Exhibit 10.50

November 25, 1997

Mr. Herbert A. Getz
3003 Butterfield Road
Oak Brook, Illinois 60523

Re: Loan and Indemnification Agreement

Dear Herb:

     You currently hold options to acquire 240,000 shares of the common stock of
Wheelabrator Technologies Inc. ("WTI") at an option exercise price of $8.9031 
per share, under the 1986 Stock Plan for Executive Employees of Wheelabrator 
Technologies Inc. and its Subsidiaries (the "WTI 1986 Plan"). These grants of 
stock options expire on November 30, 1997. Ordinarily, you could exercise these 
options and sell the shares of common stock of WTI that you would receive (the 
"WTI Option Shares") and benefit from the increase in the price of WTI's common 
stock that has resulted from, among other things, the pending offer by Waste 
Management, Inc. (the "Company") to acquire all of the publicly held shares of 
common stock of WTI (the "WTI Offer"). However, under the Company's securities 
trading policy, you have been denied the ability to sell the WTI Option Shares 
while the negotiation of the WTI Offer is pending. As a result of this 
unforeseeable conjunction of the impending expiration of the WTI options, the 
Company's pending negotiations with WTI, and the Company's securities trading 
policy, the Board of Directors of the Company has determined that it would be 
appropriate to preserve for you the ability to benefit from the value of your 
WTI options and to hold you harmless from the adverse consequences of the 
Company's requirement that you comply with the Company's securities trading 
policy. Accordingly, the Board of Directors has authorized me, on behalf of the 
Company, to enter into an agreement with you upon the following terms and 
conditions.

     Upon the terms of the Promissory Note and Security Agreement attached 
hereto as Exhibit 1 (the "Note"), the Company will loan you $2,136,744, the 
aggregate exercise price of your WTI options, to be used solely for payment of 
the aggregate exercise price of your WTI options. This loan will be fully 
collaterized by a security interest in such number of WTI Option Shares that, 
valued at $15.375, yesterday's closing price, shall be equal to the principal 
amount of the loan. You will also surrender a sufficient number of shares of WTI
common stock to WTI to satisfy applicable federal and state income tax 
withholding requirements, pursuant to the terms of the WTI 1986 Plan. To hold 
you harmless from the risk that the Company's securities trading policy would 
deny you the ability to sell the WTI Option Shares for at least the amount of 
the Company's lowest publicly-disclosed offer price in the WTI Offer (the 
"Lowest Offer Price"), the Company hereby agrees to indemnify you to the extent 
that the market price for WTI common stock on the date that you receive 
clearance to sell the WTI Option Shares is below the Lowest Offer Price (the 
"Sale Price Indemnification"). The Company will also indemnify you for the 
interest due on the Note, and any consequence resulting from the federal and 
state income and


 
payroll taxation on the imputation of interest income and income from the Sale 
Price Indemnification, if any. These income items will be grossed-up for federal
and state income and payroll tax purposes and added to your Form W-2.

     If you agree with the terms of this agreement, please indicate your 
acceptance of the agreement by signing below, and by executing and delivering 
the attached Promissory Note and Security Agreement, UCC-1 forms, and option 
exercise forms on or before November 28, 1997.

Very truly yours,

WASTE MANAGEMENT, INC.

By:  /s/ Peer Pedersen
    ------------------------
    Peer Pedersen
    Chairman, Compensation and Stock Option Committee

AGREED AND ACCEPTED:

  /s/ Herbert A. Getz
- -------------------------
Herbert A. Getz