Section 1404 for quorum or voting, or

(3) change any obligation of the Company to maintain an
office or agency in the places and for the purposes specified in
Section 1002, or

(4) modify any of the provisions of this Section, Section
513 or Section 1008 except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each

USA WASTE SERVICES, INC.
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Outstanding Security affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any Holder of a
Security or coupon with respect to changes in the references to "the
Trustee" and concomitant changes in this Section and Section 1008 or
the deletion of this provision, in accordance with the requirements of
Sections 611(b) and 901(8).

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders of Securities under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

SECTION 903. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder and of any coupons appertaining thereto shall be bound thereby.

SECTION 905. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

USA WASTE SERVICES, INC.
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SECTION 906. Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company
shall so determine, new Securities of any series so modified as to conform, in
the opinion of the Trustee and the Company, to any such supplemental indenture
may be prepared and executed by the Company and authenticated and delivered by
the Trustee in exchange for Outstanding Securities of such series and of like
tenor.

SECTION 907. Subordination Unimpaired.

This Indenture may not be amended to alter the subordination of any
Outstanding Securities without the written consent of each holder of Senior
Indebtedness then outstanding that would be adversely affected thereby.

ARTICLE TEN
COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the
terms of the Securities, any coupons appertaining thereto and this Indenture.
Unless otherwise specified as contemplated by Section 301 with respect to any
series of Securities, any interest due on Bearer Securities on or before
Maturity shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they
severally mature.

SECTION 1002. Maintenance of Office or Agency.

If Securities of a series are issuable only as Registered Securities,
the Company will maintain in each Place of Payment for such series an office or
agency where Securities of that series may be presented or surrendered for
payment or, if applicable, for conversion, where Securities of that series may
be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. If Securities of a series are issuable as Bearer
Securities, the Company will maintain (A) in the Borough of Manhattan, The City
of New York, an office or agency where any Registered Securities of that series
may be presented or surrendered for payment or, if applicable, for conversion,
where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered
for exchange, where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served and where

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Bearer Securities of that series and related coupons may be presented or
surrendered for payment in the circumstances described in the following
paragraph (and not otherwise), (B) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series which is located
outside the United States, an office or agency where Securities of that series
and related coupons may be presented and surrendered for payment (including
payment of any additional amounts payable on Securities of that series pursuant
to Section 1004) or, if applicable, for conversion; provided, however, that if
the Securities of that series are listed on The International Stock Exchange of
the United Kingdom and the Republic of Ireland Limited, the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will maintain a Paying Agent for
the Securities of that series in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the
Securities of that series are listed on such exchange, and (C) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
located outside the United States an office or agency where any Registered
Securities of that series may be surrendered for registration of transfer,
where Securities of that series may be surrendered for exchange and where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served. The Company will give prompt written
notice to the Trustee and prompt notices to the Holders as provided in Section
106 of the location, and any change in the location, of any such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency in respect of any series of Securities or shall fail to
furnish the Trustee with the address thereof, such presentations and surrenders
of Securities of that series may be made and notices and demands may be made or
served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Bearer Securities of that series pursuant to Section 1004) or, if applicable,
for conversion at any Paying Agent for such series located outside the United
States, and the Company hereby appoints the same as its agents to receive such
respective presentations, surrenders, notices and demands.

No payment of principal, premium or interest on Bearer Securities
shall be made at any office or agency of the Company in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States, provided, however, that if
the Securities of a series are denominated and payable in Dollars payment of
principal of and any premium and interest on any Bearer Security (including any
additional amounts payable on Securities of such series pursuant to Section
1004) shall be made at the office of the Company's Paying Agent in the Borough
of Manhattan, The City of New York, if (but only if) payment in Dollars of the
full amount of such principal, premium, interest or additional amounts, as the
case may be, at all offices or agencies outside the United States maintained
for the purpose by the Company in accordance with this Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions.

The Company may also from time to time designate one or more other
offices or agencies where Securities of one or more series may be presented or
surrendered for any or all such purposes

USA WASTE SERVICES, INC.
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and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its
obligation to so maintain an office or agency in accordance with the
requirements set forth above for Securities of any series for such purposes.
The Company will give prompt written notice to the Trustee and the Holders of
any such designation or rescission and of any other change in the location of
any such other office or agency.

SECTION 1003. Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of and any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium or interest so
becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure to so act.

Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, on or prior to each due date of the principal of
and any premium or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal and any premium or interest
so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or
failure to so act.

The Company will cause each Paying Agent for any series of Securities
(other than the Company or the Trustee) to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section, that such Paying Agent will (i) comply with
the provisions of the Trust Indenture Act applicable to it as a Paying Agent
and (ii) during the continuance of any default by the Company (or any other
obligor upon the Securities of that series) in the making of any payment in
respect of the Securities of that series, and upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of and any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal and any premium or interest has become due and payable
shall be paid to the Company on Company Request (unless otherwise required by

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mandatory provisions of applicable escheat or abandoned or unclaimed property
law), or (if then held by the Company) shall be discharged from such trust; and
the Holder of such Security or any coupon appertaining thereto shall (unless
otherwise required by mandatory provisions of applicable escheat or abandoned
or unclaimed property law) thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in an Authorized
Newspaper in each Place of Payment, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

SECTION 1004. Additional Amounts.

If the Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto additional amounts as provided therein.
Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of, any Security
of any series or payment of any related coupon or the net proceeds received on
the sale or exchange of any Security of any series, such mention shall be
deemed to include mention of the payment of additional amounts provided for in
this Section to the extent that, in such context, additional amounts are, were
or would be payable in respect thereof pursuant to the provisions of this
Section and express mention of the payment of additional amounts (if
applicable) in any provisions hereof shall not be construed as excluding
additional amounts in those provisions hereof where such express mention is not
made.

If the Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of
principal and any premium or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers' Certificate, the
Company will furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series or any related
coupons who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described in the Securities of
that series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be
withheld on such payments to such Holders of Securities or coupons and the
Company will pay to the Trustee or such Paying Agent the additional amounts
required by this Section. The Company covenants to indemnify the Trustee and
any Paying Agent for, and to hold them harmless against, any loss, liability or
expense reasonably incurred without

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negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section.

SECTION 1005. Purchase of Securities by Company or Subsidiary.

If and so long as the Securities of a series are listed on The
International Stock Exchange of the United Kingdom and the Republic of Ireland
Limited and such stock exchange shall so require, the Company will not, and
will not permit any of its Subsidiaries to, purchase any Securities of that
series by private treaty at a price (exclusive of expenses and accrued
interest) which exceeds 120% of the mean of the nominal quotations of the
Securities of that series as shown in The Stock Exchange Daily Official List
for the last trading day preceding the date of purchase.

SECTION 1006. Appointments to Fill Vacancies in Trustee's Office.

The Company, whenever necessary to avoid or fill a vacancy in the
office of the Trustee, will appoint, in the manner provided in Section 610, a
Trustee, so that there shall at all times be a Trustee hereunder.

SECTION 1007. Statement by Officer as to Default.

The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, a brief
certificate from the principal executive officer, principal financial officer
or principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For
purposes of this Section 1007, such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture.

SECTION 1008. Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 1005 or any covenant added
hereto pursuant to Section 901(2) (unless otherwise provided in the
supplemental indenture adding such covenant hereto) with respect to the
Securities of any series if before the time for such compliance the Holders of
a majority in principal amount of the Outstanding Securities of such series
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to
the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect.

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ARTICLE ELEVEN
REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any
series) in accordance with this Article.

SECTION 1102. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In the case of any redemption at the election
of the Company of less than all the Securities of any series, the Company
shall, at least 45 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date, of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor of the Securities of
such series to be redeemed. In the case of any redemption of Securities (i)
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, or (ii) pursuant to an
election of the Company which is subject to a condition specified in the terms
of such Securities, the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with such restriction or condition.

SECTION 1103. Selection of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series of a specified tenor are to be
redeemed) the particular Securities to be redeemed shall be selected not more
than 45 days prior to the Redemption Date by the Company or the Trustee, from
the Outstanding Securities of such series not previously called for redemption,
by such method as the Company or the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal to
the minimum authorized denomination for Securities of that series or any
integral multiple thereof) of the principal amount of Registered Securities of
such series of a denomination larger than the minimum authorized denomination
for Securities of that series or of the principal amount of global Securities
of such series. If less than all of the Securities of such series and of a
specified tenor are to be redeemed, the particular Securities to be redeemed
shall be selected not more than 45 days prior to the Redemption Date by the
Company or the Trustee, from the Outstanding Securities of such series and
specified tenor not previously called for redemption in accordance with the
preceding sentence.

The Company or the Trustee, as the case may be, shall promptly notify
the other in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed.

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For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed. If any Security selected for partial redemption is surrendered for
conversion after such selection and before termination of the conversion right
with respect to the portion of the Security so selected, the converted portion
of such Security shall be deemed (so far as may be) to be the portion selected
for redemption. Upon any redemption of less than all the Securities of a
series, for purposes of selection for redemption the Company and the Trustee
may treat as Outstanding Securities surrendered for conversion during the
period of 15 days next preceding the mailing of a notice of redemption, and
need not treat as Outstanding any Security authenticated and delivered during
such period in exchange for the unconverted portion of any Security converted
in part during such period.

SECTION 1104. Notice of Redemption.

Notice of redemption shall be given in the manner provided in Section
106 to the Holders of Securities to be redeemed not less than 30 nor more than
45 days prior to the Redemption Date.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all the Outstanding Securities of any
series are to be redeemed, the identification (and, in the case of
partial redemption of any Securities, the principal amounts) of the
particular Securities to be redeemed, and that on and after the
Redemption Date, upon surrender of the Securities, new Securities of
such series in principal amount equal to the unredeemed part thereof
will be issued,

(4) that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after
said date,

(5) the place or places where such Securities, together
in the case of Bearer Securities with all coupons appertaining
thereto, if any, maturing after the Redemption Date, are to be
surrendered for payment of the Redemption Price,

(6) that the redemption is for a sinking fund, if such is
the case, and

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(7) if applicable, the Conversion Price then in effect
and the date on which the right to convert the Securities or portions
thereof to be redeemed will terminate and the place or places where
such Securities may be surrendered for conversion.

A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.

Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.

SECTION 1105. Deposit of Redemption Price.

On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date. If any Security called for redemption
is converted pursuant hereto, any money deposited with the Trustee or any
Paying Agent or so segregated and held in trust for the redemption of such
Security shall be paid to the Company upon delivery of a Company Request to the
Trustee or such Paying Agent, or, if then held by the Company, shall be
discharged from such trust.

SECTION 1106. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States (except
as otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of coupons
for such interest, and provided, further, that unless otherwise specified as
contemplated by Section 301, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.

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If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save
each of them and any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only
at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of those coupons.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

SECTION 1107. Securities Redeemed in Part.

Any Registered Security which is to be redeemed only in part shall be
surrendered at a Place of Payment thereof (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Securities of the
same series and of like tenor, of any authorized denomination as requested by
such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

ARTICLE TWELVE
SINKING FUNDS

SECTION 1201. Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

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SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption), together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto, and
(2) may apply as a credit Securities of a series which have been (x) converted
into Common Stock or (y) redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series, provided, that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 1203. Redemption of Securities for Sinking Fund.

Not less than 45 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee a Company Order
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
credited. Not less than 30 days before each such sinking fund payment date the
Company or the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.

ARTICLE THIRTEEN
DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301. Company's Option to Effect Defeasance or Covenant Defeasance.

The Company may at its option by Board Resolution, at any time, elect
to have either Section 1302 or Section 1303 applied to the Outstanding
Securities of any series upon compliance with the conditions set forth below in
this Article Thirteen.

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SECTION 1302. Defeasance and Discharge.

Upon the Company's exercise of the option provided in Section 1301
applicable to this Section, the Company shall be deemed to have been discharged
from its obligations with respect to the Outstanding Securities of any series
(other than any convertible series) on the date the conditions set forth below
are satisfied (hereinafter, "defeasance"). For this purpose, such defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities of such series and to
have satisfied all its other obligations under the Securities of such series
and this Indenture insofar as the Securities of such series are concerned (and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of the
Securities of such series to receive, solely from the trust fund described in
Section 1304 and as more fully set forth in such Section, payments in respect
of the principal of and any premium and interest on the Securities of such
series when such payments are due, (B) the Company's obligations with respect
to such Securities under Sections 304, 305, 306, 1002, 1003 and 1004, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (D)
this Article Thirteen. Subject to compliance with this Article Thirteen, the
Company may exercise its option under this Section 1302 notwithstanding the
prior exercise of its option under Section 1303.

SECTION 1303. Covenant Defeasance.

Upon the Company's exercise of the option provided in Section 1301
applicable to this Section, (i) the Company shall be released from its
obligations with respect to the Securities of such series under Sections 801
and 1005 and any covenant added to this Indenture pursuant to Section 901(2)
hereof, and (ii) the occurrence of an event specified in Section 501(4) (with
respect to Sections 801 and 1005 and any covenant added to this Indenture
pursuant to Section 901(2) hereof) shall not be deemed to be an Event of
Default on and after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance"), but the remainder of this Indenture and
such Securities shall be unaffected thereby. For this purpose, such covenant
defeasance means that the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or covenant (to the extent so specified in the case of Section 501(4)),
whether directly or indirectly, by reason of any reference elsewhere herein to
any such Section or covenant or by reason of any reference in any such Section
or clause to any other provision herein or in any such Section or clause to any
other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

SECTION 1304. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to application of either Section
1302 or Section 1303 to the then Outstanding Securities of any series:

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(1) The Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee satisfying
the requirements of Section 609 who shall agree to comply with the
provisions of this Article Thirteen applicable to it) as trust funds
in trust for the purpose of making the following payments specifically
pledged as security for, and dedicated solely to, the benefit of the
Holders of the Securities of such series, (A) money in an amount, or
(B) U.S. Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any
payment, money in an amount, or (C) a combination thereof, sufficient,
in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge, and which shall be applied by the
Trustee (or other qualifying trustee) to pay and discharge, the
principal of (and premium, if any) and each installment of interest on
the Securities and any coupons pertaining thereto on the Stated
Maturity of such principal (and premium, if any) or installment of
interest in accordance with the terms of this Indenture and of the
Securities of such series. For this purpose, "U.S. Government
Obligations" means securities that are (x) direct obligations of the
United States of America for the payment of which its full faith and
credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United
States of America the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America,
which, in either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depository receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act of
1933) as custodian with respect to any such U.S. Government Obligation
or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the
holder of such depository receipt, provided, that (except as required
by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any
amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on the
U.S. Government Obligation evidenced by such depository receipt.

(2) In the case of an election under Section 1302, the
Company shall have delivered to the Trustee an Opinion of Counsel
stating that (x) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (y) since the
date of this Indenture there has been a change in the applicable
Federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of the
Outstanding Securities of such series will not recognize income, gain
or loss for Federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to Federal income tax on
the same amounts, in the same manner and at the same times as would
have been the case if such deposit, defeasance and discharge had not
occurred.

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(3) In the case of an election under Section 1303, the
Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that the Holders of the Outstanding Securities of such
series will not recognize gain or loss for Federal income tax purposes
as a result of such deposit and covenant defeasance and will be
subject to Federal income tax on the same amount, in the same manner
and at the same times as would have been the case if such deposit and
covenant defeasance had not occurred.

(4) No Event of Default or event which with notice or
lapse of time or both would become an Event of Default with respect to
the Securities of such series shall have occurred and be continuing on
the date of such deposit or, insofar as subsections 501(5) and (6) are
concerned, at any time during the period ending on the 121st day after
the date of such deposit (it being understood that this condition
shall not be deemed satisfied until the expiration of such period).

(5) Such defeasance or covenant defeasance shall not
cause the Trustee to have a conflicting interest within the
meaning of the Trust Indenture Act with respect to any securities of
the Company.

(6) Such defeasance or covenant defeasance shall not
result in a breach or violation of, or constitute a default under, any
other agreement or instrument to which the Company is a party or by
which it is bound.

(7) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the defeasance
under Section 1302 or the covenant defeasance under Section 1303 (as
the case may be) have been complied with.

(8) Such defeasance or covenant defeasance shall not
result in the trust arising from such deposit constituting an
investment company as defined in the Investment Company Act of 1940,
or such trust shall be qualified under such Act or exempt from
regulation thereunder.

SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held in
Trust; Other Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee -- collectively, for
purposes of this Section 1305, the "Trustee") pursuant to Section 1304 in
respect of the Securities of such series shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Securities of such
series and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of the Securities of such series, of all

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sums due and to become due thereon in respect of principal (and premium, if
any) and interest, but such money need not be segregated from other funds
except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the Outstanding Securities.

Anything in this Article Thirteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 1304 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance.

SECTION 1306. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 1302 or 1303 by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to this Article Thirteen until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section
1302 or 1303; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of the Securities of such series to receive such payment from
the money held by the Trustee or the Paying Agent.

ARTICLE FOURTEEN
MEETINGS OF HOLDERS OF SECURITIES

SECTION 1401. Purposes for Which Meetings May Be Called.

If Securities of a series are issuable as Bearer Securities, a meeting
of Holders of Securities of such series may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

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SECTION 1402. Call, Notice and Place of Meetings.

(a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1401, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, or in London as the Trustee shall determine. Notice of every meeting of
Holders of Securities of any series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 106, not less than
21 nor more than 120 days prior to the date fixed for the meeting.

(b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified
in Section 1401, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have made
the first publication of the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company or the Holders of Securities of
such series in the amount above specified, as the case may be, may determine
the time and the place in the Borough of Manhattan, The City of New York, or in
London for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.

SECTION 1403. Persons Entitled to Vote at Meetings.

To be entitled to vote at any meeting of Holders a Person shall (a) be
a Holder of one or more Securities or (b) be a Person appointed by an
instrument in writing as proxy by a Holder of one or more Securities. The only
Persons who shall be entitled to be present or to speak at any meeting of
Holders shall be the Persons entitled to vote at such meeting and their counsel
and any representatives of the Trustee and its counsel and any representatives
of the Company and its counsel.

SECTION 1404. Quorum; Action.

The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series. In the absence of a quorum within 30
minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 1402(a), except that such notice need be
given only once not less than five days prior to

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the date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum.

Except as limited by Section 512 or the proviso to the first paragraph
of Section 902, any resolution presented to a meeting (or adjourned meeting
duly reconvened at which a quorum is present as aforesaid) may be adopted by
the affirmative vote of the Holders of a majority in principal amount of the
Outstanding Securities of that series; provided, however, that any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting (or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid) by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of that
series.

To the extent consistent with the terms of this Indenture, any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with this Section shall be binding on all
the Holders of Securities of such series and the related coupons, whether or
not present or represented at the meeting.

SECTION 1405. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

(a) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of a series in regard to proof of the holding
of Securities of such series and of the appointment of proxies and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of the Person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized
by Section 104 to certify to the holding of Bearer Securities. Such
regulations may provide that written instruments appointing proxies, regular on
their face, may be presumed valid and genuine without the proof specified in
Section 104 or other proof.

(b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1402(b), in
which case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

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(c) At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to
vote, except as a Holder of a Security of such series or proxy.

(d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1402 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

SECTION 1406. Counting Votes and Recording Action of Meetings.

The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1402 and, if
applicable, Section 1404. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

ARTICLE FIFTEEN
CONVERSION OF SECURITIES

SECTION 1501. Applicability of Article.

The provisions of this Article shall be applicable to the Securities
of any series which are convertible into Common Stock or, if so provided in a
Board Resolution, Officers' Certificate or executed supplemental indenture
referred to in Sections 201 and 301 by or pursuant to which the form and terms
of the Securities of such series were established, cash in lieu thereof, as and
to the extent provided by the terms of the Securities of such series.

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SECTION 1502. Exercise of Conversion Privilege.

In order to exercise the conversion privilege, the Holder of any
Security to be converted shall surrender such Security to the Conversion Agent
at any time during usual business hours at its office or agency maintained for
the purpose as provided in this Indenture, accompanied by a fully executed
written notice, in substantially the form set forth on the reverse of the
Security, that the Holder elects to convert such Security or a stated portion
thereof constituting a multiple of $1,000 in principal amount, and, if such
Security is surrendered for conversion during the period between the close of
business on any record date for such Security and the opening of business on
the related Interest Payment Date and has not been called for redemption on a
Redemption Date within such period (or on such Interest Payment Date),
accompanied also by payment of an amount equal to the interest payable on such
Interest Payment Date on the portion of the principal amount of the Security
being surrendered for conversion. Such notice shall also state the name or
names (and address) in which the certificate or certificates for shares of
Common Stock shall be issued (or to whom payment in cash in lieu of Common
Stock shall be made). Securities surrendered for conversion shall (if so
required by the Company or the Conversion Agent) be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and the Conversion Agent duly executed by, the
Holder or his attorney duly authorized in writing. As promptly as practicable
after the receipt of such notice and the surrender of such Security as
aforesaid, the Company shall, subject to the provisions of Section 1507, issue
and deliver at such office or agency to such Holder, or on his written order, a
certificate or certificates for the number of full shares of Common Stock
issuable on conversion of such Security in accordance with the provisions of
such Security and cash, as provided in Section 1503, in respect of any fraction
of a share of Common Stock otherwise issuable upon such conversion or, if so
provided in a Board Resolution, Officers' Certificate or executed supplemental
indenture referred to in Sections 201 and 301 by or pursuant to which the form
and terms of the Securities of such series were established, cash in lieu of
shares of Common Stock. Such conversion shall be at the Conversion Price in
effect, and shall be deemed to have been effected, immediately prior to the
close of business on the date (herein called the "Date of Conversion") on which
such notice in proper form shall have been received by the Conversion Agent and
such Security shall have been surrendered as aforesaid, and the Person or
Persons in whose name or names any certificate or certificates for shares of
Common Stock shall be issuable, if any, upon such conversion shall be deemed to
have become on the Date of Conversion the holder or holders of record of the
shares represented thereby; provided, however, that any such surrender on any
date when the stock transfer books of the Company shall be closed shall
constitute the Person or Persons in whose name or names the certificate or
certificates for such shares are to be issued, if any, as the record holder or
holders thereof for all purposes at the opening of business on the next
succeeding day on which such stock transfer books are open but such conversion
shall nevertheless be at the Conversion Price in effect at the close of
business on the date when such Security shall have been so surrendered with the
conversion notice in proper form. In the case of conversion of a portion, but
less than all, of a Security, the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder thereof, at the expense of the Company,
a Security or Securities in the aggregate principal amount of the unconverted
portion of the Security surrendered. Except as

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otherwise expressly provided in this Indenture, no payment or adjustment shall
be made for interest accrued on any Security (or portion thereof) converted or
for dividends or distributions on any Common Stock issued upon conversion of
any Security. The right, if any, of a Holder of any Security to cause the
Company to redeem, purchase or repay such Security shall terminate upon receipt
by the Company of any notice of conversion of such Security.

SECTION 1503. Fractional Interests.

No fractions of shares or scrip representing fractions of shares shall
be issued upon conversion of Securities. If more than one Security shall be
surrendered for conversion at one time by the same Holder, the number of full
shares which shall be issuable upon conversion thereof shall be computed on the
basis of the aggregate principal amount of the Securities so surrendered. If
any fraction of a share of Common Stock would, except for the provisions of
this Section 1503, be issuable on the conversion of any Security or Securities,
the Company shall make payment in lieu thereof in cash equal to the value of
such fraction computed on the basis of the Last Sale Price of one share of
Common Stock on the most recent Trading Day prior to the Date of Conversion.
"Last Sale Price" on any Trading Day shall mean (i) the closing price regular
way (or, if no closing price is reported the average of the bid and asked
prices) as reported on the New York Stock Exchange Composite Tape, or (ii) if
on such Trading Day the Common Stock is not listed or admitted to trading on
such exchange, the closing price regular way (or, if no closing price is
reported the average of the bid and asked prices) on the principal national
securities exchange on which the Common Stock is listed or admitted to trading,
or (iii) if not listed or admitted to trading on any national securities
exchange on such Trading Day, then the average of the closing bid and asked
prices as reported through the National Association of Securities Dealers, Inc.
on its NASDAQ National Market or other NASDAQ market or through a similar
organization if NASDAQ is no longer reporting information, or (iv) if the
Common Stock is not listed or admitted to trading on any national securities
exchange or quoted on such National Market or other NASDAQ market on such
Trading Day, then the average of the closing bid and asked prices in the
over-the-counter market as furnished by any New York Stock Exchange member firm
selected from time to time by the Company for that purpose or (v) if not quoted
by any such organization on such Trading Day, the fair value of such Common
Stock on such Trading Day, as determined by the Board of Directors. The term
"Trading Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday,
other than any day on which securities are not traded on any of the above
mentioned exchanges or in such markets.

SECTION 1504. Adjustment of Conversion Price.

The conversion price or rate (herein called the "Conversion Price")
for a series of Securities shall be as set forth in a Board Resolution,
Officers' Certificate or executed supplemental indenture referred to in
Sections 201 and 301 by or pursuant to which the form and terms of the
Securities of such series were established, and, except as otherwise provided
therein, shall be subject to adjustment from time to time as follows:

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(a) In case the Company shall (1) pay a dividend or make a
distribution in shares of Common Stock on the Common Stock, (2) subdivide its
outstanding shares of Common Stock into a greater number of shares, (3) combine
its outstanding shares of Common Stock into a smaller number of shares or (4)
issue by reclassification of its Common Stock any shares of capital stock of
the Company, the Conversion Price in effect immediately prior to such action
shall be adjusted so that the Holder of any Security thereafter surrendered for
conversion shall be entitled to receive the number of shares of Common Stock or
other capital stock of the Company which he would have owned immediately
following such action had such Security been converted immediately prior
thereto. An adjustment made pursuant to this subsection (a) shall become
effective immediately, except as provided in subsection (e) below, after the
record date in the case of a dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision,
combination or reclassification. If as a result of an adjustment made pursuant
to this subsection (a), the Holder of any Security thereafter surrendered for
conversion shall become entitled to receive shares of two or more classes of
capital stock (including shares of Common Stock and other capital stock) of the
Company, the Board of Directors (whose determination shall be conclusive and
shall be described in a statement filed with the Trustee) shall determine the
allocation of the adjusted Conversion Price between or among shares of such
classes of capital stock or shares of Common Stock and other capital stock.

(b) In case the Company shall issue rights, options or warrants to
all holders of Common Stock entitling them (for a period not exceeding 45 days
from the date of such issuance) to subscribe for or purchase shares of Common
Stock at a price per share less than the current market price per share (as
determined pursuant to subsection (d) below) of the Common Stock on the record
date mentioned below, the Conversion Price shall be adjusted to a price,
computed to the nearest cent, so that the same shall equal the price determined
by multiplying;

(1) the Conversion Price in effect immediately prior to
the date of issuance of such rights, options or warrants by a
fraction, of which

(2) the numerator shall be (A) the number of shares of
Common Stock outstanding on the date of issuance of such rights,
options or warrants, immediately prior to such issuance, plus (B) the
number of shares which the aggregate offering price of the total
number of shares so offered for subscription or purchase would
purchase at such current market price (determined by multiplying such
total number of shares by the exercise price of such rights, options
or warrants and dividing the product so obtained by such current
market price), and of which

(3) the denominator shall be (A) the number of shares of
Common Stock outstanding on the date of issuance of such rights,
options or warrants, immediately prior to such issuance, plus (B) the
number of additional shares of Common Stock which are so offered for
subscription or purchase.

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Such adjustment shall become effective immediately, except as provided in
subsection (e) below, after the record date for the determination of holders
entitled to receive such rights, options or warrants.

(c) In case the Company shall distribute to substantially all
holders of Common Stock evidences of indebtedness, equity securities (including
equity interests in the Company's Subsidiaries) other than Common Stock, or
other assets (other than cash dividends paid out of surplus of the Company), or
shall distribute to substantially all holders of Common Stock rights, options
or warrants to subscribe for securities (other than those referred to in
subsection (b) above) then in each such case the Conversion Price shall be
adjusted so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the date of such distribution
by a fraction of which the numerator shall be the current market price per
share (determined as provided in subsection (d) below) of the Common Stock on
the record date mentioned below less the then fair market value (as determined
by the Board of Directors, whose determination shall, if made in good faith, be
conclusive evidence of such fair market value) of the portion of the assets so
distributed or of such subscription rights, options or warrants applicable to
one share of Common Stock, and of which the denominator shall be such current
market price per share of the Common Stock. Such adjustment shall become
effective immediately, except as provided in subsection (e) below, after the
record date for the determination of stockholders entitled to receive such
distribution.

(d) For the purposes of any computation under subsections (b) and
(c) above, the current market price per share of Common Stock on any date shall
be deemed to be the average of the Last Sale Prices for the 30 consecutive
Trading Days commencing 45 Trading Days before the date in question.

(e) In any case in which this Section 1504 shall require that an
adjustment be made immediately following a record date, the Company may elect
to defer the effectiveness of such adjustment (but in no event until a date
later than the effective time of the event giving rise to such adjustment), in
which case the Company shall, with respect to any Security converted after such
record date and before such adjustment shall have become effective, (i) defer
paying any cash payment pursuant to Section 1503 or issuing to the Holder of
such Security the number of shares of Common Stock and other capital stock of
the Company issuable upon such conversion in excess of the number of shares of
Common Stock and other capital stock of the Company issuable thereupon only on
the basis of the Conversion Price prior to adjustment and (ii), not later than
five Business Days after such adjustment shall have become effective, pay to
such Holder the appropriate cash payment pursuant to Section 1503 and issue to
such Holder the additional shares of Common Stock and other capital stock of
the Company issuable on such conversion.

(f) No adjustment in the Conversion Price shall be required unless
such adjustment would require an increase or decrease of at least 1% of the
Conversion Price; provided, however, that any adjustments which by reason of
this subsection (f) are not required to be made shall be carried

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forward and taken into account in any subsequent adjustment and, provided,
further, that adjustment shall be required and made in accordance with the
provisions of this Article Fifteen (other than this subsection (f)) not later
than such time as may be required in order to preserve the tax-free nature of a
distribution to the holders of Securities or Common Stock. All calculations
under this Article Fifteen shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be.

(g) Whenever the Conversion Price is adjusted as herein provided,
the Company shall promptly (i) file with the Trustee and each Conversion Agent
an Officers' Certificate setting forth the Conversion Price after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment, which certificate shall be conclusive evidence of the correctness
of such adjustment, and (ii) give or cause to be given a notice of such
adjustment to each Holder of Securities in the manner provided in Section 106.

Anything in this Section 1504 to the contrary notwithstanding, the Company
shall be entitled to make such reductions in the Conversion Price, in addition
to those required by this Section 1504, as it in its discretion shall
determine to be advisable in order that any stock dividend, subdivision of
shares, distribution of rights, options or warrants to purchase stock or
securities, or distribution of other assets (other than cash dividends)
hereafter made by the Company to its stockholders shall not be taxable.

SECTION 1505. Continuation of Conversion Privilege in Case of Merger,
Consolidation or Sale of Assets.

If any of the following shall occur, namely: (a) any consolidation or
merger of the Company as a result of which the holders of Common Stock shall be
entitled to receive stock, other securities or other assets (including cash)
with respect to or in exchange for Common Stock; or (b) any conveyance,
transfer or lease of the properties and assets of the Company substantially as
an entirety to any Person, then the Company, or such successor or purchasing
Person, as the case may be, shall, as a condition precedent to such
consolidation, merger, conveyance, transfer or lease, execute and deliver to
the Trustee a supplemental indenture (which shall conform to the Trust
Indenture Act) providing that the Holder of each convertible Security then
Outstanding shall have the right to convert such Security into the kind and
amount of shares of stock and other securities and property (including cash)
receivable upon or in connection with such consolidation, merger, conveyance,
transfer or lease by a holder of the number of shares of Common Stock issuable
upon conversion of such Security immediately prior to such consolidation,
merger, conveyance, transfer or lease. Such supplemental indenture shall
provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article Fifteen. If, in
the case of any such consolidation, merger, conveyance, transfer or lease, the
stock or other securities and property (including cash) receivable thereupon or
in connection therewith by a holder of shares of Common Stock includes shares
of stock or other securities and property (including cash) of a Person other
than the successor or purchasing Person, as the case may be, in such
consolidation, merger, conveyance,

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transfer or lease, then such supplemental indenture shall also be executed by
such other Person and shall contain such additional provisions to protect the
interests of the Holders of the Securities as the Board of Directors shall
reasonably consider necessary by reason of the foregoing. The provisions of
this Section 1505 shall similarly apply to successive consolidations, mergers,
conveyances, transfer or leases.

Notice of the execution of each such supplemental indenture shall be
given to each Holder of Securities in the manner provided in Section 106.

Neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
such supplemental indenture relating either to the kind or amount of shares of
stock or other securities or property (including cash) receivable by Holders of
Securities upon the conversion of their Securities after any such
consolidation, merger, conveyance, transfer or lease or to any adjustment to be
made with respect thereto, but, subject to the provisions of Sections 601 and
603, may accept as conclusive evidence of the correctness of any such
provision, and shall be protected in relying upon, the Officers' Certificate
(which the Company shall be obligated to file with the Trustee prior the
execution of any such supplemental indenture) with respect thereto.

SECTION 1506. Notice of Certain Events.

If:

(a) the Company shall declare a dividend (or any other
distribution) payable to the holders of Common Stock otherwise than in
cash; or

(b) the Company shall authorize the granting to all
holders of Common Stock of rights, options or warrants to subscribe
for or purchase any shares of stock of any class or of any other
rights, options or warrants; or

(c) the Company shall authorize any reclassification or
change of the Common Stock (other than a subdivision or combination of
its outstanding shares of Common Stock), or any consolidation or
merger to which the Company is a party and for which approval of any
stockholders of the Company is required, or the conveyance, transfer
or lease of the properties and assets of the Company substantially as
an entirety; or

(d) there shall be authorized or ordered any voluntary or
involuntary dissolution, liquidation or winding-up of the Company;

then, the Company shall cause to be filed at the office or agency maintained
for the purpose of conversion of the Securities as provided in Section 1002,
and shall cause to be given to each Holder of Securities, in the manner
provided in Section 106, at least 20 days before the date hereinafter

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specified (or the earlier of the dates hereinafter specified, in the event that
more than one date is specified), a notice stating the date on which (1) a
record is expected to be taken for the purpose of such dividend, distribution
or rights, or if a record is not to be taken, the date as of which the holders
of Common Stock of record to be entitled to such dividend, distribution or
rights are to be determined, or (2) such reclassification, change,
consolidation, merger, conveyance, transfer or lease, dissolution, liquidation
or winding-up is expected to become effective and the date, if any is to be
fixed, as of which it is expected that holders of Common Stock of record shall
be entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reclassification, change, consolidation, merger,
conveyance, transfer or lease, dissolution, liquidation or winding-up.

SECTION 1507. Taxes on Conversion.

The Company will pay any and all documentary, stamp or similar taxes
payable to the United States of America or any political subdivision or taxing
authority thereof or therein in respect of the issue or delivery of shares of
Common Stock on conversion of Securities pursuant thereto; provided, however,
that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issue or delivery of shares of Common
Stock in a name other than that of the Holder of the Securities to be converted
(or payment of cash in lieu thereof to a Person other than such Holder) and no
such issue or delivery (or payment) shall be made unless and until the Person
requesting such issue or delivery (or payment) has paid to the Company the
amount of any such tax or has established, to the satisfaction of the Company,
that such tax has been paid. The Company extends no protection with respect to
any other taxes imposed in connection with conversion of Securities.

SECTION 1508. Company to Provide Stock.

The Company shall reserve, free from preemptive rights, out of its
authorized but unissued shares, sufficient shares to provide for the conversion
of convertible Securities from time to time as such Securities are presented
for conversion, provided, however, that nothing contained herein shall be
construed to preclude the Company from satisfying its obligations in respect of
the conversion of Securities by delivery of repurchased shares of Common Stock
which are held in the treasury of the Company.

If any shares of Common Stock to be reserved for the purpose of
conversion of Securities hereunder require registration with or approval of any
governmental authority under any Federal or State law before such shares may be
validly issued or delivered upon conversion, then the Company covenants that it
will in good faith and as expeditiously as possible endeavor to secure such
registration or approval, as the case may be; provided, however, that nothing
in this Section 1508 shall be deemed to affect in any way the obligations of
the Company to convert Securities into Common Stock as provided in this Article
Fifteen.

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Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the Common Stock, the
Company will take all corporate action which may, in the opinion of counsel, be
necessary in order that the Company may validly and legally issue fully paid
and non-assessable shares of Common Stock at such adjusted Conversion Price.

The Company covenants that all shares of Common Stock which may be
issued upon conversion of Securities will upon issue be fully paid and
non-assessable by the Company and free of preemptive rights.

SECTION 1509. Disclaimer of Responsibility for Certain Matters.

Neither the Trustee, any Conversion Agent nor any agent of either
shall at any time be under any duty or responsibility to any Holder of
Securities to determine whether any facts exist which may require any
adjustment of the Conversion Price, or with respect to the Officers'
Certificate referred to in Section 1504(g), or with respect to the nature or
extent of any such adjustment when made, or with respect to the method
employed, or herein or in any supplemental indenture provided to be employed,
in making the same. Neither the Trustee, any Conversion Agent nor any agent of
either shall be accountable with respect to the validity or value (or the kind
or amount) of any shares of Common Stock, or of any securities or property
(including cash), which may at any time be issued or delivered upon the
conversion of any Security, and neither the Trustee, any Conversion Agent nor
any agent of either makes any representation with respect thereto. Neither the
Trustee, any Conversion Agent nor any agent of either shall be responsible for
any failure of the Company to issue, register the transfer of or deliver any
shares of Common Stock or stock certificates or other securities or property
(including cash) upon the surrender of any Security for the purpose of
conversion or, subject to Sections 601 and 603, to comply with any of the
covenants of the Company contained in this Article Fifteen.

SECTION 1510. Return of Funds Deposited for Redemption of Converted
Securities.

Any funds which at any time shall have been deposited by the Company
or on its behalf with the Trustee or any Paying Agent for the purpose of paying
the principal of and interest, if any, on any of the Securities and which shall
not be required for such purposes because of the conversion of such Securities,
as provided in this Indenture, shall forthwith after such conversion be repaid
to the Company by the Trustee or such Paying Agent.

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ARTICLE SIXTEEN
SUBORDINATION

SECTION 1601. Securities Subordinated to Senior Indebtedness.

The Company covenants and agrees that anything in this Indenture to
the contrary notwithstanding, the indebtedness evidenced by the Securities of
each series is subordinate and junior in right of payment to all Senior
Indebtedness to the extent provided herein or, if so provided in a Board
Resolution, Officers' Certificate or executed supplemental indenture referred
to in Sections 201 and 301 by or pursuant to which the form and terms of the
Securities of such series were established, as and to the extent provided by
the terms of the Securities of such series, and each Holder of Securities of
each series, by his acceptance thereof, likewise covenants and agrees to the
subordination herein or therein provided and shall be bound by the provisions
hereof or thereof.

Subject to Section 1604, if the Company shall default in the payment
of any principal of or premium or interest on any Senior Indebtedness when the
same becomes due and payable, whether at Stated Maturity or at a date fixed for
redemption or by declaration of acceleration or otherwise, then, upon written
notice of such default to the Company by the holders of such Senior
Indebtedness or any trustee therefor, unless and until such default shall have
been cured or waived or shall have ceased to exist, no direct or indirect
payment (in cash, property, securities, by set-off or otherwise) shall be made
or agreed to be made on account of the principal of or any premium or interest
on any of the Securities, or in respect of any redemption, retirement, purchase
or other acquisition of any of the Securities other than those made in capital
stock of the Company (or cash in lieu of fractional shares thereof) pursuant to
Article Fifteen or otherwise made in capital stock of the Company (or cash in
lieu of fractional shares thereof).

If (a) without the consent of the Company a court having jurisdiction
shall enter an order for relief with respect to the Company under the
Bankruptcy Code or without the consent of the Company a court having
jurisdiction shall enter a judgment, order or decree adjudging the Company a
bankrupt or insolvent, or enter an order for relief for reorganization,
arrangement, adjustment or composition of or in respect of the Company under
the Bankruptcy Code or applicable state insolvency law, or (b) the Company
shall institute proceedings for entry of an order for relief with respect to
the Company under the Bankruptcy Code or for an adjudication of insolvency, or
shall consent to the institution of bankruptcy or insolvency proceedings
against it, or shall file a petition seeking, or seek or consent to
reorganization, arrangement, composition or relief under the Bankruptcy Code or
any applicable State law, or shall consent to the filing of such petition or to
the appointment of a receiver, custodian, liquidator, assignee, trustee,
sequestrator or similar official of the Company or of substantially all of its
property, or the Company shall make a general assignment for the benefit of
creditors as recognized under the Bankruptcy Code, then all Senior Indebtedness
(including any interest thereon accruing after the commencement of any such
proceedings) shall first be paid in full before any payment or distribution,
whether in cash, securities or other property, shall be made to any Holder of
any Securities on account thereof. Any payment or distribution, whether

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in cash, securities or other property (other than securities of the Company or
any other corporation provided for by a plan of reorganization or readjustment
the payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the
Securities, to the payment of all Senior Indebtedness then outstanding and to
any securities issued in respect thereof under any such plan of reorganization
or readjustment), which would otherwise (but for these subordination
provisions) be payable or deliverable in respect of the Securities of any
series shall be paid or delivered directly to the holders of Senior
Indebtedness in accordance with the priorities then existing among such holders
until all Senior Indebtedness (including any interest thereon accruing after
the commencement of any such proceedings) shall have been paid in full. In the
event of any such proceeding, after payment in full of all sums owing with
respect to Senior Indebtedness, the Holders of the Securities, together with
the holders of any other obligations of the Company ranking on a parity with
the Securities, shall be entitled to be paid from the remaining assets of the
Company the amounts at the time due and owing on account of unpaid principal of
and any premium and interest on the Securities and such other obligations
before any payment or other distribution, whether in cash, property or
otherwise, shall be made on account of any capital stock or any obligations of
the Company ranking junior to the Securities and such other obligations.

If, notwithstanding the foregoing, any payment or distribution of any
character, whether in cash, securities or other property (other than securities
of the Company or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness then outstanding and to any securities issued in respect thereof
under any such plan of reorganization or readjustment), shall be received by
the Trustee or any Holder in contravention of any of the terms hereof, such
payment or distribution shall be received in trust for the benefit of, and
shall be paid over or delivered and transferred to, the holders of the Senior
Indebtedness then outstanding in accordance with the priorities then existing
among such holders for application to the payment of all Senior Indebtedness
remaining unpaid, to the extent necessary to pay all such Senior Indebtedness
in full. In the event of the failure of the Trustee or any Holder to endorse or
assign any such payment, distribution or security, each holder of Senior
Indebtedness is hereby irrevocably authorized to endorse or assign the same.

No present or future holder of any Senior Indebtedness shall be
prejudiced in the right to enforce subordination of the indebtedness evidenced
by the Securities by any act or failure to act on the part of the Company.
Nothing contained herein shall impair, as between the Company and the Holders
of Securities of each series, the obligation of the Company to pay to such
Holders the principal of and any premium and interest on such Securities or
prevent the Trustee or the Holder from exercising all rights, powers and
remedies otherwise permitted by applicable law or hereunder upon a default or
Event of Default hereunder, all subject to the rights of the holders of the
Senior Indebtedness to receive cash, securities or other property otherwise
payable or deliverable to the Holders.

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Senior Indebtedness shall not be deemed to have been paid in full
unless the holders thereof shall have received cash, securities or other
property equal to the amount of such Senior Indebtedness then outstanding. Upon
the payment in full of all Senior Indebtedness, the Holders of Securities of
each series shall be subrogated to all rights of any holders of Senior
Indebtedness to receive any further payments or distributions applicable to the
Senior Indebtedness until the indebtedness evidenced by the Securities of such
series shall have been paid in full, and such payments or distributions
received by such Holders, by reason of such subrogation, of cash, securities or
other property which otherwise would be paid or distributed to the holders of
Senior Indebtedness, shall, as between the Company and its creditors other than
the holders of Senior Indebtedness, on the one hand, and such Holders, on the
other hand, be deemed to be a payment by the Company on account of Senior
Indebtedness, and not on account of the Securities of such series.

The provisions of this Section 1601 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Company in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

The securing of any obligations of the Company, otherwise ranking on a
parity with the Securities of ranking junior to the Securities, shall not be
deemed to prevent such obligations from constituting, respectively, obligations
ranking on a parity with the Securities or ranking junior to the Securities.

SECTION 1602. Reliance on Certificate of Liquidating Agent; Further Evidence
as to Ownership of Senior Indebtedness.

Upon any payment or distribution of assets of the Company, the Trustee
and the Holders shall be entitled to rely upon an order or decree issued by any
court of competent jurisdiction in which such dissolution or winding-up or
liquidation or reorganization or arrangement proceedings are pending or upon a
certificate of the trustee in bankruptcy, receiver, assignee for the benefit of
creditors or other Person making such payment or distribution, delivered to the
Trustee or to the Holders, for the purpose of ascertaining the Persons entitled
to participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Sixteen. In the absence of any such bankruptcy
trustee, receiver, assignee or other Person, the Trustee shall be entitled to
rely upon a written notice by a Person representing himself to be a holder of
Senior Indebtedness (or a trustee or representative on behalf of such holder)
as evidence that such Person is a holder of Senior Indebtedness (or is such a
trustee or representative). If the Trustee determines, in good faith, that
further evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article Sixteen, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, as to the extent to which such
Person is entitled to participate in such payment or distribution, and as to
other facts pertinent to the rights of such Person under this Article Sixteen,

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
- 82 -
90
and if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.

SECTION 1603. Payment Permitted If No Default.

Nothing contained in this Article Sixteen shall prevent (a) the
Company at any time, except during the pendency of any default in the payment
of any principal of or premium or interest on any Senior Indebtedness as
described in Section 1601 or of any of the events described in clauses (a) and
(b) of Section 1601, from making payments of the principal of or any premium or
interest on the Securities, or (b) the application by the Trustee or any Paying
Agent of any moneys deposited with it hereunder to payments of the principal of
or any premium or interest, on the Securities, unless and until the Trustee or
such Paying Agent, as the case may be, shall have timely received the Officers'
Certificate or written notice provided for in Section 1605.

SECTION 1604. Disputes with Holders of Certain Senior Indebtedness.

Any failure by the Company to make any payment on or under any Senior
Indebtedness, other than any Senior Indebtedness as to which the provisions of
this Section 1604 shall have been waived by the Company in the instrument or
instruments by which the Company incurred, assumed, guaranteed or otherwise
created such Senior Indebtedness, shall not be deemed a default under Section
1601 if (i) the Company shall be disputing its obligation to make such payment
or perform such obligation, and (ii) either (A) no final judgment relating to
such dispute shall have been issued against the Company which is in full force
and effect and is not subject to further review, including a judgment that has
become final by reason of the expiration of the time within which a party may
seek further appeal or review, or (B) in the event of a judgment that is
subject to further review or appeal has been issued, the Company shall in good
faith be prosecuting an appeal or other proceeding for review, and a stay of
execution shall have been obtained pending such appeal or review.

SECTION 1605. Trustee Not Charged with Knowledge of Prohibition.

Anything contained in this Article Sixteen or elsewhere in this
Indenture to the contrary notwithstanding, the Trustee shall not at any time be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment of moneys to or by the Trustee and shall be entitled to
assume conclusively that no such facts exist and that no event specified in
clauses (a) and (b) of Section 1601 has happened, unless and until the Trustee
shall have received an Officers' Certificate to that effect or notice in
writing to that effect signed by or on behalf of the holder or holders, or
their representatives, of Senior Indebtedness who shall have been certified by
the Company or otherwise established to the reasonable satisfaction of the
Trustee to be such holder or holders or representatives or from any trustee
under any indenture pursuant to which such Senior Indebtedness shall be
outstanding; provided, however, that if the Trustee shall not have received the
Officers' Certificate or notice provided for in this Section 1605 at least
three Business Days

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
- 83 -
91
preceding the date upon which by the terms hereof any such moneys may become
payable for any purpose (including, without limitation, the payment of the
principal of or any premium or interest on any Security), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power
and authority to receive such moneys and apply the same to the purpose for
which they were received and shall not be affected by any notice to the
contrary which may be received by it within three Business Days preceding such
date. The Company shall give prompt written notice to the Trustee and to each
Paying Agent of any facts which would prohibit any payment of moneys to or by
the Trustee or any Paying Agent, and the Trustee shall not be charged with
knowledge of the curing of any default or the elimination of any other fact or
condition preventing such payment or distribution unless and until the Trustee
shall have received an Officers' Certificate to such effect.

SECTION 1606. Trustee to Effectuate Subordination.

Each Holder of the Securities by his acceptance thereof authorizes and
expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provisions contained
in this Article Sixteen and to protect the rights of the Holders pursuant to
this Indenture, and appoints the Trustee his attorney-in-fact for such purpose,
including, in the event of any dissolution, winding up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency or
receivership proceedings or upon an assignment for the benefit of creditors of
the Company), the immediate filing of a claim for the unpaid balance of his
Securities in the form required in said proceedings and cause said claim to be
approved. If the Trustee does not file a proper claim or proof of debt in the
form required in such proceeding prior to 30 days before the expiration of the
time to file such claim or claims, then the holders of the Senior Indebtedness
or their representatives are or is hereby authorized to have the right to file
and are or is hereby authorized to file an appropriate claim for and on behalf
of the Holders of said Securities. Nothing herein contained shall be deemed to
authorize the Trustee or the holders of Senior Indebtedness or their
representative to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee or the holders of Senior Indebtedness or their
representative to vote in respect of the claim of any Securityholder in any
such proceeding.

SECTION 1607. Rights of Trustee as Holder of Senior Indebtedness.

The Trustee shall be entitled to all the rights set forth in this
Article Sixteen with respect to any Senior Indebtedness which may at the time
be held by it, to the same extent as any other holder of Senior Indebtedness
and nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder. Nothing in this Article Sixteen shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 607.

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
- 84 -
92
SECTION 1608. Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article Sixteen shall in such case (unless the context shall
otherwise require) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if the Paying Agent
were named in this Article Sixteen in addition to or in place of the Trustee;
provided, however, that Sections 1605 and 1607 shall not apply to the Company
if its acts as Paying Agent.

SECTION 1609. Subordination Rights Not Impaired by Acts or Omissions of the
Company or Holders of Senior Indebtedness.

No right of any present or future holders of any Senior Indebtedness
to enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof which any such holder may have
or be otherwise charged with. The holders of Senior Indebtedness may, at any
time or from time to time and in their absolute discretion, change the manner,
place or terms of payment, change or extend the time of payment of, or renew or
alter, any such Senior Indebtedness, or amend or supplement any instrument
pursuant to which any such Senior Indebtedness is issued or by which it may be
secured, or release any security therefor, or exercise or refrain from
exercising any other of their rights under the Senior Indebtedness, including,
without limitation, the waiver of default thereunder, all without notice to or
assent from the Holders of the Securities or the Trustee and without affecting
the obligations of the Company, the Trustee or the Holders of Securities under
this Article Sixteen.

SECTION 1610. Trustee Not Fiduciary for Holders of Senior Indebtedness.

The Trustee shall not be deemed to owe any fiduciary duty to the
holders of the Senior Indebtedness, and shall not be liable to any such holders
if it shall mistakenly pay over or distribute money or assets to
Securityholders or the Company.

____________________________

This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
- 85 -
93
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, all as of the day and year first above written.

USA WASTE SERVICES, INC.

By: /s/ RONALD JONES
--------------------------------
Vice President

TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, AS TRUSTEE

By: /s/ MAURI J. COWEN
--------------------------------

Name: Mauri J. Cowen
--------------------------------

Title: Vice President and Trust Officer
--------------------------------

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
- 86 -
94
EXHIBIT A

FORM OF CERTIFICATE TO BE GIVEN BY
BENEFICIAL OWNER OF
INTEREST IN A TEMPORARY GLOBAL SECURITY

USA WASTE SERVICES, INC.

[Title of Securities]

(the "Securities")

This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States persons"), (ii) are owned by United States person(s) that are
(A) foreign branches of United States financial institutions (as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (B) United States person(s)
who acquired Securities through the foreign branches of the United States
financial institutions and who hold the Securities through such United States
financial institutions on the date hereof (and in either case (A) or (B), each
such United States financial institution hereby agrees, on its own behalf or
through its agent, to comply with the requirements of Section 165(j)(3)(A), (B)
or (C) of the Internal Revenue Code of 1986 as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition
if the owner of the Securities is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.

If the Securities are of the category contemplated in Section
230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended (the
"Act"), then this is also to certify that, except as set forth below (i) in the
case of debt securities, the Securities are beneficially owned by (a) non-U.S.
person(s) or (b) U.S. person(s) who purchased the Securities in transactions
which did not require registration under the Act; or (ii) in the case of equity
securities, the Securities are owned by (x) non-U.S. person(s) (and such
person(s) are not acquiring the Securities for the account or benefit of U.S.
person(s)), or (y) U.S. person(s) who purchased the Securities in a transaction
which did not require registration under the Act. If this certification is
being delivered in connection with the exercise of warrants pursuant to Section
230.902(m) of Regulation S under the Act, then this is further to certify that,
except as set forth below, the Securities are being exercised by and on behalf

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
- 1 -
95
of non-U.S. person(s). As used in this paragraph, the term "U.S. person" has
the meaning given to it by Regulation S under the Act.

As used herein, "United States" or "U.S." means the United States of
America (including the States and District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
Securities held by you for our account in accordance with your Operating
Procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

This certification excepts and does not relate to $_________ of such
interest in the above Securities in respect of which we are not able to certify
and as to which we understand exchange and delivery of definitive Securities
(or, if relevant, exercise of any rights or collection of any interest) cannot
be made until we do so certify.

We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.

*Dated: _______________, 199__.

NAME OF PERSON MAKING CERTIFICATION

By:
----------------------------------------

____________________________
* To be dated no earlier than the Certification Date.

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
- 2 -
96
EXHIBIT B

FORM OF CERTIFICATION TO BE GIVEN BY THE
EURO-CLEAR OPERATOR OR CEDEL S.A.

USA WASTE SERVICES, INC.

[Title of Securities]

(the "Securities")

This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion
of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in the Indenture, dated as of __________,
1996, between USA Waste Services, Inc. and _________________ as of the date
hereof, [ ] principal amount of the above-captioned Securities (i) is
owned by persons that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States Federal income taxation regardless of its
source ("United States persons"), (ii) is owned by United States persons that
are (A) foreign branches of United States financial institutions (as defined in
U.S. Treasury Regulations Section 1.16512(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (B) United States persons
who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (A) or (B), each such
United States financial institution has agreed, on its own behalf or through
its agent, that it will comply with the requirements of Section 165(1)(3)(A),
(B) or (C) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) is owned by United States or foreign
financial institutions for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations Section 1.1635(c)(2)(i)(D)(7)), and to the
further effect that the United States or foreign financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

If the Securities are of the category contemplated in Section
230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended,
then this is also to certify with respect to such principal amount of
Securities set forth above that, except as set forth below, we have received in
writing, by tested telex or by electronic transmission, from our Member
Organizations entitled to a portion of such principal amount, certifications
with respect to such portion, substantially to the effect set forth in the
Indenture.

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
- 1 -
97
We further certify (i) that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any
interest) any portion of the temporary global Security excepted in such
certifications and (ii) that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith for exchange (or, if relevant, exercise of any rights
or collection of any interest) are no longer true and cannot be relied upon as
of the date hereof.

Dated: ___________________, 199__.

(dated the Exchange Date or the Interest
Payment Date)

[Morgan Guaranty Trust Company of New
York, as operator of the Euro-clear
System]

[CEDEL S.A.]

By:
-----------------------------------

USA WASTE SERVICES, INC.
SUBORDINATED INDENTURE
- 2 -

   1

                            USA WASTE SERVICES, INC.

                        Officers' Certificate to Trustee

               Pursuant to Sections 201 and 301 of the Indenture


         Each of the undersigned officers of USA Waste Services, Inc., a
Delaware corporation (the  "Company"), does hereby certify as follows:

         The undersigned, having read the Indenture, dated as of February 1,
         1997 (the "Indenture"), between the Company and Texas Commerce Bank
         National Association, as Trustee (the "Trustee"), including Sections
         201 and 301 thereof, and the definitions in such Indenture relating
         thereto and other corporate documents and records, and having made
         such examination or investigation as each considers is necessary to
         enable the undersigned to express an informed opinion, certify that
         the terms of the series of Securities established under the Indenture
         to be entitled the "4% Convertible Subordinated Notes due 2002" of the
         Company (the "Series"), are as set forth in the Board Resolution (as
         defined in the Indenture) attached hereto, and all conditions
         precedent provided for in the Indenture relating to the establishment
         of such Series have been complied with in the establishment of the
         terms of such Series.

         IN WITNESS WHEREOF, each of the undersigned has placed his or her hand
this 7th day of February 1997.


                                        ---------------------------------------
                                        Name:   
                                             ----------------------------------
                                        Title:
                                              ---------------------------------


                                        ---------------------------------------
                                        Name:  
                                             ----------------------------------
                                        Title: 
                                              ---------------------------------


   2





                            USA WASTE SERVICES, INC.

                                  RESOLUTIONS
                                     OF THE
                               PRICING COMMITTEE
                           _________________________

                          4% CONVERTIBLE SUBORDINATED
                                 NOTES DUE 2002


         RESOLVED, that pursuant to the authority delegated to this Pricing
Committee by the Board of Directors of USA Waste Services, Inc. (the "Company")
by resolutions adopted on November 27, 1996, and in accordance with Sections
201 and 301 of the Subordinated Indenture dated as of February 1, 1997 (the
"Indenture") between the Company and Texas Commerce Bank, National Association,
as trustee (the "Trustee"), a separate series of Securities shall be issued and
designated as the Company's 4% Convertible Subordinated Notes due 2002 (the
"Notes"); and

         FURTHER RESOLVED, that in addition to the terms provided in the
Indenture with respect to Securities of a series issued thereunder, the terms
of the Notes shall be as follows (with all capitalized terms used below having
the respective meanings ascribed thereto in the Indenture):

                 (a)      the aggregate principal amount of Notes which may be
         authenticated and delivered is $535,275,000 (except for Notes
         authenticated and delivered upon registration of transfer of, or in
         exchange for, or in lieu of, other Notes pursuant to Article Three or
         Sections 906, 1107 or 1502 of the Indenture);

                 (b)      the principal amount of the Notes is payable on
         February 1, 2002, unless earlier repaid;

                 (c)      interest on the Notes shall accrue at a rate of 4%
         per annum.  The Notes will bear interest from February 7, 1997 or from
         the most recent Interest Payment Date (as defined below) to which
         interest has been paid or provided for, and such interest will be
         payable on February 1 and August 1 of each calendar year (each, an
         "Interest Payment Date"), commencing August 1, 1997, to the persons in
         whose names such Notes are registered at the close of business on the
         January 15 and July 15, respectively, immediately preceding the
         relevant Interest Payment Date, whether or not a Business Day;

                 (d)      the entire principal amount of the Notes shall
         initially be issued in the form of one or more Global Securities,
         without coupons, for which The Depository Trust Company shall be the
         Depositary.  The Global Securities representing the Notes shall only
         be exchangeable for Notes in definitive form pursuant to and in
         accordance with the terms of Section 305 of the Indenture;



   3
 
                 (e)     payments in respect of Notes represented by a
         Global Security (including principal, premium, if any, and interest)
         will be made by wire transfer of immediately available funds to the
         accounts specified by the Depositary. Payments in respect of Notes in
         definitive form (including principal, premium, if any, and interest)
         shall be made at the office or agency of the Company maintained for
         such purposes, which office or agency shall be maintained in the
         Borough of Manhattan, City of New York except that, at the option of
         the Company, any payments of interest may be made by check mailed on
         or before the due date by first class mail to the address of the
         Persons entitled thereto as shown on the Security Register;

                 (f)      The Company will not have the right to redeem any
         Notes prior to February 1, 2000.  On and after such date, the Notes
         will be redeemable at the option of the Company, in whole or in part,
         upon not less than 30 nor more than 45 days notice to each Holder of
         Notes, at the following redemption prices (expressed as percentages of
         the principal amount) if redeemed during the 12-month period
         commencing February 1 of the years indicated below:



                 Year                                                    Percentage
                 ----                                                    ----------
                                                                      
                 2000   . . . . . . . . . . . . . . .. . . . . . . .     101.60%
                 2001 and thereafter  . . . . . . . .. . . . . . . .     100.80%


         in each case (subject to the right of Holders of record on a Regular
         Record Date for the payment of interest to receive interest due on an
         Interest Payment Date that is on or prior to such Redemption Date)
         together with accrued and unpaid interest, if any, to the Redemption
         Date.  In the case of a partial redemption, the Trustee shall select
         the Notes or portions thereof for redemption on a pro rata basis, by
         lot or in such other manner it deems fair and appropriate.  The Notes
         may be redeemed in part in multiples of $1,000 only;

                 (g)      the Notes are not subject to a sinking fund or
         analogous provision;

                 (h)      In the event that a Change of Control occurs at any
         time prior to the Stated Maturity of the principal of the Notes, each
         Holder of the Notes shall have the right, at such Holder's option,
         subject to the terms and conditions of this Indenture, pursuant to an
         irrevocable and unconditional offer by the Company (the "Repurchase
         Offer"), to require the Company to repurchase all or any part of such
         Holder's Notes (provided that the principal amount of such Notes must
         be $1,000 or an integral multiple thereof) on the date (the
         "Repurchase Date") that is no later than 45 Business Days after the
         occurrence of such Change of Control, at a cash price (the "Repurchase
         Price") equal to 100% of the principal amount thereof, together with
         accrued and unpaid interest to the Repurchase Date.

                 In the event that, pursuant to this paragraph (h), the Company
         shall be required to commence a Repurchase Offer, the Company shall
         follow the following procedures:

                          (1)     the Repurchase Offer shall commence within 25
                 Business Days following a Change of Control;




                            USA WASTE SERVICES, INC.
                                  RESOLUTIONS
                                      -2-
   4
                          (2)     the Repurchase Offer shall remain open for 20
                 Business Days following its commencement, except to the extent
                 that a longer period is required by applicable law, but in any
                 case not more than 60 Business Days following the Change of
                 Control (the "Repurchase Offer Period");

                          (3)     upon the expiration of a Repurchase Offer,
                 the Company shall repurchase all Notes tendered in response to
                 the Repurchase Offer;

                          (4)     if the Repurchase Date is on or after a
                 Regular Record Date and on or before the related Interest
                 Payment Date, any accrued interest will be paid to the Person
                 in whose name a Note is registered at the close of business on
                 such record date, and no additional interest will be payable
                 to holders of Notes who tender Notes pursuant to the
                 Repurchase Offer;

                          (5)     the Company shall provide the Trustee with
                 notice of the Repurchase Offer at least 5 Business Days before
                 the commencement of any Repurchase Offer; and

                          (6)     on or before the commencement of any
                 Repurchase Offer, the Company or the Trustee (upon the request
                 and at the expense of the Company) shall send, by first-class
                 mail, a notice to each of the holders of Notes which shall
                 govern the terms of the Repurchase Offer and shall state:

                                  (A)      that the Repurchase Offer is being
                          made pursuant to such notice and this paragraph (h)
                          and that all Notes, or portions thereof, tendered
                          will be accepted for payment;

                                  (B)      the Repurchase Price (including the
                          amount of accrued and unpaid interest, if any), the
                          Repurchase Date and the Repurchase Put Date (as
                          defined in subparagraph (E) below);

                                  (C)      that any Note or portion thereof,
                          not tendered or accepted for payment will continue to
                          accrue interest, if any;

                                  (D)      that, unless the Company defaults in
                          depositing cash with the Paying Agent in accordance
                          with this paragraph (h) or such payment is prevented
                          pursuant to Article Sixteen of the Indenture
                          (relating to Subordination), any Note or portion
                          thereof, accepted for payment pursuant to the
                          Repurchase Offer shall cease to accrue interest after
                          the Repurchase Date;

                                  (E)      that Holders electing to have a
                          Note, or portion thereof, repurchased pursuant to a
                          Repurchase Offer will be required to surrender the
                          Note, with the form entitled "Option of Holder to
                          Elect Repurchase" on the reverse of the Note
                          completed, to the Paying Agent (which may not for
                          purposes of this paragraph (h), notwithstanding
                          anything in the Indenture to the contrary,





                           USA WASTE SERVICES, INC.
                                  RESOLUTIONS
                                     - 3 -
   5

                          be the Company or any Affiliate of the Company) at the
                          address specified in the notice prior to the close of
                          business on the earlier of (i) the third Business Day
                          prior to the Repurchase Date and (ii) the third
                          Business Day following the expiration of the
                          Repurchase Offer (such earlier date being the
                          "Repurchase Put Date");
        
                                  (F)      that Holders will be entitled to
                          withdraw their election, in whole or in part, if the
                          Paying Agent (which may not for purposes of this
                          paragraph (h), notwithstanding anything in the
                          Indenture to the contrary, be the Company or any
                          Affiliate of the Company) receives, up to the close
                          of business on the Repurchase Put Date, a telegraph,
                          telex, facsimile transmission or letter setting forth
                          the name of the Holder, the principal amount of the
                          Notes the Holder is withdrawing and a statement that
                          such Holder is withdrawing his election to have such
                          principal amount of Notes repurchased; and

                                  (G)      a brief description of the events
                          resulting in such Change of Control.

                 Any such Repurchase Offer shall comply with all applicable
         provision of Federal and state laws, including those regulating tender
         offers, if applicable, and any provisions of the Indenture which
         conflict with such laws shall be deemed to be superseded by the
         provisions of such laws.

                 On or before the Repurchase Date, the Company shall (i) accept
         for payment Notes or portions thereof properly tendered pursuant to
         the Repurchase Offer on or before the Repurchase Put Date, (ii)
         deposit with the Paying Agent cash sufficient to pay the Repurchase
         Price (together with accrued and unpaid interest, if any) of all Notes
         so tendered and (iii) deliver to the Trustee Notes so accepted,
         together with an Officers' Certificate listing the Notes or portions
         thereof being repurchased by the Company.  The Paying Agent shall
         promptly mail to the Holders of Notes so accepted payment in an amount
         equal to the Repurchase Price (plus accrued and unpaid interest, if
         any), and the Trustee shall promptly authenticate and mail or deliver
         to such Holders a new Note or Notes equal in principal amount to any
         unpurchased portion of the Notes surrendered.  Any Notes not so
         accepted shall be promptly mailed or delivered by the Company to the
         Holder thereof.  The Company shall publicly announce the results of
         the Repurchase Offer on or as soon as practicable after the Repurchase
         Date.

                 As used herein, the term "Change of Control" shall mean the
         occurrence of any of the following events: (i) any merger or
         consolidation of the Company with or into any person or any sale,
         transfer or other conveyance, whether direct or indirect, of all or
         substantially all of the assets of the Company, on a consolidated
         basis, in one transaction or a series of related transactions, if,
         immediately after giving effect to such transaction, any "person" or
         "group" is or becomes the "beneficial owner", directly or indirectly,
         of more than 50% of the total voting power in the aggregate normally
         entitled to vote in the election of directors, managers, or trustees,
         as applicable, of the transferee or surviving entity; (ii) when any
         "person" or "group"





                           USA WASTE SERVICES, INC.
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         is or becomes the "beneficial owner", directly or indirectly, of more
         than 50% of the total voting power in the aggregate normally entitled
         to vote in the election of directors of the Company; (iii) when,
         during any period of 12 consecutive months after the date of issuance
         of the Notes (the "Issue Date"), individuals who at the beginning of
         any such 12-month period constituted the Board of Directors of the
         Company (together with any new directors whose election by such Board
         or whose nomination for election by the stockholders of the Company
         was approved by a vote of a majority of the directors then still in
         office who were either directors at the beginning of such period or
         whose election or nomination for election was previously so approved)
         cease for any reason to constitute a majority of the Board of
         Directors of the Company then in office; (iv) a sale or disposition,
         whether directly or indirectly, by the Company of all or substantially
         all of its assets; or (v) the pro rata distribution by the Company to
         its stockholders of substantially all of its assets.

                 For purposes of this definition of "Change of Control," (i)
         the terms "person" and "group" shall have the meaning used for
         purposes of Rules 13d-3 and 13d-5 under the Securities Exchange Act of
         1934, as amended (the "Exchange Act") as in effect on the Issue Date,
         whether or not applicable; and (ii) the term "beneficial owner" shall
         have the meaning used in Rules 13d-3 and 13d-5 under the Exchange Act
         as in effect on the Issue Date, whether or not applicable, except that
         a "person" shall be deemed to have "beneficial ownership" of all
         shares that any such person has the right to acquire, whether such
         right is exercisable immediately or only after the passage of time or
         upon the occurrence of certain events.

                 (i)      the Notes may be presented for transfer or exchange
         at the office or agency of the Company maintained for such purpose,
         which office or agency shall be maintained in the Borough of
         Manhattan, City of New York.

                 (j)      the Notes shall be denominated in Dollars;

                 (k)      the entire principal amount of the Notes shall be
         issuable as Registered Securities;

                 (l)      the principal of and interest on the Notes shall be
         paid in Dollars and the Holders shall not be permitted to elect
         payment in any other currency;

                 (m)      the provisions of Sections 1302 (relating to
         Defeasance and Discharge) and 1303 (relating to Covenant Defeasance)
         of the Indenture shall not apply to the Notes;

                 (n)      in addition to the Events of Default specified in
         Section 501 of the Indenture, the following shall constitute Events of
         Default with respect to the Notes:

                          (1)     any failure by the Company to pay the
                 Repurchase Price on the Repurchase Date in accordance with
                 paragraph (h) above, whether or not such payment is prohibited
                 by Article Sixteen of the Indenture; provided, however, that
                 notwithstanding the notice requirement contained in Section
                 501(4) of the Indenture,





                           USA WASTE SERVICES, INC.
                                  RESOLUTIONS
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                 with respect to a default under paragraph (h) hereof, the
                 90-day period referred to in Section 501(4) shall be deemed to
                 have begun as of the date the Change of Control notice is
                 required to be sent in the event that the Company has not
                 complied with the provisions of paragraph (h) hereof and the
                 Trustee or Holders of at least 25% in principal amount of the
                 outstanding Notes thereafter give the Notice of Default
                 referred to in Section 501(4) of the Indenture to the Company
                 and, if applicable, the Trustee; and provided, further, that if
                 the breach or default is a result of a default in the payment
                 when due of the Repurchase Price on the Repurchase Date, such
                 Event of Default shall be deemed, for purposes of Section 501
                 of the Indenture, to arise no later than on the final
                 Repurchase Date; or
        
                          (2)     any default under Indebtedness of the Company
                 or any of its Subsidiaries with an aggregate principal amount
                 in excess of $50,000,000 (a) resulting from the failure to pay
                 principal, premium or interest when due that extends beyond
                 any stated period of grace applicable thereto or (b) as a
                 result of which the maturity of such Indebtedness has been
                 accelerated to its maturity; or

                          (3)     final unsatisfied judgments, not covered by
                 insurance (including self-insurance), or the issuance of any
                 warrant of attachment against any portion of the property or
                 assets of the Company or any of its Subsidiaries, aggregating
                 in excess of $50,000,000, at any one time shall have been
                 rendered against the Company or any of its Subsidiaries and
                 not have been stayed, bonded or discharged for a period
                 (during which execution shall not be effectively stayed) of 75
                 days (or, in case of any such final judgment which provides
                 for payment over time, which shall so remain unstayed,
                 unbonded or undischarged beyond any applicable payment date
                 provided therein.)

                 (o)      Subject to and upon compliance with the provisions of
         Article 15 of the Indenture, at the option of the Holder thereof, all
         or any portion of the principal amount of any Note may, at any time,
         be converted (but only in integral multiples of $1,000 principal
         amount) into fully paid and non-assessable shares of Common Stock, at
         the Conversion Price in effect at the Date of Conversion, until and
         including, but not after the close of business on the second Business
         Day prior to the Stated Maturity of the Notes unless such Note or some
         portion thereof shall have been called for redemption or delivered for
         repurchase prior to such date.  Notes or portions thereof that have
         been called for redemption or delivered for repurchase prior to such
         date may be so converted until and including, but not after, the close
         of business on the Business Day prior to the Redemption Date or
         Repurchase Date, as applicable, for such Note, unless the Company
         subsequently fails to pay the applicable Redemption Price or
         Repurchase Price, as the case may be.

                 The Conversion Price of the Notes shall initially be $43.555
         per share of Common Stock issuable upon conversion of the Notes (or
         22.959 shares per $1,000 principal amount of Notes), subject to
         adjustment as provided below.





                           USA WASTE SERVICES, INC.
                                  RESOLUTIONS
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   8

                 In addition to the provisions contained in Section 1502 of the
         Indenture (relating to Exercise of the Conversion Privilege), the
         following provisions shall apply to the Notes:

                          The Holder of any Note at the close of business on a
                 Regular Record Date will be entitled to receive the interest
                 payable on such Note on the corresponding Interest Payment
                 Date notwithstanding the conversion thereof after such Regular
                 Record Date.  The interest payment with respect to a Note
                 called for redemption on a date during the period from the
                 close of business on any Regular Record Date and the close of
                 business on the corresponding Interest Payment Date will be
                 payable on the corresponding Interest Payment Date to the
                 registered Holder at the close of business on that Regular
                 Record Date (notwithstanding the conversion of such Note
                 before the corresponding Interest Payment Date) and a Holder
                 who elects to convert need not include funds equal to the
                 interest paid.  In all cases, Holders as of the Regular Record
                 Date immediately preceding February 1, 2000 will receive the
                 interest payment due on February 1, 2000, even if such Holder
                 surrenders a Note for conversion after such Regular Record
                 Date as a result of the Company's exercise of its right to
                 redeem the Notes on or after February 1, 2000.

                 The Conversion Price for the Notes shall be subject to
         adjustment from time to time as follows:

                          (1)     In case the Company shall (A) pay a dividend
                 or make a distribution in shares of Common Stock on the Common
                 Stock, (B) subdivide its outstanding shares of Common Stock
                 into a greater number of shares, or (C) combine or reclassify
                 its outstanding shares of Common Stock into a smaller number
                 of shares, the Conversion Price in effect immediately prior to
                 such action shall be adjusted so that the Holder of any Note
                 thereafter surrendered for conversion shall be entitled to
                 receive the number of shares of Common Stock which he would
                 have owned immediately following such action had such Note
                 been converted immediately prior thereto.  An adjustment made
                 pursuant to this subparagraph (1) shall become effective
                 immediately, except as provided in subparagraph (8) below,
                 after the record date in the case of a dividend or
                 distribution and shall become effective immediately after the
                 effective date in the case of a subdivision or combination.
                 If as a result of an adjustment made pursuant to this
                 subparagraph (1), the Holder of any Note thereafter
                 surrendered for conversion shall become entitled to receive
                 shares of two or more classes of capital stock (including
                 shares of Common Stock and other capital stock) of the
                 Company, the Board of Directors (whose determination shall be
                 conclusive and shall be described in a statement filed with
                 the Trustee) shall determine the allocation of the adjusted
                 Conversion Price between or among shares of such classes of
                 capital stock or shares of Common Stock and other capital
                 stock.

                          (2)     In case the Company shall issue rights,
                 options or warrants to all holders of Common Stock entitling
                 them (for a period not exceeding 45 days from the date of





                           USA WASTE SERVICES, INC.
                                  RESOLUTIONS
                                     - 7 -
   9
                 such issuance) to subscribe for or purchase shares of Common
                 Stock at a price per share less than the current market price
                 per share (as determined pursuant to subparagraph (6) below) of
                 the Common Stock on the record date mentioned below, the
                 Conversion Price shall be adjusted to a price, computed to the
                 nearest cent, so that the same shall equal the price determined
                 by multiplying;
        
                                  (A)      the Conversion Price in effect
                          immediately prior to the date of issuance of such
                          rights, options or warrants by a fraction, of which

                                  (B)      the numerator shall be (x) the
                          number of shares of Common Stock outstanding on the
                          date of issuance of such rights, options or warrants,
                          immediately prior to such issuance, plus (y) the
                          number of shares which the aggregate offering price
                          of the total number of shares so offered for
                          subscription or purchase would purchase at such
                          current market price (determined by multiplying such
                          total number of shares by the exercise price of such
                          rights, options or warrants and dividing the product
                          so obtained by such current market price), and of
                          which

                                  (C)      the denominator shall be (x) the
                          number of shares of Common Stock outstanding on the
                          date of issuance of such rights, options or warrants,
                          immediately prior to such issuance, plus (y) the
                          number of additional shares of Common Stock which are
                          so offered for subscription or purchase.

                 Such adjustment shall become effective immediately, except as
                 provided in subparagraph (8) below, after the record date for
                 the determination of holders entitled to receive such rights,
                 options or warrants; provided, however, that if any such
                 rights, options or warrants issued by the Company as described
                 in this subparagraph (2) are only exercisable upon the
                 occurrence of certain triggering events relating to control
                 and provided for in shareholder rights plans, then the
                 Conversion Price will not be adjusted as provided in this
                 subparagraph (2) until such triggering events occur.

                          (3)     In case the Company or any Subsidiary of the
                 Company shall distribute to all holders of Common Stock any of
                 its assets, evidences of indebtedness, cash or other assets or
                 shares of capital stock, other than Common Stock (including
                 securities, but other than (A) dividends or distributions
                 exclusively in cash or (B) any dividend or distribution for
                 which an adjustment is required to be made in accordance with
                 subparagraph (1) or (2) above), then in each such case the
                 Conversion Price shall be adjusted so that the same shall
                 equal the price determined by multiplying the Conversion Price
                 in effect immediately prior to the date of such distribution
                 by a fraction of which the numerator shall be the current
                 market price per share of the Common Stock (determined as
                 provided in subparagraph (6) below) on the record date
                 mentioned below less the then fair market value (as reasonably
                 determined in good faith by the Board of Directors) of the
                 portion of the assets so distributed applicable to one share
                 of Common Stock, and of which the denominator shall be such
                 current market price per share of the





                           USA WASTE SERVICES, INC.
                                  RESOLUTIONS
                                     - 8 -
   10
                 Common Stock.  Such adjustment shall become effective
                 immediately, except as provided in subparagraph (8) below,
                 after the record date for the determination of stockholders
                 entitled to receive such distribution.
        
                          Notwithstanding the foregoing, in the event that the
                 fair market value of the assets, evidences of indebtedness or
                 other securities so distributed applicable to one share of
                 Common Stock equals or exceeds such current market price per
                 share of Common Stock, or such current market price exceeds
                 such fair market value by less than $0.10 per share, the
                 Conversion Price shall not be adjusted pursuant to this
                 subparagraph (3) and, to the extent applicable, the provisions
                 of subparagraph (11) shall apply to such distribution.

                          (4)     In case the Company or any Subsidiary of the
                 Company shall make any distribution consisting exclusively of
                 cash (excluding any cash portion of distributions for which an
                 adjustment is required to be made in accordance with
                 subparagraph (3) above, or cash distributed upon a merger or
                 consolidation to which Section 1505 of the Indenture applies)
                 to all holders of Common Stock in an aggregate amount that,
                 combined together with (A) all other such all-cash
                 distributions made within the then preceding 12 months in
                 respect of which no adjustment has been made and (B) any cash
                 and the fair market value of other consideration paid or
                 payable in respect of any tender offer by the Company or any
                 of its Subsidiaries for Common Stock concluded with the
                 preceding 12 months in respect of which no adjustment has been
                 made, exceeds 15% of the Company's market capitalization
                 (defined as being the product of the then current market price
                 of the Common Stock (determined as provided in subparagraph
                 (6) below) times the number of shares of Common Stock then
                 outstanding) on the record date of such distribution, then in
                 each such case the Conversion Price shall be adjusted so that
                 the same shall equal the price determined by multiplying the
                 Conversion Price in effect immediately prior to the date of
                 such distribution by a fraction of which the numerator shall
                 be the then current market price per share of the Common Stock
                 on such record date less the amount of the cash so distributed
                 applicable to one share of Common Stock, and of which the
                 denominator shall be such current market price per share of
                 the Common Stock.  Such adjustment shall become effective
                 immediately, except as provided in subparagraph (8) below,
                 after the record date for the determination of stockholders
                 entitled to receive such distribution.  Notwithstanding the
                 foregoing, in the event that the cash so distributed
                 applicable to one share of Common Stock equals or exceeds such
                 current market price per share of Common Stock, or such
                 current market price exceeds such amount of cash by less than
                 $0.10 per share, the Conversion Price shall not be adjusted
                 pursuant to this subparagraph (4).

                          (5)     In case there shall be completed a tender or
                 exchange offer made by the Company or any Subsidiary of the
                 Company for all or any portion of the Common Stock (any such
                 tender or exchange offer being referred to as an "Offer") that
                 involves an aggregate consideration having a fair market value
                 as of the expiration of such Offer (the "Expiration Time")
                 that, together with (A) any cash and the fair market value of
                 any





                           USA WASTE SERVICES, INC.
                                  RESOLUTIONS
                                     - 9 -
   11
                 other consideration payable in respect of any other Offer, as
                 of the expiration of such other Offer, expiring within the 12
                 months preceding the expiration of such Offer and in respect of
                 which no Conversion Price adjustment pursuant to this
                 subparagraph (5) has been made and (B) the aggregate amount of
                 any all-cash distributions referred to in subparagraph (4)
                 above to all holders of Common Stock within the 12 months
                 preceding the expiration of such Offer for which no conversion
                 price adjustment pursuant to such subparagraph (4) has been
                 made, exceeds 15% of the product of the then current market
                 price per share (determined as provided in subparagraph (6)
                 below) of the Common Stock on the Expiration Time times the
                 number of shares of Common Stock outstanding (including any
                 tendered shares) on the Expiration  Time, the Conversion Price
                 shall be reduced by multiplying such Conversion Price in effect
                 immediately prior to the Expiration Time by a fraction of which
                 the numerator shall be (X) the product of the then current
                 market price per share (determined as provided in subparagraph
                 (6) below) of the Common Stock on the Expiration Time times the
                 number of shares of Common Stock outstanding (including any
                 tendered shares) on the Expiration Time minus (Y) the fair
                 market value of the aggregate consideration payable to
                 stockholders based on the acceptance (up to any maximum
                 specified in the terms of the Offer) of all shares validly
                 tendered and not withdrawn as of the Expiration Time (the
                 shares deemed so accepted being referred to as the "Purchased
                 Shares") and the denominator shall be the product of (X) such
                 current market price per share on the Expiration Time times (Y)
                 such number of outstanding shares on the Expiration Time less
                 the number of Purchased Shares, such reduction to become
                 effective immediately prior to the opening of business on the
                 day following the Expiration Time.
        
                          For purposes of this subparagraph (5), the fair
                 market value of any consideration with respect to an Offer
                 shall be reasonably determined in good faith by the Board of
                 Directors of the Company and described in a Board Resolution.

                          (6)     For the purpose of any computation under
                 subparagraphs (2), (3), (4) and (5) above, the current market
                 price per share of Common Stock on any date shall be deemed to
                 be the average of the Last Sale Prices of a share of Common
                 Stock for the five consecutive Trading Days selected by the
                 Company commencing not more than 20 Trading Days before, and
                 ending not later than, the earlier of the date in question
                 and the date before the "'ex' date," with respect to the
                 issuance, distribution or Offer requiring such computation.
                 For purposes of this paragraph, the term "'ex'date," when used
                 with respect to any issuance, distribution or payments with
                 respect to an Offer, means the first date on which the Common
                 Stock trades regular way on the New York Stock Exchange (or if
                 not listed or admitted to trading thereon, then on the
                 principal national securities exchange on which the Common
                 Stock is listed or admitted to trading) without the right to
                 receive such issuance, distribution or Offer.

                          (7)     In addition the foregoing adjustments in
                 subparagraphs (1), (2), (3), (4) and (5) above, the Company
                 will be permitted to make such reductions in the Conversion
                 Price as it considers to be advisable in order that any event
                 treated for





                           USA WASTE SERVICES, INC.
                                  RESOLUTIONS
                                     - 10 -
   12
                 Federal income tax purposes as a dividend of stock or stock
                 rights will not be taxable to the holders of the shares of
                 Common Stock.
        
                          In the event the Company elects to make such a
                 reduction in the Conversion Price, the Company will comply
                 with the requirements of Rule 14e-1 of the Exchange Act and
                 any other Federal and state laws and regulations thereunder if
                 and to the extent that such laws and regulations are
                 applicable in connection with the reduction of the Conversion
                 Price of the Notes; provided that any provisions of the
                 Indenture which conflict with such laws shall be deemed to be
                 superseded by the provisions of such laws.

                          (8)     In any case in which this paragraph (o) shall
                 require that an adjustment (including by reason of the last
                 sentence of subparagraph (1) or (3) above) be made immediately
                 following a record date, the Company may elect to defer the
                 effectiveness of such adjustment (but in no event until a date
                 later than the effective time of the event giving rise to such
                 adjustment), in which case the Company shall, with respect to
                 any Note converted after such record date and on and before
                 such adjustment shall have become effective (A) defer paying
                 any cash payment pursuant to Section 1503 of the Indenture or
                 issuing to the Holder of such Note the number of shares of
                 Common Stock and other capital stock of the Company (or other
                 assets or securities) issuable upon such conversion in excess
                 of the number of shares of Common Stock and other capital
                 stock of the Company issuable thereupon only on the basis of
                 the Conversion Price prior to adjustment, and (B) not later
                 than five Business Days after such adjustment shall have
                 become effective, pay to such Holder the appropriate cash
                 payment pursuant to Section 1503 of the Indenture and issue to
                 such Holder the additional shares of Common Stock and other
                 capital stock of the Company issuable on such conversion.

                          (9)     No adjustment in the Conversion Price shall
                 be required unless such adjustment would require an increase
                 or decrease of at least 1.0% of the Conversion Price;
                 provided, that any adjustments which by reason of this
                 subparagraph (9) are not required to be made shall be carried
                 forward and taken into account in any subsequent adjustment.
                 All calculations under this subparagraph (o) shall be made to
                 the nearest cent or to the nearest one-hundredth of a share,
                 as the case may be.

                          (10)    Whenever the Conversion Price is adjusted as
                 herein provided, the Company shall promptly (A) file with the
                 Trustee and each Conversion Agent an Officers' Certificate
                 setting forth the Conversion Price after such adjustment and
                 setting forth a brief statement of the facts requiring such
                 adjustment, which certificate shall be conclusive evidence of
                 the correctness of such adjustment, and (B) mail or cause to
                 be mailed a notice of such adjustment to each holder of Notes
                 at his address as the same appears on the registry books of
                 the Company.

                          (11)    In the event that the Company distributes
                 rights or warrants (other than those referred to in
                 subparagraph (2) above) pro rata to holders of Common Stock,
                 so long as any such rights or warrants have not expired or
                 been redeemed by the Company,





                           USA WASTE SERVICES, INC.
                                  RESOLUTIONS
                                     - 11 -
   13
                 the Company shall make proper provision so that the Holder of
                 any Note surrendered for conversion will be entitled to receive
                 upon such conversion, in addition to the shares of Common Stock
                 issuable upon such conversion (the "Conversion Shares"), a
                 number of rights or warrants to be determined as follows:  (A)
                 if such conversion occurs on or prior to the date for the
                 distribution to the holders of rights or warrants of separate
                 certificates evidencing such rights or warrants (the
                 "Distribution Date"), the same number of rights or warrants to
                 which a holder of a number of shares of Common Stock equal to
                 the number of Conversion Shares is entitled at the time of such
                 conversion in accordance with the terms and provisions of and
                 applicable to the rights or warrants, and (B) if such
                 conversion occurs after such Distribution Date, the same number
                 of rights or warrants to which a holder of the number of shares
                 of Common Stock into which the principal amount of such Note so
                 converted was Convertible immediately prior to such
                 Distribution Date would have been entitled on such Distribution
                 Date in accordance with the terms and provisions of and
                 applicable to the rights and warrants.
        
         With respect to the Notes, the notice provisions of Section 1506 of
the Indenture shall apply when the Company or any of its Subsidiaries completes
an Offer, and the notice required by Section 1506 shall state the date on which
a record is expected to be taken for the purpose of such Offer or if a record
is not to be taken, the date as of which the holders of Common Stock of record
entitled to participate in such Offer are to be determined.

                 (p)      the Company, and each Holder by its acceptance of
         Notes, agree that anything in the Indenture to the contrary
         notwithstanding, the (a) payment of the principal of and interest on
         the Notes and (b) any other payment in respect of the Notes (including
         without limitation, on account of the repurchase or redemption of the
         Notes by the Company) is subordinated, to the extent and in the manner
         provided in this paragraph (p), to the prior payment in full of all
         Senior Indebtedness, whether outstanding at the date of the Indenture
         or thereafter created, incurred, assumed or guaranteed, and that these
         subordination provisions are for the benefit of the holders of Senior
         Indebtedness.

                 Subject to Section 1604 of the Indenture, if the Company shall
         default in the payment of any principal of or premium or interest on
         any Senior Indebtedness when the same becomes due and payable, whether
         at Stated Maturity or at a date fixed for redemption or by declaration
         of acceleration or otherwise (a "Payment Default"), then, upon written
         notice of such default to the Company by the holders of such Senior
         Indebtedness or any trustee therefor, unless or until such default
         shall have been cured or waived or shall have ceased to exist, no
         direct or indirect payment (in cash, property, securities, by set-off
         or otherwise) shall be made or agreed to be made on account of the
         principal of or any premium or interest on any of the Notes, or in
         respect of any redemption, retirement, repurchase or other acquisition
         of any of the Notes (including repurchases of Notes at the option of
         the Holder) other than those made in capital stock of the Company (or
         in cash in lieu of fractional shares thereof) pursuant to any
         conversion right of the Notes or otherwise made in capital stock of
         the Company (or in cash in lieu of fractional shares thereof).





                           USA WASTE SERVICES, INC.
                                  RESOLUTIONS
                                     - 12 -
   14

                 Upon (i) the happening of an event of default (other than a
         Payment Default) that permits the holders of Senior Indebtedness or
         their representative immediately to accelerate its maturity (a
         "Nonpayment Default") and (ii) written notice of such event of default
         given to the Company and the Trustee by the holders of at least 25% in
         aggregate principal amount outstanding of such Senior Indebtedness or
         their representative (a "Payment Notice"), then, unless and until such
         event of default has been cured or waived or otherwise has ceased to
         exist, no payment (in cash, property, securities, by set-off or
         otherwise) may be made by or on behalf of the Company on account of the
         principal of, premium, if any, or interest on, the Notes, or in respect
         of any redemption, repurchase or other acquisition of the Notes
         (including repurchases of Notes at the option of the Holder), in any
         such case other than payments made in capital stock of the Company (or
         in cash in lieu of fractional shares thereof) pursuant to any
         conversion right of the Notes or otherwise made in capital stock of the
         Company.  Notwithstanding the foregoing, unless (i) the Senior
         Indebtedness in respect of which such event of default exists has been
         declared due and payable in its entirety with 179 days after the
         Payment Notice is delivered as set forth above (the "Payment Blockage
         Period"), and (ii) such declaration has not been rescinded or waived,
         at the end of the Payment Blockage Period, the Company shall be
         required to pay all sums not paid to the Holders of the Notes during
         the Payment Blockage Period due to the foregoing prohibitions and to
         resume all other payments as and when due on the Notes.  Any number of
         Payment Notices may be given; provided, however, that (i) not more than
         one Payment Notice shall be given within a period of any 360
         consecutive days, and (ii) no default that existed upon the date of
         such Payment Notice or the commencement of such Payment Blockage Period
         (whether or not such event of default is on the same issue of Senior
         Indebtedness) shall be made the basis for the commencement of any other
         Payment Blockage Period.

                 If (a) without the consent of the Company, a court having
         jurisdiction shall enter an order for relief with respect to the
         Company under the Bankruptcy Code or, without the consent of the
         Company, a court having jurisdiction shall enter a judgment, order or
         decree adjudging the Company a bankrupt or insolvent, or enter an
         order for relief for reorganization, arrangement, adjustment or
         composition of or in respect of the Company under the Bankruptcy Code
         or applicable state insolvency law, or (b) the Company shall institute
         proceedings for entry of an order for relief with respect to the
         Company under the Bankruptcy Code or for an adjudication of
         insolvency, or shall consent to the institution of bankruptcy or
         insolvency proceedings against it, or shall file a petition seeking,
         or seek or consent to reorganization, arrangement, composition or
         relief under the Bankruptcy Code or any applicable State law, or shall
         consent to the filing of such petition or to the appointment of a
         receiver, custodian, liquidator, assignee, trustee, sequestrator or
         similar official of the Company or of substantially all of its
         property, or the Company shall make a general assignment for the
         benefit of creditors as recognized under the Bankruptcy Code, then all
         Senior Indebtedness (including any interest thereon accruing after the
         commencement of any such proceedings) shall first be paid in full
         before any payment or distribution, whether in cash, securities or
         other property, shall be made to any Holder of any Notes on account
         thereof.  Any payment or distribution, whether in cash, securities or
         other property (other than securities of the Company or any other
         corporation provided for by a plan of reorganization or readjustment
         the payment of which is subordinate,





                           USA WASTE SERVICES, INC.
                                  RESOLUTIONS
                                     - 13 -
   15
         at least to the extent provided in these subordination provisions with
         respect to the indebtedness evidenced by the Notes, to the payment of
         all Senior Indebtedness then outstanding and to any securities issued
         in respect thereof under any such plan of reorganization or
         readjustment), which would otherwise (but for these subordination
         provisions) be payable or deliverable in respect of the Notes shall be
         paid or delivered directly to the holders of Senior Indebtedness in
         accordance with the priorities then existing among such holders until
         all Senior Indebtedness (including any interest thereon accruing after
         the commencement of any such proceedings) shall have been paid in
         full.  In the event of such proceeding, after payment in full of all
         sums owing with respect to Senior Indebtedness, the Holders of the
         Notes, together with the Holders of any other obligations of the
         Company ranking on a parity with the Notes, shall be entitled to be
         paid from the remaining assets of the Company the amounts at the time
         due and owing on account of unpaid principal of and any premium and
         interest on the Notes and such other obligations before any payment or
         other distribution, whether in cash, property or otherwise, shall be
         made on account of any capital stock or any obligations of the Company
         ranking junior to the Notes and such other obligations.

                 If, notwithstanding the foregoing, any payment or distribution
         of any character, whether in cash, securities or other property (other
         than securities of the Company or any other corporation provided for
         by a plan of reorganization or readjustment the payment of which is
         subordinate, at least to the extent provided in these subordination
         provisions with respect to the indebtedness evidenced by the Notes, to
         the payment of all Senior Indebtedness then outstanding and to any
         securities issued in respect thereof under any such plan of
         reorganization or readjustment), shall be received by the Trustee or
         any Holder in contravention of any of the terms hereof, such payment
         or distribution shall be received in trust for the benefit of, and
         shall be paid over or delivered and transferred to, the holders of the
         Senior Indebtedness then outstanding in accordance with the priorities
         then existing among such holders for application to the payment of all
         Senior Indebtedness remaining unpaid, to the extent necessary to pay
         all such Senior Indebtedness in full.  In the event of the failure of
         the Trustee or any Holder to endorse or assign any such payment,
         distribution or security, each holder of Senior Indebtedness is hereby
         irrevocably authorized to endorse or assign the same.

                 Nothing contained in this paragraph (p) or in the Indenture is
         intended to or shall impair, as between the Company and the Holders,
         the obligation of the Company, which is absolute and unconditional, to
         pay to the Holders the principal of, premium, if any, and interest on,
         the Notes as and when the same shall become due and payable in
         accordance with their terms, or is intended to or shall affect the
         relative rights of the Holders and creditors of the Company other than
         the holders of the Senior Indebtedness, nor shall anything herein or
         therein prevent the Trustee or any Holder from exercising all remedies
         otherwise permitted by applicable law upon default under the
         Indenture, subject to the rights, if any, under this paragraph (p), of
         the holders of Senior Indebtedness in respect of cash, property or
         securities of the Company received upon the exercise of any such
         remedy.

                 Senior Indebtedness shall not be deemed to have been paid in
         full unless the holders thereof shall have received cash, securities
         or other property equal to the amount of such Senior





                           USA WASTE SERVICES, INC.
                                  RESOLUTIONS
                                     - 14 -
   16
         Indebtedness then outstanding.  Subject to the payment in full of all
         Senior Indebtedness as provided herein, the Holders of Notes shall be
         subrogated to the rights of the holders of such Senior Indebtedness to
         receive payments or distributions of assets of the Company applicable
         to the Senior Indebtedness until all amounts owing on the Notes shall
         be paid in full, and for the purposes of such subrogation no such
         payments or distributions to the holders of such Senior Indebtedness
         by the Company, or by or on behalf of the Holders by virtue of this
         paragraph (p), which otherwise would have been made to the Holders
         shall, as between the Company and the Holders, be deemed to be payment
         by the Company or on account of such Senior Indebtedness, it being
         understood that the provisions of this paragraph (p) are and are
         intended solely for the purpose of defining the relative rights of the
         Holders, on the one hand, and the holders of such Senior Indebtedness,
         on the other hand.  If any payment or distribution to which the
         Holders would otherwise have been entitled but for the provisions of
         this paragraph (p) shall have been applied, pursuant to the provisions
         of this paragraph (p), to the payment of amounts payable under Senior
         Indebtedness, then the Holders shall be entitled to receive from the
         holders of such Senior Indebtedness any payments or distributions
         received by such holders of Senior Indebtedness in excess of the
         amount sufficient to pay all amounts payable under or in respect of
         such Senior Indebtedness in full.

                 The securing of any obligations of the Company, otherwise
         ranking on a parity with the Notes or ranking junior to the Notes,
         shall not be deemed to prevent such obligations from constituting,
         respectively, obligations ranking on a parity with the Notes or
         ranking junior to the Notes.

         The Certificates evidencing the Notes shall be substantially in the
form of Exhibit A attached hereto.





                           USA WASTE SERVICES, INC.
                                  RESOLUTIONS
                                     - 15 -

   1




                                                                       EXHIBIT A

                               [FORM OF SECURITY]

                            USA WASTE SERVICES, INC.

                        4% CONVERTIBLE SUBORDINATED NOTE
                                    DUE 2002


No.                                                        CUSIP NO. 902917 AB 9
                                                                     $ _________

         USA Waste Services, Inc., a Delaware corporation (hereinafter called
the "Company," which term includes any successors under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of _________ Dollars, on February
1, 2002.

         Interest Payment Dates:  February 1 and August 1; commencing August 1,
1997.

         Record Dates:  January 15 and July 15.

         Reference is made to the further provisions of this Security set forth
below, which will, for all purposes, have the same effect as if set forth at
this place.

         IN WITNESS WHEREOF, the Company has caused this Instrument to be duly
executed under its corporate seal.

Dated:       February 7, 1997         USA WASTE SERVICES, INC.,
                                      a Delaware corporation
                                      
[Seal]                                
                                      
                                      By:         
                                          --------------------------------------
                                          Name:    
                                          Title:

Attest:                                                               
       ------------------------------
       Assistant Secretary




                                     A-1


   2
               [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]


         This is one of the Securities of the series designated in the
within-mentioned Indenture.


                                      TEXAS COMMERCE BANK NATIONAL
                                        ASSOCIATION
                                        as Trustee
                                      
                                      
                                      By: 
                                         --------------------------------------
                                          Authorized Signatory


Dated: 
       -------------------------------




                                      A-2
   3
                            USA WASTE SERVICES, INC.

                        4% CONVERTIBLE SUBORDINATED NOTE
                                    DUE 2002


         THIS SECURITY IS A BOOK-ENTRY GLOBAL SECURITY WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE REFERRED TO
BELOW, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY
AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF
THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE OF THE DEPOSITORY TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.

         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Company or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

1.       Interest.

         USA Waste Services, Inc., a Delaware corporation (hereinafter called
the "Company," which term includes any successors under the Indenture
hereinafter referred to), promises to pay interest on the principal amount of
this Security at the rate of 4% per annum.  To the extent it is lawful, the
Company promises to pay interest on any interest payment due but unpaid on such
principal amount at a rate of 4% per annum compounded semi-annually.

         The Company will pay interest semi-annually on February 1 and August 1
of each year (each, an "Interest Payment Date"), commencing August 1, 1997.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid on the Securities, from
February 7, 1997.  Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months.

2.       Method of Payment.

         The Company shall pay interest on the Securities (except Defaulted
Interest) to the persons who are the registered Holders at the close of
business on the Regular Record Date immediately preceding the Interest Payment
Date.  Any such interest not so punctually paid ("Defaulted Interest"), may be
paid to the persons who are registered Holders at the close of business on a
Special Record Date for the payment of such Defaulted Interest, or in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which such Securities may then be listed if such manner of payment shall be
deemed practicable by the Trustee, as more fully provided in the Indenture
referred to below.  Except as provided below, the Company shall pay principal
and interest in such coin or currency of the United States of America as at the
time of payment shall be legal tender for payment of public and private debts
("U.S. Legal Tender"). Payments in respect of Global Securities (including
principal, premium, if any, and interest) will be made by wire transfer of 
immediately available funds to the accounts specified by the Depository.  
Payments in respect of Securities in definitive form (including principal, 
premium, if any, and interest) will be made at the office or agency of the 
Company maintained for such purpose within the Borough of Manhattan, The City 
of New York, or at the option of the Company, payment of interest may be made by





                                      A-3
   4
check mailed to the Holders at their addresses set forth in the registry of
Holders.
        
3.       Paying Agent and Registrar.

         Initially, Texas Commerce Bank National Association (the "Trustee")
will act as Paying Agent and Registrar.  The Company may change any Paying
Agent, Registrar or co-Registrar at any time upon notice to the Trustee and the
Holders.  The Company or any of its Subsidiaries may, subject to certain
exceptions, act as Paying Agent, Registrar or co-Registrar.

4.       Indenture.

         This Security is one of a duly authorized issue of securities of the
Company issued and to be issued in one or more series under a Subordinated
Indenture, dated as of February 1, 1997 (the "Indenture"), between the Company
and the Trustee.  Capitalized terms herein are used as defined in the Indenture
unless otherwise defined herein.  The terms of the Securities include those
stated in the Indenture, all indentures supplemental thereto, those made part
of the Indenture by reference to the Trust Indenture Act as in effect on the
date of the Indenture, and those terms stated in the Resolutions of the Pricing
Committee of the Board of Directors of the Company dated February 3, 1997 (the
"Resolutions").  The Securities are subject to all such terms, and Holders of
Securities are referred to the Indenture, all indentures supplemental thereto,
said Act and said Resolutions for a statement of them.  The Securities are
general unsecured obligations of the Company limited in aggregate principal
amount to $535,275,000.

5.       Redemption.

         The Company will not have the right to redeem any Securities prior to
February 1, 2000.  On and after such date, the Securities will be redeemable at
the option of the Company, in whole or in part, upon not less than 30 nor more
than 45 days notice to each Holder of Securities, at the following redemption
prices (expressed as percentages of the principal amount) if redeemed during
the 12-month period commencing February 1 of the years indicated below:

        Year                                                  Percentage
        ----                                                  ----------
        2000   . . . . . . . . . . . . . . . . . . . . .       101.60%
        2001 and thereafter  . . . . . . . . . . . . . .       100.80%

in each case (subject to the right of Holders of record on a Regular Record
Date for the payment of interest to receive interest due on an Interest Payment
Date that is on or prior to such Redemption Date) together with accrued and
unpaid interest, if any, to the Redemption Date.  In the case of a partial
redemption, the Trustee shall select the Securities or portions thereof for
redemption on a pro rata basis, by lot or in such other manner it deems fair
and appropriate.  The Securities may be redeemed in part in multiples of $1,000
only.





                                      A-4
   5
         Any such redemption will also comply with Article Eleven of the
Indenture.

6.       Notice of Redemption.

         Notice of redemption will be given in the manner provided in the
Indenture to the Holders of Securities to be redeemed not less than 30 days and
not more than 45 days prior to the Redemption Date.
        
         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price and, except as set forth in the Indenture, from and after such 
Redemption Date, (unless the Company shall default in the payment of the
Redemption Price and accrued interest), the Securities called for redemption
will cease to bear interest and the only right of the Holders of such
Securities will be to receive payment of the Redemption Price, plus any accrued
and unpaid interest to the Redemption Date.
        
7.       Denominations; Transfer; Exchange.

         The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000.  A Holder may
register the transfer of, or exchange Securities in accordance with, the
Indenture.  The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. 

8.       Persons Deemed Owners.

         The registered Holder of a Security may be treated as the owner of it
for all purposes.

9.       Amendment; Supplement; Waiver.

         Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented, and any existing Event of Default or compliance with
any provision may be waived, with the written consent of the Holders of a
majority in aggregate principal amount of the Securities then outstanding.
Without notice to or consent of any Holder, the parties thereto may amend or
supplement the Indenture or the Securities to, among other things, cure any
ambiguity, defect or inconsistency, or make any other change that does not
adversely affect the rights of any Holder of a Security.





                                      A-5
   6
10.      Conversion Rights.

         Subject to the provisions of the Indenture and the Resolutions, the 
Holders have the right to convert the principal amount of the Securities into
fully paid and nonassessable shares of Common Stock of the Company at the
initial conversion price per share of Common Stock of $43.555 (or $22.959 shares
per $1,000 in principal amount of Securities), or at the adjusted conversion
price then in effect, if adjustment has been made as provided in the
Resolutions, upon surrender of the Security to the Company, together with a
fully executed notice in substantially the form attached hereto and, if required
by the Indenture or the Resolutions, an amount equal to accrued interest payable
on such Security.

11.      Subordination.

         Payment of principal, premium, if any, and interest on the Securities
is subordinated, in the manner and to the extent set forth in the Resolutions,
to the prior payment in full of all Senior Indebtedness.

12.      Repurchase at Option of Holder Upon a Change of Control.

         If there is a Change of Control, the Company shall be required to
offer to purchase on the Repurchase Date all outstanding Securities at a
purchase price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the Repurchase Date.  Holders of Securities will
receive a Repurchase Offer from the Company prior to any related Repurchase
Date and may elect to have such Securities purchased by completing the form
entitled "Option of Holder to Elect Purchase" appearing below.

13.      Successors.

         When a successor assumes all the obligations of its predecessor under
the Securities and the Indenture, the predecessor will be released from those
obligations as provided in the Indenture.

14.      Defaults and Remedies.

         If an Event of Default occurs and is continuing, then in every such 
case, the Trustee or the Holders of 25% in aggregate principal amount of
Securities then outstanding may declare the principal amount of all the
Securities to be due and payable immediately in the manner and with the effect
provided in the Indenture.  Holders of Securities may not enforce the Indenture
or the Securities except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Securities.
Subject to certain limitations, Holders of a majority in aggregate principal
amount of the Securities then outstanding may direct the Trustee in its exercise
of any trust or power.





                                      A-6
   7
15.      Trustee Dealings with Company.

         The Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates or any subsidiary of the Company's Affiliates, and
may otherwise deal with the Company or its Affiliates as if it were not the
Trustee.

16.      Authentication.

         This Security shall not be valid until the Trustee or authenticating
agent signs the certificate of authentication on the other side of this
Security.

17.      Abbreviations and Defined Terms.

         Customary abbreviations may be used in the name of a Holder of a
Security or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

18.      CUSIP Numbers.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities.
No representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.





                                      A-7
   8
                       OPTION OF HOLDER TO ELECT PURCHASE


         If you want to elect to have this Security purchased by the Company
upon a Change of Control pursuant to the Indenture, check the box: /___/

         If you want to elect to have only part of this Security purchased by
the Company upon a Change of Control pursuant to the Indenture, state the
amount you want to be purchased:  $__________________


                                      






                                      A-8
   9
                SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES1


         The following exchanges of a part of this Global Security for
Definitive Securities have been made:


 


                                                                                   Principal Amount of
                                                                                       this Global            Signature of
                                 Amount of decrease in    Amount of increase in     Security following    authorized officer of
                   Date of        Principal Amount of      Principal Amount of      such decrease (or     Trustee or Securities
                   Exchange      this Global Security      this Global Security         increase)               Custodian
                   --------      ---------------------    ---------------------    -------------------     --------------------
                                                                                               





__________________________________

                      1   This schedule should only be added if the Security is
issued in global form.

                                      A-9
   10
                              [FORM OF] ASSIGNMENT


I, or we, assign this Security to ______________________________________________

________________________________________________________________________________

________________________________________________________________________________
             (Print or type name, address and zip code of assignee)

         Please insert Social Security or other identifying number of assignee
_______________________ and irrevocably appoint _______________________________
agent to transfer this Security on the books of the Company.  The agent may
substitute another to act for him

Date: ____________________________  Signed: ____________________________________

________________________________________________________________________________
               (Sign exactly as name appears on the other side of this Security)

Signature Guarantee.*





__________________________________

     *   Participant in a recognized Signature Guarantee Medallion Program (or
         other signature acceptable to the Trustee).

                                      A-10
   11
                                                                       EXHIBIT B

                           FORM OF CONVERSION NOTICE

                         To:  USA Waste Services, Inc.
                                 $_____,000,000
               [       ]% Convertible Subordinated Notes due 2002


         The undersigned owner of this Security hereby:  (i) irrevocably
exercises the option to convert this Security, or the portion hereof below
designated, for shares of Common Stock of USA Waste Services, Inc. in
accordance with the terms of the Indenture referred to in this Security and
(ii) directs that such shares of Common Stock deliverable upon the conversion,
together with any check in payment for fractional shares and any Security(ies)
representing any unconverted principal amount hereof, be issued and delivered
to the registered holder hereof unless a different name has been indicated
below.  If shares are to be delivered registered in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto.  Any amount required to be paid by the undersigned on account
of interest accompanies this Security.


Date: ____________________________      ________________________________________
                                                         Signature

         Fill in for registration of shares if to be delivered, and of
Securities if to be issued, otherwise than to and in the name of the registered
holder.

                                                         
                                                             ____________________________________________________
                                                             Social Security or other Taxpayer Identifying Number
                                        
_________________________________________________________
                          (Name)                    
                                        
                                                             
_________________________________________________________
                    (Street Address)                
                                        
                                                             
_________________________________________________________
                City, State and Zip Code)           
                                        
                                                             Principal amount to be covered:  (if less than all)
                                        
                                                             $___________________________________________________



Signature Guarantee.*

__________________________________

     *   Participant in a recognized Signature Guarantee Medallion Program (or
         other signature acceptable to the Trustee).