Exhibit 10.2


    
      

    

     

    Exhibit
      10.2

     

     

    

      INDEMNIFICATION
        AGREEMENT

       

      THIS
        INDEMNIFICATION
        AGREEMENT
        is
        entered into as of August 1, 2006, by and between Waste Connections, Inc.,
        a
        Delaware corporation (the “Company”),
        and
        ______________________________ (“Indemnitee”).
        

       

      RECITALS

       

      A.    The
        Company is aware that because of the increased exposure to litigation costs,
        talented and experienced persons are increasingly reluctant to serve or continue
        serving as directors and officers of corporations unless they are protected
        by
        comprehensive liability insurance and indemnification. 

       

      B.    The
        statutes and judicial decisions regarding the duties of directors and officers
        are often difficult to apply, ambiguous, or conflicting, and therefore often
        fail to provide such directors and officers with adequate guidance regarding
        the
        proper course of action. 

       

      C.    The
        Board
        of Directors of the Company (the “Board”),
        has
        concluded that, in order to retain and attract talented and experienced
        individuals to serve as officers and directors of the Company and its
        subsidiaries and to encourage such individuals to take the business risks
        necessary for the success of the Company and its subsidiaries, the Company
        should contractually indemnify its officers and directors, and the officers
        and
        directors of its subsidiaries, in connection with claims against such officers
        and directors relating to their services to the Company and its subsidiaries,
        and has further concluded that the failure to provide such contractual
        indemnification could be detrimental to the Company, its subsidiaries and
        stockholders. 

       

      D.    Indemnitee’s
        willingness to serve as a director or officer of the Company is predicated,
        in
        substantial part, upon the Company’s willingness to indemnify Indemnitee in
        accordance with the principles reflected above, to the fullest extent permitted
        by the laws of the state of Delaware, and upon the other undertakings set
        forth
        in this Agreement. 

       

      NOW,
        THEREFORE,
        in
        consideration of the promises and as an inducement to Indemnitee to serve
        as a
        director or officer of the Company, the parties, intending to be legally
        bound, hereby agree as follows: 

       

      1.    Definitions.

       

      (a)    Agent.
        “Agent”
with
        respect to the Company means any person who is or was a director, officer,
        employee or other agent of the Company or a Subsidiary of the Company; or
        is or
        was serving at the request of, for the convenience of, or to represent the
        interests of, the Company or a Subsidiary of the Company as a director, officer,
        employee or agent of another Corporation, partnership, joint venture, trust
        or
        other enterprise (including without limitation any employee benefit plan
        whether
        or not subject to the Employee Retirement Income Security Act of 1974, as
        amended (“ERISA”));
        or
        was a director, officer, employee or agent of a predecessor corporation (or
        other predecessor entity or enterprise) of the Company or a Subsidiary of
        the
        Company, or was a director, officer, employee or agent of another corporation,
        partnership, joint 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      venture,
        trust or other enterprise (including without limitation any employee benefit
        plan whether or not subject to the ERISA) at the request of, for the convenience
        of, or to represent the interests of such predecessor. 

       

      (b)    Change
        in Control.
        “Change
        in Control”
shall
        mean, and shall be deemed to have occurred if, on or after the date of this
        Agreement: (i) any “person” (as such term is used in Sections 13(d)
        and 14(d) of the Securities Exchange Act of 1934, as amended) or group acting
        in
        concert, other than a trustee or other fiduciary holding securities under
        an
        employee benefit plan of the Company acting in such capacity or a corporation
        owned directly or indirectly by the stockholders of the Company in substantially
        the same proportions as their ownership of stock of the Company, becomes
        the
“beneficial owner” (as defined in Rule 13d-3 under said Act), directly or
        indirectly, of securities of the Company representing more than 50% of the
        total
        voting power represented by the Company's then outstanding Voting Securities;
        (ii) during any period of two (2) consecutive years, individuals who at the
        beginning of such period constitute the Board of Directors of the Company
        and
        any new director whose election by the Board of Directors or nomination for
        election by the Company's stockholders was approved by a vote of at least
        two-thirds (2/3) of the directors then still in office who either were directors
        at the beginning of the period or whose election or nomination for election
        was
        previously so approved, cease for any reason to constitute a majority thereof;
        (iii) the stockholders of the Company approve a merger or consolidation of
        the
        Company with any other corporation other than a merger or consolidation which
        would result in the Voting Securities of the Company outstanding immediately
        prior thereto continuing to represent (either by remaining outstanding or
        by
        being converted into Voting Securities of the surviving entity) at least
        eighty
        percent (80%) of the total voting power represented by the Voting Securities
        of
        the Company or such surviving entity outstanding immediately after such merger
        or consolidation; or (iv) the stockholders of the Company approve a plan
        of
        complete liquidation of the Company or an agreement for the sale or disposition
        by the Company of (in one transaction or a series of related transactions)
        all
        or substantially all of the Company's assets. 

       

      (c)    Company.
        References to the “Company” shall include, in addition to Waste Connections,
        Inc., any constituent corporation (including any constituent of a constituent)
        absorbed in a consolidation or merger to which Waste Connections, Inc. (or
        any
        of its wholly owned subsidiaries) is a party which, if its separate existence
        had continued, would have had power and authority to indemnify its directors,
        officers, employees, agents or fiduciaries, so that if Indemnitee is or was
        a
        director, officer, employee, agent or fiduciary of such constituent corporation,
        or is or was serving at the request of such constituent corporation as a
        director, officer, employee, agent or fiduciary of another corporation,
        partnership, joint venture, employee benefit plan, trust or other enterprise,
        Indemnitee shall stand in the same position under the provisions of this
        Agreement with respect to the resulting or surviving corporation as Indemnitee
        would have with respect to such constituent corporation if its separate
        existence had continued. 

       

      (d)    Expenses.
        “Expenses”
means
        all direct and indirect costs of any type or nature whatsoever (including,
        without limitation, all attorneys’ and experts’ fees, costs of investigation and
        related disbursements) incurred by the Indemnitee in connection with the
        investigation (whether formal or informal), settlement, defense or appeal
        of a
        Proceeding covered hereby or the establishment or enforcement of a right
        to
        indemnification under this

       


      
        
          INDEMNIFICATION
            AGREEMENT: ______________

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      Agreement,
        including without limitation in the case of an appeal the premium for, and
        other
        costs relating to, any costs bond or supercedes bond or other appeal bond
        or its
        equivalent. 

       

      (e)    Independent
        Legal Counsel.
        “Independent
        Legal Counsel”
shall
        mean an attorney or firm of attorneys, selected in accordance with the
        provisions of Section 3(h) hereof, who shall not have otherwise performed
        services for the Company or Indemnitee within the last three years (other
        than
        with respect to matters concerning the rights of Indemnitee under this
        Agreement, or of other Indemnitees under similar indemnity agreements).


       

      (f)    Other
        References.
        References to “other
        enterprises”
shall
        include employee benefit plans; references to “fines”
shall
        include any excise taxes assessed on Indemnitee with respect to an employee
        benefit plan; and references to “serving
        at the request of the Company”
shall
        include any service as a director, officer, employee, agent or fiduciary
        of the
        Company which imposes duties on, or involves services by, such director,
        officer, employee, agent or fiduciary with respect to an employee benefit
        plan,
        its participants or its beneficiaries; and if Indemnitee acted in good faith
        and
        in a manner Indemnitee reasonably believed to be in the interest of the
        participants and beneficiaries of an employee benefit plan, Indemnitee shall
        be
        deemed to have acted in a manner “not opposed to the best interests of the
        Company” as referred to in this Agreement. 

       

      (g)    Proceeding.
        “Proceeding”
means
        any threatened, pending, or completed claim, suit, action, proceeding or
        alternative dispute resolution mechanism, or any hearing or investigation,
        whether civil, criminal, administrative, investigative or otherwise, including
        without limitation any situation which the Indemnitee believes in good faith
        might lead to the institution of any such proceeding. 

       

      (h)    Reviewing
        Party.
        “Reviewing
        Party”
shall
        mean, subject to the provisions of Section 3(f), any person or body
        appointed by the Board of Directors in accordance with applicable law to
        review
        the Company's obligations hereunder and under applicable law, which may include
        a member or members of the Company's Board of Directors, Independent Legal
        Counsel or any other person or body not a party to the particular Proceeding
        for
        which Indemnitee is seeking indemnification. 

       

      (i)    Subsidiary.
        “Subsidiary”
means
        any corporation or other entity of which more than ten percent (10%) of the
        outstanding voting securities or other voting interests is owned directly
        or
        indirectly by the Company, and one or more other Subsidiaries, taken as a
        whole.


       

      2.    Maintenance
        of Liability Insurance.

       

      (a)    The
        Company hereby covenants and agrees with Indemnitee that, subject to Section
        2(b), the Company shall obtain and maintain in full force and effect directors’
and officers’ liability insurance (“D&O
        Insurance”),
        in
        reasonable amounts as the Board of Directors shall determine from established
        and reputable insurers with an AM Best rating of A.VI or better, but no less
        than the amounts in effect upon initial procurement of the D&O Insurance. In
        all policies of D&O Insurance, Indemnitee shall be named as an insured.


       


      
        
          INDEMNIFICATION
            AGREEMENT: ______________

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      (b)    Notwithstanding
        the foregoing, the Company shall have no obligation to obtain or maintain
        D&O Insurance if the Company determines in good faith that the premium costs
        for such insurance are (i) disproportionate to the amount of coverage provided
        after giving effect to exclusions, and (ii) substantially more burdensome
        to the
        Company than the premiums charged to the Company for its initial D&O
        Insurance. 

       

      (c)    To
        the
        extent the Company maintains liability insurance applicable to directors,
        officers, employees, agents or fiduciaries, Indemnitee shall be covered by
        such
        policies in such a manner as to provide Indemnitee the same rights and benefits
        as are provided to the most favorably insured of the Company's directors,
        if
        Indemnitee is a director; or of the Company's officers, if Indemnitee is
        not a
        director of the Company but is an officer; or of the Company's key employees,
        agents or fiduciaries, if Indemnitee is not an officer or director but is
        a key
        employee, agent or fiduciary. 

       

      3.    Mandatory
        Indemnification.
        The
        Company shall defend, indemnify and hold harmless Indemnitee to the fullest
        extent permitted by law: 

       

      (a)    Third
        Party Actions.
        If
        Indemnitee was or is a party, or is threatened to be made a party, to any
        Proceeding (other than an action by or in the right of the Company) by reason
        of
        the fact that Indemnitee is or was or is claimed to be an Agent of the Company,
        or by reason of anything done or not done by Indemnitee in any such capacity,
        or
        by reason of the fact that Indemnitee personally guaranteed any obligation
        of
        the Company at any time, against any and all Expenses and liabilities of
        any
        type whatsoever (including, but not limited to, legal fees, judgments, fines,
        ERISA excise taxes or penalties, and amounts paid in settlement) incurred
        by
        Indemnitee in connection with the investigation, defense, settlement or appeal
        of such Proceeding, if the Indemnitee acted in good faith and in a manner
        the
        Indemnitee reasonably believed to be in or not opposed to the best interests
        of
        the Company, or, with respect to any criminal action or Proceeding, had no
        reasonable cause to believe such persons conduct was unlawful. The termination
        of any action, suit or proceeding by judgment, order, settlement, conviction,
        or
        upon a plea of nolo contendere or its equivalent, shall not, of itself, create
        a
        presumption that the Indemnitee did not act in good faith and in a manner
        which
        the Indemnitee reasonably believed to be in or not opposed to the best interests
        of the Company, and, with respect to any criminal action or proceeding, had
        reasonable cause to believe that the Indemnitee’s conduct was unlawful.


       

      (b)    Derivative
        Actions.
        If
        Indemnitee was or is a party, or is threatened to be made a party, to any
        Proceeding by or in the right of the Company by reason of the fact that
        Indemnitee is or was an Agent of the Company, or by reason of anything done
        or
        not done by Indemnitee in any such capacity, against any and all Expenses
        and
        liabilities of any type whatsoever (including, but not limited to, legal
        fees,
        judgments, fines, ERISA excise taxes or penalties, and amounts paid in
        settlement) incurred by Indemnitee in connection with the investigation,
        defense, settlement or appeal of such Proceeding, if the Indemnitee acted
        in
        good faith and in a manner Indemnitee reasonably believed to be in or not
        opposed to the best interests of the Company; except that no indemnification
        under this subsection shall be made, and Indemnitee shall repay all amounts
        previously advanced by the Company, in respect of any claim, issue or matter
        for
        which the Indemnitee is judged in a final, non-appealable decision to be
        liable
        to the Company by a court of competent jurisdiction due to willful misconduct
        in
        the 

       


      
        
          INDEMNIFICATION
            AGREEMENT: ______________

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      performance
        of Indemnitee’s duties to the Company, unless and only to the extent that the
        court in which such Proceeding was brought or the Court of Chancery of Delaware
        shall determine that, despite the adjudication of liability but in view of
        all
        of the circumstances of the case, the Indemnitee is fairly and reasonably
        entitled to indemnity. The termination of any action, suit or proceeding
        by
        judgment, order, settlement, conviction, or upon a plea of nolo contendere
        or
        its equivalent, shall not, of itself, create a presumption that the Indemnitee
        did not act in good faith and in a manner which the Indemnitee reasonably
        believed to be in or not opposed to the best interests of the Company, and,
        with
        respect to any criminal action or proceeding, had reasonable cause to believe
        that the Indemnitee’s conduct was unlawful. 

       

      (c)    Presumptions;
        Burden of Proof.
        In
        making any determination concerning Indemnitee’s right to indemnification, there
        shall be a presumption that Indemnitee has satisfied the applicable standard
        of
        conduct, and the Company may overcome such presumption only by its adducing
        clear and convincing evidence to the contrary. For purposes of this Agreement,
        the termination of any Proceeding by judgment, order, settlement (whether
        with
        or without court approval) or conviction, or upon a plea of nolo contendere,
        or
        its equivalent, shall not create a presumption that Indemnitee did not meet
        any
        particular standard of conduct or have any particular belief or that a court
        has
        determined that indemnification is not permitted by this Agreement or applicable
        law. In addition, neither the failure of any Reviewing Party to have made
        a
        determination as to whether Indemnitee has met any particular standard of
        conduct or had any particular belief, nor an actual determination by any
        Reviewing Party that Indemnitee has not met such standard of conduct or did
        not
        have such belief, prior to the commencement of legal proceedings by Indemnitee
        to secure a judicial determination that Indemnitee should be indemnified
        under
        this Agreement under applicable law, shall be a defense to Indemnitee's claim
        or
        create a presumption that Indemnitee has not met any particular standard
        of
        conduct or did not have any particular belief. Any determination concerning
        Indemnitee’s right to indemnification that is adverse to Indemnitee may be
        challenged by the Indemnitee in the Court of Chancery of the State of Delaware.
        No determination by the Company (including without limitation by its directors
        or any Independent Legal Counsel) that Indemnitee has not satisfied any
        applicable standard of conduct shall be a defense to any claim by Indemnitee
        for
        indemnification or reimbursement or advance payment of Expenses by the Company
        hereunder or create a presumption that Indemnitee has not met any applicable
        standard of conduct. 

       

      (d)    Actions
        Where Indemnitee Is Deceased.
        If
        Indemnitee was or is a party, or is threatened to be made a party, to any
        Proceeding by reason of the fact that Indemnitee is or was an Agent of the
        Company, or by reason of anything done or not done by Indemnitee in any such
        capacity, and prior to, during the pendency of, or after completion of, such
        Proceeding, the Indemnitee shall die, then the Company shall defend, indemnify
        and hold harmless the estate, heirs and legatees of the Indemnitee against
        any
        and all Expenses and liabilities incurred by or for such persons or entities
        in
        connection with the investigation, defense, settlement or appeal of such
        Proceeding on the same basis as provided for the Indemnitee in
        Sections 3(a) and 3(b) above. 

       

      (e)    Extent
        of Insurance.
        The
        Expenses and liabilities covered hereby shall be net of any payments made
        by
        D&O Insurance carriers or others. 

       


      
        
          INDEMNIFICATION
            AGREEMENT: ______________

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      (f)    Review
        of Indemnification Obligations.
        Notwithstanding the foregoing, in the event any Reviewing Party shall have
        determined (in a written opinion, in any case in which Independent Legal
        Counsel
        is the Reviewing Party) that Indemnitee is not entitled to be indemnified
        hereunder under applicable law: (i) the Company shall have no further obligation
        under Section 3(a) or 3(b) to make any payments to Indemnitee not made
        prior to such determination by such Reviewing Party; and (ii) the Company
        shall
        be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse
        the
        Company) for all Expenses theretofore paid to Indemnitee to which Indemnitee
        is
        not entitled hereunder under applicable law; provided,
        however,
        that if
        Indemnitee has commenced or thereafter commences legal proceedings in a court
        of
        competent jurisdiction to secure a determination that Indemnitee is entitled
        to
        be indemnified hereunder under applicable law, any determination made by
        any
        Reviewing Party that Indemnitee is not entitled to be indemnified hereunder
        under applicable law shall not be binding and Indemnitee shall not be required
        to reimburse the Company for any Expenses theretofore paid in indemnifying
        Indemnitee until a final judicial determination is made with respect thereto
        (as
        to which all rights of appeal therefrom have been exhausted or lapsed).
        Indemnitee's obligation to reimburse the Company for any Expenses shall be
        unsecured and no interest shall be charged thereon. 

       

      (g)    Indemnitee
        Rights on Unfavorable Determination; Binding Effect.
        If any
        Reviewing Party determines that Indemnitee substantively is not entitled
        to be
        indemnified hereunder in whole or in part under applicable law, Indemnitee
        shall
        have the right to commence litigation seeking an initial determination by
        the
        court or challenging any such determination by such Reviewing Party or any
        aspect thereof, including the legal or factual bases therefor, and the Company
        hereby consents to service of process and to appear in any such proceeding.
        Absent such litigation, any determination by any Reviewing Party shall be
        conclusive and binding on the Company and Indemnitee. 

       

      (h)    Selection
        of Reviewing Party; Change in Control.
        A
        determination, if required by applicable law, with respect to Indemnitee’s
        entitlement to indemnification shall be made in accordance with the provisions
        of this paragraph (h). If there has not been a Change in Control, a
        Reviewing Party shall be selected by the Board of Directors, and if there
        has
        been such a Change in Control (other than a Change in Control which has been
        approved by a majority of the Company's Board of Directors who were directors
        immediately prior to such Change in Control), any Reviewing Party with respect
        to all matters thereafter arising concerning the rights of Indemnitee to
        indemnification of Expenses under this Agreement or any other agreement or
        under
        the Company's Certificate of Incorporation or Bylaws as now or hereafter
        in
        effect, or under any other applicable law, if desired by Indemnitee, shall
        be
        Independent Legal Counsel selected by Indemnitee and approved by the Company
        (which approval shall not be unreasonably withheld). Such counsel, among
        other
        things, shall render its written opinion to the Company and Indemnitee as
        to
        whether and to what extent Indemnitee would be entitled to be indemnified
        hereunder under applicable law and the Company agrees to abide by such opinion.
        The Company agrees to pay the reasonable fees of the Independent Legal Counsel
        referred to above and to indemnify fully such counsel against any and all
        expenses (including attorneys' fees), claims, liabilities and damages arising
        out of or relating to this Agreement or its engagement pursuant hereto.
        Notwithstanding any other provision of this Agreement, the Company shall
        not be
        required to pay Expenses of more than one Independent Legal Counsel in
        connection with all matters concerning a single Indemnitee, and such Independent
        Legal Counsel 

       


      
        
          INDEMNIFICATION
            AGREEMENT: ______________

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      shall
        be
        the Independent Legal Counsel for any or all other Indemnitees unless: (i)
        the
        employment of separate counsel by one or more Indemnitees has been previously
        authorized by the Company in writing; or (ii) an Indemnitee shall have provided
        to the Company a written statement that such Indemnitee has reasonably concluded
        that there may be a conflict of interest between such Indemnitee and the
        other
        Indemnitees with respect to the matters arising under this Agreement.


       

      4.    Partial
        Indemnification.
        If
        Indemnitee is found under Sections 3, 6 or 9 hereof not to be entitled to
        indemnification for all of the Expenses relating to a Proceeding, the Company
        shall indemnify the Indemnitee for any portion of such Expenses not specifically
        precluded by the operation of such Sections 3, 6 or 9.

       

      5.    Indemnification
        Procedures; Mandatory Advancement of Expenses.
        

       

      (a)    Promptly
        after receipt by Indemnitee of notice to him or her of the commencement or
        threat of any Proceeding covered hereby, Indemnitee shall notify the Company
        of
        the commencement or threat thereof, provided that any failure to so notify
        shall
        not relieve the Company of any of its obligations hereunder. 

       

      (b)    If,
        at
        the time of the receipt of a notice pursuant to Section 5(a) above, the Company
        has D&O Insurance in effect, the Company shall give prompt notice of the
        Proceeding or claim to its insurers in accordance with the procedures set
        forth
        in the applicable policies. The Company shall thereafter take all necessary
        or
        desirable action to cause such insurers to pay all amounts payable as a result
        of such Proceeding in accordance with the terms of such policies. 

       

      (c)    Indemnitee
        shall be entitled to retain one or more counsel from time to time selected
        by
        Indemnitee in Indemnitee’s sole discretion to act as its counsel in and for the
        investigation, defense, settlement or appeal of each Proceeding. The Company
        shall not waive any privilege or right available to Indemnitee in any such
        Proceeding. 

       

      (d)    The
        Company shall bear all fees and Expenses (including invoices for advance
        retainers) of such counsel, and all fees and Expenses invoiced by other persons
        or entities, in connection with the investigation, defense, settlement or
        appeal
        of each such Proceeding. Such fees and Expenses are referred to herein as
        “Covered
        Expenses.”
        

       

      (e)    Until
        a
        determination to the contrary under Section 6 hereof is made, the Company
        shall
        advance all Covered Expenses in connection with each Proceeding. The Indemnitee
        shall qualify for advances upon the execution and delivery to the Company
        of
        this Agreement which shall constitute an undertaking providing that the
        Indemnitee undertakes to the fullest extent permitted by law to repay the
        advance if and to the extent that it is ultimately determined by a court
        of
        competent jurisdiction in a final judgment, not subject to appeal, that
        Indemnitee is not entitled to be indemnified by the Company. No other form
        of
        undertaking shall be required other than the execution of this Agreement.
        Advances shall be unsecured and interest free. Advances shall be made without
        regard to Indemnitee's ability to repay the expenses and without regard to
        Indemnitee's ultimate entitlement to indemnification under the other provisions
        of this Agreement. 

       


      
        
          INDEMNIFICATION
            AGREEMENT: ______________

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      (f)    Each
        advance to be made hereunder shall be paid by the Company to Indemnitee within
        ten (10) days following delivery of a written request therefor by Indemnitee
        to
        the Company. 

       

      (g)    The
        Company acknowledges the potentially severe damage to Indemnitee should the
        Company fail timely to make such advances to Indemnitee. 

       

      (h)    The
        Company shall not settle any proceeding if a result of such settlement, fine
        or
        obligation is imposed on Indemnitee without the Indemnitee’s prior written
        consent. 

       

      (i)    If
        the
        Indemnitee is the subject of or is implicated in any way during any proceeding,
        the Company will share with Indemnitee any information it has turned over
        to any
        third parties concerning the investigation. 

       

      (j)    The
        knowledge and/or actions, or failure to act, of any director, officer, agent
        or
        employee of the Company or the Company itself shall not be imputed to Indemnitee
        for purposes of determining the right to indemnification under this Agreement.
        

       

      (k)    For
        purposes of any determination of good faith, Indemnitee shall be deemed to
        have
        acted in good faith if Indemnitee's action is based on the records or books
        of
        account of the Company, including financial statements, or on information
        supplied to Indemnitee by the officers of the Company (other than the
        Indemnitee) in the course of their duties, or on the advice of legal counsel
        for
        the Company or the Board or counsel selected by any committee of the Board
        or on
        information or records given or reports made to the Company by an independent
        certified public accountant or by an appraiser, investment banker, compensation
        consultant, or other expert selected with reasonable care by the Company
        or the
        Board or any committee of the Board. The provisions of this Section 5(k)
        shall not be deemed to be exclusive or to limit in any way the other
        circumstances in which the Indemnitee may be deemed to have met the applicable
        standard of conduct. 

       

      (l)    Notice
        to Insurers.
        If, at
        the time of the receipt by the Company of a notice of a Proceeding subject
        to
        Section 3(a) or 3(b) hereof, the Company has D&O Insurance or other
        liability insurance in effect which may cover such Proceeding, the Company
        shall
        give prompt notice of the commencement of such Proceeding to the insurers
        in
        accordance with the procedures set forth in the respective policies. The
        Company
        shall thereafter take all necessary or desirable action to cause such insurers
        to pay, on behalf of the Indemnitee, all amounts payable as a result of such
        Proceeding in accordance with the terms of such policies. 

       

      (m)    Selection
        of Counsel.
        In the
        event the Company shall be obligated hereunder to provide indemnification
        for or
        make any advancement of Expenses with respect to the Expenses of any Proceeding,
        the Company, if appropriate, shall be entitled to assume the defense of such
        Proceeding with counsel approved by Indemnitee (which approval shall not
        be
        unreasonably withheld) upon the delivery to Indemnitee of written notice
        of the
        Company's election to do so. After delivery of such notice, approval of such
        counsel by Indemnitee and the retention of such counsel by the Company, the
        Company will not be liable to Indemnitee under this Agreement for any fees
        or
        expenses of separate counsel subsequently retained by or on behalf of Indemnitee
        with respect to the same Proceeding; provided that: (i) Indemnitee
        shall

       


      
        
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            AGREEMENT: ______________

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      have
        the
        right to employ Indemnitee's separate counsel in any such Proceeding at
        Indemnitee's expense; and (ii) if (A) the employment of separate
        counsel by Indemnitee has been previously authorized by the Company,
        (B) Indemnitee shall have reasonably concluded that there may be a conflict
        of interest between the Company and Indemnitee in the conduct of any such
        defense, or (C) the Company shall not continue to retain such counsel to
        defend such Proceeding, then the fees and expenses of Indemnitee's separate
        counsel shall be Expenses for which Indemnitee may receive indemnification
        or
        advancement of Expenses hereunder. 

       

      6.    Determination
        of Right to Indemnification.

       

      (a)    To
        the
        extent Indemnitee has been successful on the merits or otherwise in defense
        of
        any Proceeding, claim, issue or matter covered hereby, Indemnitee need not
        repay
        any of the Expenses advanced in connection with the investigation, defense
        or
        appeal of such Proceeding. 

       

      (b)    Indemnitee
        shall have the right to advancement by the Company prior to the final
        disposition of any Proceeding of any and all Expenses relating to, arising
        out
        of or resulting from any Proceeding paid or incurred by Indemnitee or which
        Indemnitee determines are reasonably likely to be paid or incurred by
        Indemnitee. 

       

      (c)    Subject
        to the provisions of Section 3(f), notwithstanding a determination by a
        Reviewing Party or a court that Indemnitee is not entitled to indemnification
        with respect to a specific Proceeding, Indemnitee shall have the right to
        apply
        to the Court of Chancery of Delaware for the purpose of enforcing Indemnitee’s
        right to indemnification pursuant to this Agreement. 

       

      (d)    Subject
        to the provisions of Section 3(h), the Company shall indemnify Indemnitee
        against all Expenses incurred by Indemnitee in connection with any Proceeding
        under Sections 6(b) or 6(c) and against all Expenses incurred by Indemnitee
        in
        connection with any other Proceeding between the Company and Indemnitee
        involving the interpretation or enforcement of the rights of Indemnitee under
        this Agreement unless a court of competent jurisdiction finds that each of
        the
        material claims and/or defenses of Indemnitee in any such Proceeding were
        frivolous or made in bad faith. 

       

      (e)    The
        Company hereby agrees to indemnify the Indemnitee to the fullest extent
        permitted by law, notwithstanding that such indemnification is not specifically
        authorized by the other provisions of this Agreement, the Company's Certificate
        of Incorporation, the Company's Bylaws or by statute. In the event of any
        change
        after the date of this Agreement in any applicable law, statute or rule which
        expands the right of a Delaware corporation to indemnify a member of its
        board
        of directors or an officer, employee, agent or fiduciary, it is the intent
        of
        the parties hereto that Indemnitee shall enjoy by this Agreement the greater
        benefits afforded by such change. In the event of any change in any applicable
        law, statute or rule which narrows the right of a Delaware corporation to
        indemnify a member of its board of directors or an officer, employee, agent
        or
        fiduciary, such change, to the extent not otherwise required by such law,
        statute or rule to be applied to this Agreement, shall have no effect on
        this
        Agreement or the parties' rights and obligations hereunder except as set
        forth
        in Section 9 hereof. 

       


      
        
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            AGREEMENT: ______________

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      (f)    Nonexclusivity.
        The
        indemnification and the payment of Expense advances provided by this Agreement
        shall be in addition to any rights to which Indemnitee may be entitled under
        the
        Company's Certificate of Incorporation, its Bylaws, any other agreement,
        any
        vote of stockholders or disinterested directors, the General Corporation
        Law of
        the State of Delaware, or otherwise. The indemnification and the payment
        or
        advancement of Expenses provided under this Agreement shall continue as to
        Indemnitee for any action taken or not taken while serving in an indemnified
        capacity even though subsequent thereto Indemnitee may have ceased to serve
        in
        such capacity. 

       

      (g)    No
        Duplication of Payments.
        The
        Company shall not be liable under this Agreement to make any payment in
        connection with any Proceeding to the extent Indemnitee has otherwise actually
        received payment (under any insurance policy, provision of the Company's
        Certificate of Incorporation, Bylaws or otherwise) of the amounts otherwise
        payable hereunder. 

       

      (h)    Partial
        Indemnification.
        If
        Indemnitee is entitled under any provision of this Agreement to indemnification
        by the Company for some or a portion of Expenses incurred in connection with
        any
        Proceeding, but not, however, for all of the total amount thereof, the Company
        shall nevertheless indemnify Indemnitee for the portion of such Expenses
        to
        which Indemnitee is entitled. 

       

      7.    Certificate
        of Incorporation and By-Laws.
        The
        Company agrees that the Company’s Certificate of Incorporation and By-laws in
        effect on the date hereof shall not be amended to reduce, limit, hinder or
        delay
        (a) the rights of Indemnitee granted hereby, or (b) the ability of the Company
        to indemnify Indemnitee as required hereby. The Company further agrees that
        it
        shall exercise the powers granted to it under its Certificate of Incorporation,
        its By-laws and by applicable law to indemnify Indemnitee to the fullest
        extent
        possible as required hereby. 

       

      8.    Witness
        Expenses.
        The
        Company agrees to compensate Indemnitee for the reasonable value of Indemnitee’s
        time spent, and to reimburse Indemnitee for all Expenses (including attorneys’
fees and travel costs) incurred by Indemnitee, in connection with being a
        witness, or if Indemnitee is threatened to be made a witness, with respect
        to
        any Proceeding, by reason of Indemnitee serving or having served as an Agent
        of
        the Company. 

       

      9.    Exceptions.
        Notwithstanding any other provision hereunder to the contrary, the Company
        shall
        not be obligated pursuant to the terms of this Agreement: 

       

      (a)    Claims
        Initiated by Indemnitee.
        To
        indemnify or advance Expenses to Indemnitee with respect to Proceedings or
        claims initiated or brought voluntarily by Indemnitee and not by way of defense
        (other than: (i) Proceedings under Sections 6(b) or 6(c); (ii) proceedings
        brought to establish or enforce a right to indemnification under this Agreement
        or the provisions of the Company’s Certificate of Incorporation or By-laws
        unless a court of competent jurisdiction determines that each of the material
        assertions made by Indemnitee in such Proceeding were not made in good faith
        or
        were frivolous; or (iii) proceedings or claims instituted by Indemnitee with
        the
        approval by the Board); or 

       


      
        
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            AGREEMENT: ______________

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      (b)    Unauthorized
        Settlements.
        To
        indemnify Indemnitee under this Agreement for any amounts paid in settlement
        of
        a Proceeding covered hereby without the prior written consent of the Company
        to
        such settlement, which consent will not be unreasonably withheld provided
        that
        the Company’s consent is not required if the Company is refusing to indemnify or
        advance Expenses to the Indemnitee. 

       

      10.    Non-exclusivity.
        This
        Agreement is not the exclusive arrangement between the Company and Indemnitee
        regarding the subject matter hereof and shall not diminish or affect any
        other
        rights which Indemnitee may have under any provision of law, the Company’s
        Certificate of Incorporation or By-laws, under other agreements, or otherwise.
        

       

      11.    Continuation
        After Term; Binding Effect.
        Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased
        acting an Agent of the Company and the benefits hereof shall inure to the
        benefit of the heirs, executors and administrators of Indemnitee. The Company
        shall require and cause any successor (whether direct or indirect by purchase,
        merger, consolidation or otherwise) to all, substantially all or a substantial
        part, of the business and/or assets of the Company, by written agreement
        in form
        and substance satisfactory to the Indemnitee, expressly to assume and agree
        to
        perform this Agreement in the same manner and to the same extent that the
        Company would be required to perform if no such succession had taken place.
        

       

      12.    Interpretation
        of Agreement.
        This
        Agreement shall be interpreted and enforced so as to provide indemnification
        to
        Indemnitee to the fullest extent now or hereafter permitted by law.


       

      13.    Severability.
        If any
        provision or provisions of this Agreement shall be held to be invalid, illegal
        or unenforceable, provisions of the Agreement shall not in any way be affected
        or impaired thereby, and to the fullest extent possible, the provisions of
        this
        Agreement shall be construed or altered by the court so as to remain enforceable
        and to provide Indemnitee with as many of the benefits contemplated hereby
        as
        are permitted under law. 

       

      14.    Counterparts,
        Modification and Waiver.
        This
        Agreement may be signed in counterparts. This Agreement constitutes a separate
        agreement between the Company and Indemnitee and may be supplemented or amended
        as to Indemnitee only by a written instrument signed by the Company and
        Indemnitee, with such amendment binding only the Company and Indemnitee.
        All
        waivers must be in a written document signed by the party to be charged.
        No
        waiver of any of the provisions of this Agreement shall be implied by the
        conduct of the parties. A waiver of any right hereunder shall not constitute
        a
        waiver of any other right hereunder. 

       


      
        
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            AGREEMENT: ______________

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      15.    Notices.
        All
        notices, demands, consents, requests, approvals and other communications
        required or permitted hereunder shall be in writing and shall be deemed to
        have
        been properly given if hand delivered (effective upon receipt or when refused),
        or if sent by a courier freight prepaid (effective upon receipt or when
        refused), in the case of the Company, at the addresses listed below, or to
        such
        other addresses as the parties may notify each other in writing. 

       

      
        	
                To
                  Company:

                 

              	
                Waste
                  Connections, Inc.

                35
                  Iron Point Circle, Suite 200

                Folsom,
                  California 95630

                Attention:
                  President

                 

              
	
                To
                  Indemnitee:

                 

              	
                At
                  the Indemnitee’s residence address and facsimile number on the records of
                  the Company from time to time.

              


      

       

      16.    Evidence
        of Coverage.
        Upon
        request by Indemnitee, the Company shall provide evidence of the liability
        insurance coverage required by this Agreement. The Company shall promptly
        notify
        Indemnitee of any change in the Company’s D&O Insurance coverage.


       

      17.    Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the internal
        laws of the State of Delaware. 

       

      18.    Consent
        to Jurisdiction.
        The
        Company and Indemnitee each hereby irrevocably consent to the jurisdiction
        of
        the courts of the State of Delaware for all purposes in connection with any
        action or proceeding which arises out of or relates to this Agreement
and
        agree that any action instituted under this Agreement shall be commenced,
        prosecuted and continued only in the Court of Chancery of the State of Delaware
        in and for New Castle County, which shall be the exclusive and only proper
        forum
        for adjudicating such a claim.
        

       

      19.    No
        Construction as Employment Agreement.
        Nothing
        contained in this Agreement shall be construed as giving Indemnitee any right
        to
        be retained in the employ of the Company or any of its subsidiaries or
        affiliated entities. 

       

      [Signatures
        appear on the following page.]


      
        
          INDEMNIFICATION
            AGREEMENT: ______________

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      IN
        WITNESS WHEREOF,
        the
        parties hereto have entered into this Indemnification Agreement effective
        as of
        the date first above written. 

       

      
        	 	
                WASTE
                  CONNECTIONS, INC.

                 

                 

                 

                By: ________________________________

                       
                  Ronald J. Mittelstaedt, President and

                       
                  Chief Executive Officer

              
	 	 
	 	
                INDEMNITEE:

                 

                 

                ______________________________________

                Printed

                Name: ________________________________

              


      

      


       

      
 

       

       

      INDEMNIFICATION
        AGREEMENT:
        ______________

       

      S-1