Exhibit 10.27
 Waste Connections, Inc.   Master Plan Document
 Waste Connections, Inc.
Nonqualified Deferred Compensation Plan




---



##### 



Waste Connections, Inc.   Master Plan Document
  PageARTICLE 1 Definitions
    
    
    1ARTICLE 2 Selection, Enrollment, Eligibility
    
    
    82.1 Selection by Committee
    
    
    82.2 Enrollment and Eligibility Requirements; Commencement of Participation
    
    
    8ARTICLE 3 Deferral Commitments/Company
Contribution Amounts/Company Restoration Matching Amounts/ Vesting/Crediting/Taxes
    
    
    93.1 Minimum Deferrals
    
    
    93.2 Maximum Deferral
    
    
    93.3 Election to Defer; Effect of Election Form
    
    
    103.4 Withholding and Crediting of Annual Deferral A
    
    
    113.5 Company Contribution Amount
    
    
    113.6 Company Restoration Matching Amount
    
    
    113.7 Crediting of Amounts after Benefit Distribution
    
    
    123.8 Vesting
    
    
    123.9 Crediting/Debiting of Account Balances
    
    
    123.10 FICA and Other Taxes
    
    
    14ARTICLE 4 Scheduled Distribution; Unforeseeable Emergencies
    
    
    154.1 Scheduled Distribution
    
    
    154.2 Postponing Scheduled Distributions
    
    
    164.3 Other Benefits Take Precedence Over Scheduled Distributions
    
    
    164.4 Unforeseeable Emergencies
    
    
    16ARTICLE 5 Change in Control Benefit
    
    
    175.1 Change in Control Benefit
    
    
    175.2 Payment of Change in Control Benefit
    
    
    17ARTICLE 6 Retirement Benefit
    
    
    176.1 Retirement Benefit
    
    
    176.2 Payment of Retirement Benefit
    
    
    17ARTICLE 7 Termination Benefit
    
    
    187.1 Termination Benefit
    
    
    187.2 Payment of Termination Benefit
    
    
    18
  i




---



##### 



Waste Connections, Inc.   Master Plan Document
 PageARTICLE 8 Disability Benefit
    
    
    188.1 Disability Benefit
    
    
    188.2 Payment of Disability Benefit
    
    
    18ARTICLE 9 Death Benefit
    
    
    199.1 Death Benefit
    
    
    199.2 Payment of Death Benefit
    
    
    19ARTICLE 10 Beneficiary Designation
    
    
    1910.1 Beneficiary
    
    
    1910.2 Beneficiary Designation; Change; Spousal Consent
    
    
    1910.3 Acknowledgment
    
    
    1910.4 No Beneficiary Designation
    
    
    2010.5 Doubt as to Beneficiary
    
    
    2010.6 Discharge of Obligations
    
    
    20ARTICLE 11 Termination of Plan, Amendment or Modification
    
    
    2011.1 Termination of Plan
    
    
    2011.2 Amendment
    
    
    2011.3 Plan Agreement
    
    
    2111.4 Effect of Payment
    
    
    21ARTICLE 12 Administration
    
    
    2112.1 Committee Duties
    
    
    2112.2 Administration Upon Change In Control
    
    
    2112.3 Agents
    
    
    2212.4 Binding Effect of Decisions
    
    
    2212.5 Indemnity of Committee
    
    
    2212.6 Employer Information
    
    
    22ARTICLE 13 Other Benefits and Agreements
    
    
    2313.1 Coordination with Other Benefits
    
    
    23ARTICLE 14 Claims Procedures
    
    
    2314.1 Presentation of Claim
    
    
    2314.2 Notification of Decision
    
    
    2314.3 Review of a Denied Claim
    
    
    2414.4 Decision on Review
    
    
    2414.5 Legal Action
    
    
    24
  ii




---



##### 



Waste Connections, Inc.   Master Plan Document
 PageARTICLE 15 Trust
    
    
    2415.1 Establishment of the Trust
    
    
    2415.2 Interrelationship of the Plan and the Trust
    
    
    2415.3 Distributions From the Trust
    
    
    25ARTICLE 16 Miscellaneous
    
    
    2516.1 Status of Plan
    
    
    2516.3 Employers
    
    
    2516.4 Nonassignability
    
    
    2516.5 Not
    
    
    2516.6 Furnishing
    
    
    2616.7 Terms
    
    
    2616.8 Captions
    
    
    2616.9 Governing
    
    
    2616.10 Notice
    
    
    2616.11 Successors
    
    
    2616.12 Spouses
    
    
    2616.13 Validity
    
    
    2616.14 Incompetent
    
    
    2716.15 Court
    
    
    2716.16 Distribution
    
    
    2716.17 Deduction
    
    
    27APPENDIX A
    
    
    30LIMITED TRANSITION RELIEF MADE AVAILABLE IN ACCORDANCE WITH CODE
SECTION 409A AND RELATED TREASURY GUIDANCE AND REGULATIONS
    
    
    30
  iii




---



##### 



Waste Connections, Inc.   Master Plan Document
 WASTE CONNECTIONS, INC.
NONQUALIFIED DEFERRED COMPENSATION PLAN
 Purpose
   ARTICLE 1
Definitions
  1.1
    
    Account Balance shall mean, with respect to a Participant, an entry on the records of the
Employer equal to the sum of (i) the Deferral Account balance, (ii) the Company Contribution
Account balance, and (iii) the Company Restoration Matching Account balance. The Account
Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant, or his or her
designated Beneficiary, pursuant to this Plan.
 1.2
    
    Annual Deferral Amount shall mean that portion of a Participants Base Salary, Bonus,
Commissions, Director Fees, LTIP Amounts and Company Common Stock issuable pursuant to
Restricted Stock Unit Awards that a Participant defers in accordance with Article 3 for any
one Plan Year, without regard to whether such amounts are withheld and credited during such
Plan Year. In the event of a Participants Retirement, Disability, death or Separation from
Service prior to the end of a Plan Year, such years Annual Deferral Amount shall be the
actual amount withheld prior to such event.
  1




---



##### 



Waste Connections, Inc.   Master Plan Document
 1.3
    
    Annual Installment Method shall be an annual installment payment over the number of years
selected by the Participant in accordance with this Plan, calculated as follows: (i) for the
first annual installment, the Participants vested Account Balance shall be calculated as of
the close of business on or around the last day of the six-month period immediately following
the date on
which the Participant Retires, as determined by the Committee in its sole discretion, and
(ii) for remaining annual installments, the Participants vested Account Balance shall be
calculated on every anniversary of such calculation date, as applicable. Each annual
installment shall be calculated by multiplying this balance by a fraction, the numerator of
which is one and the denominator of which is the remaining number of annual payments due the
Participant. By way of example, if the Participant elects a ten (10) year Annual
Installment Method for the Retirement Benefit, the first payment shall be 1/10 of the vested
Account Balance, calculated as described in this definition. The following year, the
payment shall be 1/9 of the vested Account Balance, calculated as described in this
definition.
 1.4
    
    Base Salary shall mean the annual cash compensation relating to services performed during
any calendar year, excluding distributions from nonqualified deferred compensation plans,
bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive
payments, non-monetary awards, director fees and other fees, and automobile and other
allowances paid to a Participant for employment services rendered (whether or not such
allowances are included in the Employees gross income). Base Salary shall be calculated
before reduction for compensation voluntarily deferred or contributed by the Participant
pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to
include amounts not otherwise included in the Participants gross income under Code Sections
125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided,
however, that all such amounts will be included in compensation only to the extent that had
there been no such plan, the amount would have been payable in cash to the Employee.
 1.5
    
    Beneficiary shall mean one or more persons, trusts, estates or other entities, designated
in accordance with Article 10, that are entitled to receive benefits under this Plan upon the
death of a Participant.
 1.6
    
    Beneficiary Designation Form shall mean the form established from time to time by the
Committee that a Participant completes, signs and returns to the Committee to designate one or
more Beneficiaries.
 1.7
    
    Benefit Distribution Date shall mean the date that triggers distribution of a Participants
vested Account Balance. A Participants Benefit Distribution Date shall be determined upon
the occurrence of any one of the following:
 (a)
    
    If the Participant Retires, his or her Benefit Distribution Date shall be the
last day of the six-month period immediately following the date on which the
Participant Retires; provided, however, in the event the Participant changes his or her
Retirement Benefit election in accordance with Section 6.2 (b), his or her Benefit
Distribution Date shall be postponed in accordance with Section 6.2 (b); or
 (b)
    
    If the Participant experiences a Separation from Service, his or her Benefit
Distribution Date shall be the last day of the six-month period immediately following
the date on which the Participant experiences a Separation from Service; or
 (c)
    
    The date on which the Committee is provided with proof that is satisfactory to
the Committee of the Participants death, if the Participant dies prior to the complete
distribution of his or her vested Account Balance; or
 (d)
    
    The date on which the Participant becomes Disabled; or
  2




---



##### 



Waste Connections, Inc.   Master Plan Document
 (e)
    
    The date on which the Company experiences a Change in Control, as determined by
the Committee in its sole discretion, if (i) the Participant has elected to receive a
Change in Control Benefit, as set forth in Section 5.2 below, and (ii) if a Change in
Control occurs prior to the Participants Separation from Service, Retirement, death or
Disability.
 1.8
    
    Board shall mean the board of directors of the Company.
 1.9
    
    Bonus shall mean any compensation, in addition to Base Salary, Commissions and LTIP
Amounts, earned by a Participant for services rendered during a Plan Year, under any
Employers annual bonus and cash incentive plans.
 1.10
    
    Change in Control shall mean the occurrence of a change in the ownership, a change in
the effective control or a change in the ownership of a substantial portion of the assets
of a corporation, as determined in accordance with this Section.
   (a)
    
    A change in the ownership of the applicable corporation shall occur on the
date on which any one person, or more than one person acting as a group, acquires
ownership of stock of such corporation that, together with stock held by such person or
group, constitutes more than 50% of the total fair market value or total voting power
of the stock of such corporation, as determined in accordance with Treas. Reg. Section
1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of
the total fair market value or total voting power of the stock of such corporation, or
to have effective control of such corporation within the meaning of part (b) of this
Section, and such person or group acquires additional stock of such corporation, the
acquisition of additional stock by such person or group shall not be considered to
cause a change in the ownership of such corporation.
 (b)
    
    A change in the effective control of the applicable corporation shall occur
on either of the following dates:
 (i)
    
    The date on which any one person, or more than one person acting
as a group, acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such person or persons) ownership of
stock of such corporation possessing 50% or more of the total voting power of
the stock of such corporation, as determined in accordance with Treas. Reg.
Section 1.409A-3(i)(5)(vi). If a person or group is considered to possess 50%
or more of the total voting power of the stock of a corporation, and such person
or group acquires additional stock of such corporation, the acquisition of
additional stock by such
person or group shall not be considered to cause a change in the effective
control of such corporation; or
  3




---



##### 



Waste Connections, Inc.   Master Plan Document
 (ii)
    
    The date on which a majority of the members of the applicable
corporations board of directors is replaced during any 12-month period by
directors whose appointment or election is not endorsed by a majority of the
members of such corporations board of directors before the date of the
appointment or election, as determined in accordance with Treas. Reg. Section
1.409A-3(i)(5)(vi). In determining whether the event described in the preceding
sentence has occurred, the applicable corporation to which the event must relate
shall only include a corporation identified in accordance with Treas. Reg.
Section 1.409A-3(i)(5)(ii) for which no other corporation is a majority
shareholder.
  1.11
    
    Change in Control Benefit shall have the meaning set forth in Article 5.
 1.12
    
    Claimant shall have the meaning set forth in Section 14.1.
 1.13
    
    Code shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.
 1.14
    
    Commissions shall mean the cash commissions earned by a Participant from any Employer for
services rendered during a Plan Year, excluding Bonus, LTIP Amounts or other additional
incentives or awards earned by the Participant.
 1.15
    
    Committee shall mean the committee described in Article 12.
 1.16
    
    Company shall mean Waste Connections, Inc., a Delaware corporation, and any successor to
all or substantially all of the Companys assets or business.
 1.17
    
    Company Contribution Account shall mean (i) the sum of the Participants Company
Contribution Amounts, plus (ii) amounts credited or debited to the Participants Company
Contribution Account in accordance with this Plan, less (iii) all distributions made to the
Participant or his or her Beneficiary pursuant to this Plan that relate to the Participants
Company Contribution Account.
 1.18
    
    Company Contribution Amount shall mean, for any one Plan Year, the amount determined in
accordance with Section 3.5.
 1.19
    
    Company Restoration Matching Account shall mean (i) the sum of all of a Participants
Company Restoration Matching Amounts, plus (ii) amounts credited or debited to the
Participants Company Restoration Matching Account in accordance with this Plan, less (iii)
all
distributions made to the Participant or his or her Beneficiary pursuant to this Plan that
relate to the Participants Company Restoration Matching Account.
  4




---



##### 



Waste Connections, Inc.   Master Plan Document
 1.20
    
    Company Restoration Matching Amount shall mean, for any one Plan Year, the amount
determined in accordance with Section 3.6.
 1.21
    
    Death Benefit shall mean the benefit set forth in Section 9.1.
 1.22
    
    Deduction Limitation shall mean the limitation on a benefit that may otherwise be
distributable pursuant to the provisions of this Plan, as set forth in Section 16.17.
 1.23
    
    Deferral Account shall mean (i) the sum of all of a Participants Annual Deferral Amounts,
plus (ii) amounts credited or debited to the Participants Deferral Account in accordance with
this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary
pursuant to this Plan that relate to his or her Deferral Account.
 1.24
    
    Director shall mean any member of the board of directors of any Employer.
 1.25
    
    Director Fees shall mean the annual fees earned by a Director from any Employer, including
retainer fees and meetings fees, as compensation for serving on the board of directors.
 1.26
    
    Disability or Disabled shall mean that a Participant is (i) unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, receiving income replacement benefits
for a period of not less than 3 months under an accident or health plan covering employees of
the Participants Employer.
 1.27
    
    Disability Benefit shall mean the benefit set forth in Article 8.
 1.28
    
    Election Form shall mean the form established from time to time by the Committee that a
Participant completes, signs and returns to the Committee to make an election under the Plan,
whether in a paper or electronic format.
 1.29
    
    Employee shall mean a person who is an employee of any Employer.
 1.30
    
    Employer(s) shall mean the Company and/or any of its subsidiaries (now in existence or
hereafter formed or acquired) that have been selected by the Board to participate in the Plan
and have adopted the Plan as a sponsor.
 1.31
    
    ERISA shall mean the Employee Retirement Income Security Act of 1974, as it may be amended
from time to time.
 1.32
    
    First Plan Year shall mean the period beginning July 1, 2004 and ending December 31, 2004.
 1.33
    
    LTIP Amounts shall mean any portion of the compensation attributable to a Plan Year that is
earned by a Participant as an Employee under any Employers long-term incentive plan or any
other long-term incentive arrangement designated by the Committee.
 1.34
    
    Participant shall mean any Employee or Director (i) who is selected to participate in the
Plan, (ii) who submits an executed Plan Agreement, Election Form and Beneficiary Designation
Form, which are accepted by the Committee, and (iii) whose Plan Agreement has not terminated.
  5




---



##### 



Waste Connections, Inc.   Master Plan Document
 1.35
    
    Plan shall mean the Waste Connections, Inc. Nonqualified Deferred Compensation Plan, which
shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from
time to time.
 1.36
    
    Plan Agreement shall mean a written agreement, as may be amended from time to time, which
is entered into by and between an Employer and a Participant. Each Plan Agreement executed by
a Participant and the Participants Employer shall provide for the entire benefit to which
such Participant is entitled under the Plan; should there be more than one Plan Agreement, the
Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all
previous Plan Agreements in their entirety and shall govern such entitlement. The terms of
any Plan Agreement may be different for any Participant, and any Plan Agreement may provide
additional benefits not set forth in the Plan or limit the benefits otherwise provided under
the Plan; provided, however, that any such additional benefits or benefit limitations must be
agreed to by both the Employer and the Participant.
 1.37
    
    Plan Year shall,except for the First Plan Year,mean a period beginning on January 1 of
each calendar year and continuing through December 31 of such calendar year.
 1.38
    
    Restricted Stock Unit Award shall mean an incentive award relating to the Companys Common
Stock made to a Participant in the form of an award of restricted stock units pursuant to the
Second Amended and Restated 2004 Equity Incentive Plan (as amended and restated), as may be
amended from time to time, or other applicable stock-based incentive plan maintained by the
Company.
 1.39
    
    Retirement, Retire(s) or Retired shall mean, with respect to an Employee, Separation
from Service on or after the Employees attainment of age fifty-five (55) with five (5) Years
of Service; and shall mean with respect to a Director who is not an Employee, Separation from
Service after the Directors attainment of age fifty-five (55). If a Participant is both an
Employee and a Director, Retirement shall not occur until he or she Retires as both an
Employee and a Director.
 1.40
    
    Retirement Benefit shall mean the benefit set forth in Article 6.
 1.41
    
    Scheduled Distribution shall mean the distribution set forth in Section 4.1.
 1.42
    
    Separation from Service shall mean a termination of services provided by a Participant to
his or her Employer, whether voluntarily or involuntarily, other than by reason of death or
Disability, as determined by the Committee in accordance with Treas. Reg. Section 1.409A-1(h).
In determining whether a Participant has experienced a Separation from Service, the following
provisions shall apply:
 (a)
    
    For a Participant who provides services to an Employer as an Employee, except
as otherwise provided in part (c) of this Section, a Separation from Service shall
occur when such Participant has experienced a termination of employment with such
Employer. A Participant shall be considered to have experienced a termination of
employment when the facts and circumstances indicate that the Participant and his or
her Employer reasonably anticipate that either (i) no further services will be
performed for the Employer after a certain date, or (ii) that the level of bona fide
services the Participant will perform for the Employer after such date (whether as an
Employee or as an independent contractor) will permanently decrease to no more than 20%
of the average
level of bona fide services performed by such Participant (whether as an Employee or
an independent contractor) over the immediately preceding 36-month period (or the
full period of services to the Employer if the Participant has been providing
services to the Employer less than 36 months).
  6




---



##### 



Waste Connections, Inc.   Master Plan Document
  (b)
    
    For a Participant who provides services to an Employer as an independent
contractor, except as otherwise provided in part (c) of this Section, a Separation from
Service shall occur upon the expiration of the contract (or in the case of more than
one contract, all contracts) under which services are performed for such Employer,
provided that the expiration of such contract(s) is determined by the Committee to
constitute a good-faith and complete termination of the contractual relationship
between the Participant and such Employer.
 (c)
    
    For a Participant who provides services to an Employer as both an Employee and
an independent contractor (including as a Director),a Separation from Service
generally shall not occur until the Participant has ceased providing services for such
Employer both as an Employee and as an independent contractor, as determined in
accordance with the provisions set forth in parts (a) and (b) of this Section,
respectively. Similarly, if a Participant either (i) ceases providing services for an
Employer as an independent contractor and begins providing services for such Employer
as an Employee, or (ii) ceases providing services for an Employer as an Employee and
begins providing services for such Employer as an independent contractor, the
Participant will not be considered to have experienced a Separation from Service until
the Participant has ceased providing services for such Employer in both capacities, as
determined in accordance with the applicable provisions set forth in parts (a) and (b)
of this Section.
 1.43
    
    Stock Equivalent Account refers to the subaccount of a Participants Deferral Account that
is deemed invested in the Companys Common Stock.
 1.44
    
    Supplemental Survivor Benefit shall mean the benefit set forth in Section 9.3.
 1.45
    
    Terminate the Plan, Termination of the Plan shall mean a determination by an Employers
board of directors that (i) all of its Participants shall no longer be eligible to
participate in the Plan, (ii) no new deferral elections for such Participants shall be
permitted, and (iii) such Participants shall no longer be eligible to receive company
contributions under this Plan.
 1.46
    
    Termination Benefit shall mean the benefit set forth in Article 7.
 1.47
    
    Trust shall mean one or more trusts established by the Company in accordance with Article
15.
  7




---



##### 



Waste Connections, Inc.   Master Plan Document
 1.48
    
    Unforeseeable Emergency shall mean a severe financial hardship of the Participant or his
or her Beneficiary resulting from (i) an illness or accident of the Participant or
Beneficiary, the Participants or Beneficiarys spouse, or the Participants or Beneficiarys
dependent (as defined in Code Section 152(a)), (ii) a loss of the Participants or
Beneficiarys property due to casualty, or (iii) such other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the
Participant or the Participants Beneficiary, all as determined in the sole discretion of the
Committee.
 1.49
    
    Years of Service shall mean for an Employee, the total number of full years in which a
Participant has been employed by one or more Employers. For purposes of this definition, a
year of employment shall be a 365 day period (or 366 day period in the case of a leap year)
that, for the first year, commences on the Employees date of hiring and that, for any
subsequent year, commences on an anniversary of that date. The Committee shall make a
determination as to whether any partial year of employment shall be counted as a Year of
Service.
 ARTICLE 2
Selection, Enrollment, Eligibility
 2.1
    
    Selection by Committee. Participation in the Plan shall be limited to a select group
of management and highly compensated Employees and Directors of the Employer, as determined by
the Committee in its sole discretion. From that group, the Committee shall select, in its
sole discretion, Employees and Directors to participate in the Plan.
 2.2
    
    Enrollment and Eligibility Requirements; Commencement of Participation.
 (a)
    
    As a condition to participation, each Employee or Director who is eligible to
participate in the Plan effective as of the first day of a Plan Year and elects to
participate in the Plan, shall complete, execute and return to the Committee a Plan
Agreement, an Election Form and a Beneficiary Designation Form, prior to the first day
of such Plan Year, or such other earlier deadline as may be established by the
Committee in its sole discretion. In addition, the Committee shall establish from time
to time such other enrollment requirements as it determines in its sole discretion are
necessary.
 (b)
    
    As a condition to participation, each Employee or Director who becomes eligible
to participate in the Plan effective after the first day of a Plan Year and elects to
participate in the Plan, or each Employee or Director who is selected to participate
for the First Plan Year of the Plan itself and elects to participate in the Plan, shall
complete, execute and return to the Committee a Plan Agreement, an Election Form and a
Beneficiary Designation Form, all within thirty (30) days after such Employees or
Directors eligibility to participate in the Plan becomes effective. In addition, the
Committee shall establish from time to time such other enrollment requirements as it
determines in its sole discretion are necessary.
 (c)
    
    Each Employee or Director who is eligible to participate in the Plan shall
commence participation in the Plan on the date that the Committee determines, in its
sole discretion, that the Employee or Director has met all enrollment requirements set
forth in this Plan and required by the Committee, including returning all required
documents to the Committee within the specified time period. Notwithstanding the
foregoing, the Committee shall process such Participants deferral election as soon as
administratively practicable after such deferral election is submitted to and accepted
by the Committee.
  8




---



##### 



Waste Connections, Inc.   Master Plan Document
 (d)
    
    If an Employee or a Director fails to meet all requirements contained in this
Section within the period required, that Employee or Director shall not be eligible to
participate in the Plan during such Plan Year.
 ARTICLE 3  Deferral Commitments/Company Contribution Amounts/Company Restoration Matching
Amounts/Vesting/Crediting/Taxes
 3.1
    
    Minimum Deferrals.
 (a)
    
    Annual Deferral Amount. For each Plan Year, a Participant may elect to
defer, as his or her Annual Deferral Amount, Base Salary, Bonus, Commissions, LTIP
Amounts, Restricted Stock Unit Awards and/or Director Fees in the following minimum
percentages or amounts for each deferral elected:
 Deferral
    
    Minimum AmountBase Salary, Bonus, Commissions
and/or
LTIP Amounts
    
    
    2
    %Restricted Stock Unit Awards
    
    The greater of 50% or 500 SharesDirector Fees
    
    
    2
    %
  3.2
    
    Maximum Deferral.
 (a)
    
    Annual Deferral Amount. For each Plan Year, a Participant may elect to
defer, as his or her Annual Deferral Amount, Base Salary, Bonus, Commissions, LTIP
Amounts, Restricted Stock Unit Awards and/or Director Fees up to the following maximum
percentages for each deferral elected:
 Deferral
    
    Maximum PercentageBase Salary
    
    
    80
    %Bonus
    
    
    100
    %Commissions
    
    
    100
    %LTIP Amounts
    
    
    100
    %Restricted Stock Unit Awards
    
    
    100
    %Director Fees
    
    
    100
    %
  9




---



##### 



Waste Connections, Inc.   Master Plan Document
 (b)
    
    Short Plan Year. Notwithstanding the foregoing, if a Participant first
becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral
Amount shall be limited to the amount of compensation not yet earned by the Participant
as of the date the Participant submits a Plan Agreement and Election Form to the
Committee for acceptance, except to the extent permissible under Code Section 409A and
related Treasury guidance or Regulations. For compensation that is earned based upon a
specified performance period, the Participants deferral election will apply to the
portion of such compensation that is equal to (i) the total amount of compensation for
the performance period, multiplied by (ii) a fraction, the numerator of which is the
number of days remaining in the service period after the Participants deferral
election is made, and the denominator of which is the total number of days in the
performance period.
 3.3
    
    Election to Defer; Effect of Election Form.
 (a)
    
    First Plan Year. In connection with a Participants commencement of
participation in the Plan, the Participant shall make an irrevocable deferral election
for the Plan Year in which the Participant commences participation in the Plan, along
with such other elections as the Committee deems necessary or desirable under the Plan.
For these elections to be valid, the Election Form must be completed and signed by the
Participant, timely delivered to the Committee (in accordance with Section 2.2 above)
and accepted by the Committee.
 (b)
    
    General Timing Rule for Deferral Elections in Subsequent Plan Years.
For each succeeding Plan Year, a Participant may elect to defer Base Salary, Bonus,
Commissions, Director Fees, LTIP Amounts and Company Common Stock issuable pursuant to
Restricted Stock Unit Awards, and make such other elections as the Committee deems
necessary or desirable under the Plan, by timely delivering a new Election Form to the
Committee, in accordance with its rules and procedures, before the December
31st preceding the Plan Year in which such compensation is earned, or before
such other deadline established by the Committee in accordance with the requirements of
Code Section 409A and related Treasury guidance or Regulations.
  (c)
    
    Performance-Based Compensation.Notwithstanding the foregoing, the
Committee may, in its sole discretion, determine that an irrevocable deferral election
pertaining to performance-based compensation based on services performed over a
period of at least
twelve (12) months, may be made by timely delivering an Election Form to the
Committee, in accordance with its rules and procedures, no later than six (6) months
before the end of the performance service period. Performance-based compensation
shall be compensation, the payment or amount of which is contingent on
pre-established organizational or individual performance criteria, which satisfies
the requirements of Code Section 409A and related Treasury guidance or Regulations.
In order to be eligible to make a deferral election for performance-based
compensation, a Participant must perform services continuously from a date no later
than the date upon which the performance criteria for such compensation are
established through the date upon which the Participant makes a deferral election for
such compensation. In no event shall an election to defer performance-based
compensation be permitted after such compensation has become both substantially
certain to be paid and readily ascertainable.
  10




---



##### 



Waste Connections, Inc.   Master Plan Document
 (d)
    
    Compensation Subject to Risk of Forfeiture. With respect to
compensation (i) to which a Participant has a legally binding right to payment in a
subsequent year, and (ii) that is subject to a forfeiture condition requiring the
Participants continued services for a period of at least twelve (12) months from the
date the Participant obtains the legally binding right, the Committee may, in its sole
discretion, determine that an irrevocable deferral election for such compensation may
be made by timely delivering an Election Form to the Committee in accordance with its
rules and procedures, no later than the 30th day after the Participant obtains the
legally binding right to the compensation, provided that the election is made at least
twelve (12) months in advance of the earliest date at which the forfeiture condition
could lapse.
 3.4
    
    Withholding and Crediting of Annual Deferral Amounts. For each Plan Year, the Base
Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled
Base Salary payroll in equal amounts, as adjusted from time to time for increases and
decreases in Base Salary. The Bonus, Commissions, LTIP Amounts, Restricted Stock Unit Award
and/or Director Fees portion of the Annual Deferral Amount shall be withheld at the time the
Bonus, Commissions, LTIP Amounts, Director Fees or Company Common Stock issuable pursuant to
Restricted Stock Unit Awards are or otherwise would be paid to the Participant, whether or not
this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to a
Participants Deferral Account at the time such amounts would otherwise have been paid to the
Participant.
 3.5
    
    Company Contribution Amount.
 (a)
    
    For each Plan Year, an Employer may be required to credit amounts to a
Participants Company Contribution Account in accordance with employment or other
agreements entered into between the Participant and the Employer. Such amounts shall
be credited on the date or dates prescribed by such agreements.
 (b)
    
    For each Plan Year, an Employer, in its sole discretion, may, but is not
required to, credit any amount it desires to any Participants Company Contribution
Account under this Plan, which amount shall be for that Participant the Company
Contribution Amount for that Plan Year. The amount so credited to a Participant may be
smaller or larger than the amount credited to any other Participant, and the amount
credited to any Participant for a Plan Year may be zero, even though one or more other
Participants receive a Company
Contribution Amount for that Plan Year. The Company Contribution Amount described in
this Section 3.5(b), if any, shall be credited on a date or dates to be determined by
the Committee, in its sole discretion.
 3.6
    
    Company Restoration Matching Amount. A Participants Company Restoration Matching
Amount for any Plan Year shall be an amount determined by the Committee, in its sole
discretion, to make up for certain limits applicable to the 401(k) Plan or other qualified
plan for such Plan Year, as identified by the Committee, or for such other purposes as
determined by the Committee in its sole discretion. The amount so credited to a Participant
under this Plan for any Plan Year (i) may be smaller or larger than the amount credited to any
other Participant, and (ii) may differ from the amount credited to such Participant in the
preceding Plan Year. The Participants Company Restoration Matching Account, if any, shall be
credited on a date or dates to be determined by the Committee, in its sole discretion.
  11




---



##### 



Waste Connections, Inc.   Master Plan Document
 3.7
    
    Crediting of Amounts after Benefit Distribution. Notwithstanding any provision in
this Plan to the contrary, should the complete distribution of a Participants vested Account
Balance occur prior to the date on which any portion of (i) the Annual Deferral Amount that a
Participant has elected to defer in accordance with Section 3.3, (ii) the Company Contribution
Amount, or (iii) the Company Restoration Matching Amount, would otherwise be credited to the
Participants Account Balance, such amounts shall not be credited to the Participants Account
Balance, but shall be paid to the Participant in a manner determined by the Committee, in its
sole discretion.
 3.8
    
    Vesting. A Participant shall at all times be 100% vested in his or her Deferral
Account, Company Contribution Account and Company Restoration Matching Account.
 3.9
    
    Crediting/Debiting of Account Balances. In accordance with, and subject to, the
rules and procedures that are established from time to time by the Committee, in its sole
discretion, amounts shall be credited or debited to a Participants Account Balance in
accordance with the following rules:
 (a)
    
    Measurement Funds. Subject to the restrictions found in this Section
3.9, a Participant may elect one or more of the measurement funds selected by the
Committee, in its sole discretion, which are based on certain mutual funds (the
Measurement Funds), for the purpose of crediting or debiting additional amounts to
his or her Account Balance. As necessary, the Committee may, in its sole discretion,
discontinue, substitute or add a Measurement Fund. Each such action will take effect
as of the first day of the first calendar quarter that begins at least thirty (30) days
after the day on which the Committee gives Participants advance written notice of such
change, or if necessary to comply with applicable tax law, including but not limited to
guidance issued after the effective date of this Plan, such other date designated by
the Committee, in its sole discretion. The portion of the Annual Deferral Amount
deferred with respect to Restricted Stock Unit Awards shall only be deemed invested in
the Companys Common Stock and recorded in the Stock Equivalent Account.
 (b)
    
    Election of Measurement Funds. A Participant, in connection with his
or her initial deferral election in accordance with Section 3.3(a) above, shall elect,
on the Election
Form, one or more Measurement Fund(s) (as described in Section 3.9(a) above) to be
used to determine the amounts to be credited or debited to his or her Account
Balance. If a Participant does not elect any of the Measurement Funds as described
in the previous sentence, the Participants Account Balance shall automatically be
allocated into the lowest-risk Measurement Fund, as determined by the Committee, in
its sole discretion. The Participant may (but is not required to) elect, by
submitting an Election Form to the Committee that is accepted by the Committee, to
add or delete one or more Measurement Fund(s) to be used to determine the amounts to
be credited or debited to his or her Account Balance, or to change the portion of his
or her Account Balance allocated to each previously or newly elected Measurement
Fund. If an election is made in accordance with the previous sentence, it shall
apply as of the first business day deemed reasonably practicable by the Committee, in
its sole discretion, and shall continue thereafter for each subsequent day in which
the Participant participates in the Plan, unless changed in accordance with the
previous sentence. Notwithstanding any of the forgoing, amounts credited or debited
to a Participants Account Balance with respect to Restricted Stock Unit Awards shall
only be deemed invested in the Companys Common Stock and recorded in the Stock
Equivalent Account.
  12




---



##### 



Waste Connections, Inc.   Master Plan Document
 (c)
    
    Proportionate Allocation. In making any election described in Section
3.9(b) above, the Participant shall specify on the Election Form, in increments of one
percent (1%), the percentage of his or her Account Balance or Measurement Fund, as
applicable, to be allocated/reallocated. Notwithstanding the forgoing, one hundred
percent (100%) of the amounts credited or debited to a Participants Account Balance
with respect to Restricted Stock Unit Awards shall be recorded in the Participants
Stock Equivalent Account.
 (d)
    
    Crediting or Debiting Method. The performance of each Measurement Fund
and the Participants Stock Equivalent Account (either positive or negative) will be
determined by the Committee, in its sole discretion, on a daily basis based on the
manner in which such Participants Account Balance has been hypothetically allocated
among the Participants Stock Equivalent Account and the Measurement Funds elected by
the Participant.
 (e)
    
    No Actual Investment. Notwithstanding any other provision of this Plan
that may be interpreted to the contrary, the Measurement Funds are to be used for
measurement purposes only, and a Participants election of any such Measurement Fund,
the allocation of his or her Account Balance thereto, the calculation of additional
amounts and the crediting or debiting of such amounts to a Participants Account
Balance shall not be considered or construed in any manner as an actual
investment of his or her Account Balance in any such Measurement Fund. In the event
that the Company or the Trustee (as that term is defined in the Trust), in its own
discretion, decides to invest funds in any or all of the investments on which the
Measurement Funds are based or in the Companys Common Stock, no Participant shall have
any rights in or to such investments themselves. Without limiting the foregoing, a
Participants Account Balance, including the Stock Equivalent Account, shall at all
times be a bookkeeping entry only and shall not represent any investment made on his or
her behalf by the Company or the Trust; the Participant shall at all times remain an
unsecured creditor of the Company.
 (f)
    
    Stock Equivalent Account. Any amounts credited to a Participants
Stock Equivalent Account are to be used for measurement purposes only. The amounts
allocated to a Participants Stock Equivalent Account, any Account Balance therein, or
any additional amounts credited or debited to a Participants Stock Equivalent Account
shall not be considered or construed in any manner as an actual
investment of his or her Account Balance in any the Companys Common Stock. Fractional
common stock equivalents shall be computed to two decimal places. The number of shares
of common stock equivalent shares to be credited to the Stock Equivalent Account shall
be the number of shares of Common Stock which would otherwise have been payable under
the Restricted Stock Unit Award to the Participant on or after the vesting date but as
to which the Participant has elected to defer delivery pursuant to the terms of the
Plan, less any amounts withheld pursuant to Section 3.10. With respect to any dividend
or dividend equivalents made with respect to common stock equivalent shares deferred
pursuant to Restricted Stock Unit Awards, an amount equal to the number of common stock
equivalent shares multiplied by the dividend paid per share on the Companys common
stock on each dividend record date shall be credited to the Participants Deferral
Account and allocated into the Stock
  13




---



##### 



Waste Connections, Inc.   Master Plan Document
  3.10
    
    FICA and Other Taxes.
 (a)
    
    Annual Deferral Amounts. For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the Participants Employer(s)
shall withhold from that portion of the Participants Base Salary, Bonus, Commissions,
Restricted Stock Unit Award and/or LTIP Amounts that is not being deferred, in a manner
determined by the Employer(s), the Participants share of FICA and other employment
taxes on such Annual Deferral Amount. If necessary, the Committee may reduce the
Annual Deferral Amount in order to comply with this Section 3.10. The Committee may in
its sole discretion and in satisfaction of the foregoing withholding requirements elect
to have the Company withhold shares of the Companys Common Stock otherwise payable to
the Participant. The number of shares of the Companys Common Stock which may be so
withheld shall be limited to the number of shares which have a fair market value on the
date of withholding equal to the aggregate amount of such withholding tax liabilities
based on the minimum statutory withholding rates for FICA and other applicable
employment taxes purposes.
 (b)
    
    Company Restoration Matching Account and Company Contribution Account.
When a Participant becomes vested in a portion of his or her Company Restoration
Matching Account and/or Company Contribution Account, the Participants Employer(s)
shall withhold from that portion of the Participants Base Salary, Bonus, Commissions
and/or LTIP Amounts that is not deferred, in a manner determined by the Employer(s),
the Participants share of FICA and other employment taxes on such Company Restoration
Matching Amount and/or Company Contribution Amount. If necessary, the Committee may
reduce the vested portion of the Participants Company Restoration Matching Account or
Company Contribution Account, as applicable, in order to comply with this Section 3.10.
  14




---



##### 



Waste Connections, Inc.   Master Plan Document
 (c)
    
    Distributions. The Participants Employer(s), or the trustee of the
Trust, shall withhold from any payments made to a Participant under this Plan all
federal, state and local income, employment and other taxes required to be withheld by
the Employer(s), or the trustee of the Trust, in connection with such payments, in
amounts and in a manner to be determined in the sole discretion of the Employer(s) and
the trustee of the Trust. The Committee may in its sole discretion and in satisfaction
of the foregoing withholding requirements elect to have the Company withhold shares of
the Companys Common Stock otherwise payable to the Participant. The number of shares
of the Companys Common Stock which may be so withheld shall be limited to the number
of shares which have a fair market value on the date of withholding equal to the
aggregate amount of such withholding tax liabilities based on the minimum statutory
withholding rates for Federal, state and local income tax purposes.
 ARTICLE 4  Scheduled Distribution; Unforeseeable Emergencies
 4.1
    
    Scheduled Distribution.
 (a)
    
    In connection with each election to defer an Annual Deferral Amount, a
Participant may irrevocably elect to receive a Scheduled Distribution, in the form of a
lump sum payment, from the Plan with respect to all or a portion of (i) the Annual
Deferral Amount, (ii) the Company Contribution Amount, and (iii) the Company
Restoration Matching Amount. The Scheduled Distribution shall be a lump sum payment in
an amount that is equal to the portion of the Annual Deferral Amount, the vested
portion of the Company Contribution Amount and the vested portion of the Company
Restoration Matching Amount that the Participant elected to have distributed as a
Scheduled Distribution, plus amounts credited or debited in the manner provided in
Section 3.9 above on that amount, calculated as of the close of business on or around
the date on which the Scheduled Distribution becomes payable, as determined by the
Committee in its sole discretion.
 (b)
    
    Subject to the other terms and conditions of this Plan, each Scheduled
Distribution elected shall be paid out during a sixty (60) day period commencing
immediately after
the first day of any Plan Year designated by the Participant. The Plan Year
designated by the Participant must be at least three (3) Plan Years after the end of
the Plan Year to which the Participants deferral election described in Section 3.3
relates, unless otherwise provided on an Election Form approved by the Committee in
its sole discretion. By way of example, if a Scheduled Distribution is elected for
Annual Deferral Amounts, Company Contribution Amounts, and Company Restoration
Matching Amounts that are earned and/or contributed in the Plan Year commencing
January 1, 2004, the Scheduled Distribution would become payable during a sixty (60)
day period commencing January 1, 2008. Notwithstanding the language set forth above,
the Committee shall, in its sole discretion, adjust the amount distributable as a
Scheduled Distribution if any portion of the Company Contribution Amount or Company
Restoration Matching Amount is unvested on the Scheduled Distribution Date.
  15




---



##### 



Waste Connections, Inc.   Master Plan Document
 4.2
    
    Postponing Scheduled Distributions. A Participant may elect to postpone any lump
sum distribution described in Section 4.1 above, and have such amount paid out during a sixty
(60) day period commencing immediately after an allowable alternative distribution date
designated by the Participant in accordance with this Section 4.2. In order to make this
election, the Participant must submit a new Scheduled Distribution Election Form to the
Committee in accordance with the following criteria:
 (a)
    
    Such Scheduled Distribution Election Form must be submitted to and accepted by
the Committee at least twelve (12) months prior to the Participants previously
designated Scheduled Distribution Date; and
 (b)
    
    The new Scheduled Distribution Date selected by the Participant must be the
first day of a Plan Year, and must be at least five (5) years after the previously
designated Scheduled Distribution Date.
 (c)
    
    The election of the new Scheduled Distribution Date shall have no effect until
at least twelve (12) months after the date on which the election is made.
 4.3
    
    Other Benefits Take Precedence Over Scheduled Distributions. Should a Benefit
Distribution Date occur that triggers a benefit under Articles 5, 6, 7, 8, or 9, any Annual
Deferral Amount, Company Contribution Amount and/or Company Restoration Matching Amount, plus
amounts credited or debited thereon, that are subject to a Scheduled Distribution election
under Section 4.1 shall not be paid in accordance with Section 4.1, but shall be paid in
accordance with the other applicable Article. Notwithstanding the foregoing, the Committee
shall interpret this Section 4.3 in a manner that is consistent with Code Section 409A and
related Treasury guidance and Regulations.
 4.4
    
    Unforeseeable Emergencies.
 (a)
    
    If the Participant experiences an Unforeseeable Emergency, the Participant may
petition the Committee to receive a partial or full payout from the Plan, subject to
the provisions set forth below.
 (b)
    
    The payout, if any, from the Plan shall not exceed the lesser of (i) the
Participants vested Account Balance, calculated as of the close of business on or
around the date on which
the amount becomes payable, as determined by the Committee in its sole discretion, or
(ii) the amount necessary to satisfy the Unforeseeable Emergency, plus amounts
reasonably necessary to pay Federal, state, or local income taxes or penalties
reasonably anticipated as a result of the distribution. Notwithstanding the
foregoing, a Participant may not receive a payout from the Plan to the extent that
the Unforeseeable Emergency is or may be relieved (A) through reimbursement or
compensation by insurance or otherwise, (B) by liquidation of the Participants
assets, to the extent the liquidation of such assets would not itself cause severe
financial hardship or (C) by cessation of deferrals under this Plan,.
 (c)
    
    If the Committee, in its sole discretion, approves a Participants petition for
payout from the Plan, the Participant shall receive a payout from the Plan within sixty
(60) days of the date of such approval, and the Participants deferrals under the Plan
shall be terminated as of the date of such approval.
  16




---



##### 



Waste Connections, Inc.   Master Plan Document
 (d)
    
    In addition, a Participants deferral elections under this Plan shall be
terminated to the extent the Committee determines, in its sole discretion, that
termination of such Participants deferral elections is required pursuant to Treas.
Reg. §1.401(k)-1(d)(3) for the Participant to obtain a hardship distribution from an
Employers 401(k) Plan. If the Committee determines, in its sole discretion, that a
termination of the Participants deferrals is required in accordance with the preceding
sentence, the Participants deferrals shall be terminated as soon as administratively
practicable following the date on which such determination is made.
 (e)
    
    Notwithstanding the foregoing, the Committee shall interpret all provisions
relating to a payout and/or termination of deferrals under this Section 4.4 in a manner
that is consistent with Code Section 409A and related Treasury guidance and
Regulations.
 ARTICLE 5  Change in Control Benefit
 5.1
    
    Change in Control Benefit. The Participant will receive a Change in Control Benefit,
which shall be equal to the Participants vested Account Balance, calculated as of the close
of business on or around the Participants Benefit Distribution Date, as selected by the
Committee in its sole discretion.
 5.2
    
    Payment of Change in Control Benefit. A Participant, in connection with his or her
commencement of participation in the Plan, shall irrevocably elect on an Election Form whether
to (i) receive a Change in Control Benefit, or (ii) have his or her Account Balance remain in
the Plan upon the occurrence of a Change in Control and to have his or her Account Balance
remain subject to the terms and conditions of the Plan. If a Participant does not make any
election with respect to the payment of the Change in Control Benefit, then such Participant
shall be deemed to have elected to receive a Change in Control Benefit upon the occurrence of
a Change in Control. The Change in Control Benefit, if any, shall be paid to the Participant
in a lump sum no later than sixty (60) days after the Participants Benefit Distribution Date.
Notwithstanding the foregoing, the Committee shall
interpret all provisions in this Plan relating to a Change in Control Benefit in a manner
that is consistent with Code Section 409A and related Treasury guidance and Regulations.
 ARTICLE 6  Retirement Benefit
 6.1
    
    Retirement Benefit. A Participant who Retires shall receive, as a Retirement
Benefit, his or her vested Account Balance, calculated as of the close of business on or
around the Participants Benefit Distribution Date, as determined by the Committee in its sole
discretion.
 6.2
    
    Payment of Retirement Benefit.
 (a)
    
    A Participant, in connection with his or her commencement of participation in
the Plan, shall elect on an Election Form to receive the Retirement Benefit in a lump
sum or pursuant to an Annual Installment Method of up to 15 years. If a Participant
does not make any election with respect to the payment of the Retirement Benefit in
connection with his or her commencement of participation in the Plan, then such
Participant shall be deemed to have elected to receive the Retirement Benefit in a lump
sum.
  17




---



##### 



Waste Connections, Inc.   Master Plan Document
 (b)
    
    A Participant may change the form of payment of the Retirement Benefit by
submitting an Election Form to the Committee in accordance with the following criteria:
 (i)
    
    The election to modify the Retirement Benefit shall have no
effect until at least twelve (12) months after the date on which the election is
made; and
 (ii)
    
    The first Retirement Benefit payment shall be delayed at least
five (5) years from the Participants originally scheduled Benefit Distribution
Date described in Section 1.7(a).
   (c)
    
    The lump sum payment shall be made, or installment payments shall commence, no
later than sixty (60) days after the Participants Benefit Distribution Date.
Remaining installments, if any, shall be paid no later than sixty (60) days after each
anniversary of the Participants Benefit Distribution Date.
 ARTICLE 7  Termination Benefit
 7.1
    
    Termination Benefit. A Participant who experiences a Separation from Service shall
receive, as a Termination Benefit, his or her vested Account Balance, calculated as of the
close of business on or around the Participants Benefit Distribution Date, as determined by
the Committee in its sole discretion.
 7.2
    
    Payment of Termination Benefit. The Termination Benefit shall be paid to the
Participant in a lump sum payment no later than sixty (60) days after the Participants
Benefit Distribution Date.
 ARTICLE 8  Disability Benefit
 8.1
    
    Disability Benefit. Upon a Participants Disability, the Participant shall receive a
Disability Benefit, which shall be equal to the Participants vested Account Balance,
calculated as of the close of business on or around the Participants Benefit Distribution
Date, as selected by the Committee in its sole discretion.
 8.2
    
    Payment of Disability Benefit. The Disability Benefit shall be paid to the
Participant in a lump sum payment no later than sixty (60) days after the Participants
Benefit Distribution Date.
  18




---



##### 



Waste Connections, Inc.   Master Plan Document
 ARTICLE 9  Death Benefits
 9.1
    
    Death Benefit. The Participants Beneficiary(ies) shall receive a Death Benefit upon
the Participants death which will be equal to the Participants vested Account Balance,
calculated as of the close of business on or around the Participants Benefit Distribution
Date, as selected by the Committee in its sole discretion.
 9.2
    
    Payment of Death Benefit. The Death Benefit shall be paid to the Participants
Beneficiary(ies) in a lump sum payment no later than sixty (60) days after the Participants
Benefit Distribution Date.
 9.3
    
    Supplemental Survivor Benefit. If a Participant dies prior to undergoing a Separation
From Service during any Plan Year for which the Participant has made an election to defer any
portion of his or her Base Salary, then, in addition to the Death Benefit, his or her
Beneficiary(ies) shall receive a taxable survivor benefit in an amount determined from time to
time by the Committee. Notwithstanding the forgoing, to be eligible for the Supplemental
Survivor Benefit, the Participant must at least be insurable at standard rates at the time the
Participant makes the election to defer his or her Base Salary for such Plan Year.
 9.4
    
    Payment of Supplemental Survivor Benefit. The Supplemental Survivor Benefit shall be
paid to the Participants Beneficiary(ies) in a lump sum payment no later than sixty (60) days
after the Participants Benefit Distribution Date.
 ARTICLE 10  Beneficiary Designation
 10.1
    
    Beneficiary. Each Participant shall have the right, at any time, to designate his or
her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable
under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated
under this Plan may be the same as or different from the Beneficiary designation under any
other plan of an Employer in which the Participant participates.
 10.2
    
    Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his
or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning
it to the Committee or its designated agent. A Participant shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary
Designation Form and the Committees rules and procedures, as in effect from time to time. If
the Participant names someone other than his or her spouse as a Beneficiary, the Committee
may, in its sole discretion, determine that spousal consent is required to be provided in a
form designated by the Committee, executed by such Participants spouse and returned to the
Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled. The Committee shall be entitled
to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the
Committee prior to his or her death.
 10.3
    
    Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until received and acknowledged in writing by the Committee or its designated agent.
  19




---



##### 



Waste Connections, Inc.   Master Plan Document
 10.4
    
    No Beneficiary Designation. If a Participant fails to designate a Beneficiary as
provided in Sections 10.1, 10.2, and 10.3 above or, if all designated Beneficiaries predecease
the Participant or die prior to complete distribution of the Participants benefits, then the
Participants designated Beneficiary shall be deemed to be his or her surviving spouse. If
the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a
Beneficiary shall be payable to the executor or personal representative of the Participants
estate.
 10.5
    
    Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary
to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in
its discretion, to cause the Participants Employer to withhold such payments until this
matter is resolved to the Committees satisfaction.
 10.6
    
    Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary
shall fully and completely discharge all Employers and the Committee from all further
obligations under this Plan with respect to the Participant, and that Participants Plan
Agreement shall terminate upon such full payment of benefits.
 ARTICLE 11  Termination of Plan, Amendment or Modification
 11.1
    
    Termination of Plan. Although each Employer anticipates that it will continue the
Plan for an indefinite period of time, there is no guarantee that any Employer will continue
the Plan or will not terminate the Plan at any time in the future. Accordingly, each Employer
reserves the right to Terminate the Plan (as defined in Section 1.42). Following a
Termination of the Plan, Participant Account Balances shall remain in the Plan until the
Participant becomes eligible for the benefits provided in Articles 4, 5, 6, 7, 8 or 9 in
accordance with the provisions of those Articles. The Termination of the Plan shall not
adversely affect any Participant or Beneficiary who has become entitled to the payment of any
benefits under the Plan as of the date of termination. Notwithstanding the foregoing, to the
extent permissible under Code Section 409A and related Treasury guidance or Regulations,
during the thirty (30) days preceding or within twelve (12) months following a Change in
Control an Employer shall be permitted to (i) terminate the Plan by action of its board of
directors, and (ii) distribute the vested Account Balances to Participants in a lump sum no
later than twelve (12) months after the Change in Control, provided that all other
substantially similar arrangements sponsored by such Employer are also terminated and all
balances in such arrangements are distributed within twelve (12) months of the termination of
such arrangements.
 11.2
    
    Amendment.
 (a)
    
    Any Employer may, at any time, amend or modify the Plan in whole or in part
with respect to that Employer. Notwithstanding the foregoing, (i) no amendment or
modification shall be effective to decrease the value of a Participants vested Account
Balance in existence at the time the amendment or modification is made, (ii) no
amendment or modification shall be effective to change a deferral election or
distribution election of a Participant that has been submitted to, and accepted by the
Committee, prior to the time the amendment or modification is made without the consent
of the Participant, and (iii) no amendment or modification of this Section 11.2 or
Section 12.2 of the Plan shall be effective.
  20




---



##### 



Waste Connections, Inc.   Master Plan Document
 (b)
    
    Notwithstanding the foregoing, in the event that the Company determines that
any provision of the Plan may cause amounts deferred under the Plan to become
immediately taxable to any Participant under Code Section 409A, and related Treasury
guidance or Regulations, the Company may (i) adopt such amendments to the Plan and
appropriate policies and procedures, including amendments and policies with retroactive
effect, that the Company determines necessary or appropriate to preserve the intended
tax treatment of the Plan benefits provided by the Plan and/or (ii) take such other
actions as the Company determines necessary or appropriate to comply with the
requirements of Code Section 409A, and related Treasury guidance or Regulations.
 11.3
    
    Plan Agreement. Despite the provisions of Sections 11.1 and 11.2 above, if a
Participants Plan Agreement contains benefits or limitations that are not in this Plan
document, the Employer may only amend or terminate such provisions with the written consent of
the Participant.
 11.4
    
    Effect of Payment. The full payment of the Participants vested Account Balance
under Articles 4, 5, 6, 7, 8, or 9 of the Plan shall completely discharge all obligations to a
Participant and his or her designated Beneficiaries under this Plan, and the Participants
Plan Agreement shall terminate.
 ARTICLE 12  Administration
 12.1
    
    Committee Duties. Except as otherwise provided in this Article 12, this Plan shall
be administered by a Committee, which shall consist of the Board, or such committee as the
Board shall appoint. Members of the Committee may be Participants under this Plan. The
Committee shall also have the discretion and authority to (i) make, amend, interpret, and
enforce all appropriate rules and regulations for the administration of this Plan and
(ii) decide or resolve any and all questions including interpretations of this Plan, as may
arise in connection with the Plan. Any individual serving on the Committee who is a
Participant shall not vote or act on any matter relating solely to himself or herself, but
shall not be prohibited from voting or acting on any matter in which such individuals
interest is affected in the same manner as other Participants generally. When making a
determination or calculation, the Committee shall be entitled to rely on information furnished
by a Participant or the Company.
 12.2
    
    Administration Upon Change In Control. For purposes of this Plan, the Committee shall
be the Administrator at all times prior to the occurrence of a Change in Control. Within
one hundred and twenty (120) days following a Change in Control, an independent third party
Administrator may be selected by the individual who, immediately prior to the Change in
Control, was the Companys Chief Executive Officer or, if not so identified, the Companys
highest ranking officer (the Ex-CEO), and approved by the Trustee. The Committee, as
constituted prior to the Change in Control, shall continue to be the Administrator until the
earlier of (i) the date on which such independent third party is selected and approved, or
(ii) the expiration of the one hundred and twenty (120) day period following the Change in
Control. If an independent third party is not selected within one hundred and twenty (120)
days of such Change in Control, the
  21




---



##### 



Waste Connections, Inc.   Master Plan Document
  12.3
    
    Agents. In the administration of this Plan, the Committee may, from time to time,
employ agents and delegate to them such administrative duties as it sees fit (including acting
through a duly appointed representative) and may from time to time consult with counsel who
may be counsel to any Employer.
 12.4
    
    Binding Effect of Decisions. The decision or action of the Administrator with
respect to any question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations promulgated hereunder
shall be final and conclusive and binding upon all persons having any interest in the Plan.
 12.5
    
    Indemnity of Committee. All Employers shall indemnify and hold harmless the members
of the Committee, any Employee to whom the duties of the Committee may be delegated, and the
Administrator against any and all claims, losses, damages, expenses or liabilities arising
from any action or failure to act with respect to this Plan, except in the case of willful
misconduct by the Committee, any of its members, any such Employee or the Administrator.
 12.6
    
    Employer Information. To enable the Committee and/or Administrator to perform its
functions, the Company and each Employer shall supply full and timely information to the
Committee and/or Administrator, as the case may be, on all matters relating to the
compensation of its Participants, the date and circumstances of the Retirement, Disability,
death or Separation from Service of its Participants, and such other pertinent information as
the Committee or Administrator may reasonably require.
  22




---



##### 



Waste Connections, Inc.   Master Plan Document
 ARTICLE 13  Other Benefits and Agreements
 13.1
    
    Coordination with Other Benefits. The benefits provided for a Participant and
Participants Beneficiary under the Plan are in addition to any other benefits available to
such Participant under any other plan or program for employees of the Participants Employer.
The Plan shall supplement and shall not supersede, modify or amend any other such plan or
program except as may otherwise be expressly provided.
 ARTICLE 14  Claims Procedures
 14.1
    
    Presentation of Claim. Any Participant or Beneficiary of a deceased Participant
(such Participant or Beneficiary being referred to below as a Claimant) may deliver to the
Committee a written claim for a determination with respect to the amounts distributable to
such Claimant from the Plan. If such a claim relates to the contents of a notice received by
the Claimant, the claim must be made within sixty (60) days after such notice was received by
the Claimant. All other claims must be made within 180 days of the date
on which the event that caused the claim to arise occurred. The claim must state with
particularity the determination desired by the Claimant.
 14.2
    
    Notification of Decision. The Committee shall consider a Claimants claim within a
reasonable time, but no later than ninety (90) days after receiving the claim. If the
Committee determines that special circumstances require an extension of time for processing
the claim, written notice of the extension shall be furnished to the Claimant prior to the
termination of the initial ninety (90) day period. In no event shall such extension exceed a
period of ninety (90) days from the end of the initial period. The extension notice shall
indicate the special circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination. The Committee shall notify the
Claimant in writing:
 (a)
    
    that the Claimants requested determination has been made, and that the claim
has been allowed in full; or
 (b)
    
    that the Committee has reached a conclusion contrary, in whole or in part, to
the Claimants requested determination, and such notice must set forth in a manner
calculated to be understood by the Claimant:
 (i)
    
    the specific reason(s) for the denial of the claim, or any part
of it;(ii)
    
    specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;(iii)
    
    a description of any additional material or information
necessary for the Claimant to perfect the claim, and an explanation of why such
material or information is necessary;(iv)
    
    an explanation of the claim review procedure set forth in
Section 14.3 below; and(v)
    
    a statement of the Claimants right to bring a civil action under
ERISA Section 502(a) following an adverse benefit determination on review.
  23




---



##### 



Waste Connections, Inc.   Master Plan Document
 14.3
    
    Review of a Denied Claim. On or before sixty (60) days after receiving a notice from
the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimants
duly authorized representative) may file with the Committee a written request for a review of
the denial of the claim. The Claimant (or the Claimants duly authorized representative):
 (a)
    
    may, upon request and free of charge, have reasonable access to, and copies of,
all documents, records and other information relevant to the claim for benefits;
 (b)
    
    may submit written comments or other documents; and/or
 (c)
    
    may request a hearing, which the Committee, in its sole discretion, may grant.
 14.4
    
    Decision on Review. The Committee shall render its decision on review promptly, and
no later than sixty (60) days after the Committee receives the Claimants written request for
a review of the denial of the claim. If the Committee determines that special circumstances
require an extension of time for processing the claim, written notice of the extension shall
be furnished to the Claimant prior to the termination of the initial sixty (60) day period.
In no event shall such extension exceed a period of sixty
(60) days from the end of the initial period. The extension notice shall indicate the special circumstances requiring
an extension of time and the date by which the Committee expects to render the benefit
determination. In rendering its decision, the Committee shall take into account all
comments, documents, records and other information submitted by the Claimant relating to the
claim, without regard to whether such information was submitted or considered in the initial
benefit determination. The decision must be written in a manner calculated to be understood
by the Claimant, and it must contain:
 (a)
    
    specific reasons for the decision;(b)
    
    specific reference(s) to the pertinent Plan provisions upon which the decision
was based;(c)
    
    a statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the Claimants
claim for benefits; and(d)
    
    a statement of the Claimants right to bring a civil action under ERISA Section
502(a).
 14.5
    
    Legal Action. A Claimants compliance with the foregoing provisions of this
Article 14 is a mandatory prerequisite to a Claimants right to commence any legal action with
respect to any claim for benefits under this Plan.
 ARTICLE 15  Trust
 15.1
    
    Establishment of the Trust. In order to provide assets from which to fulfill its
obligations to the Participants and their Beneficiaries under the Plan, the Company shall
establish a trust by a trust agreement with a third party, the trustee, to which each Employer
may, in its discretion, contribute cash or other property, including securities issued by the
Company, to provide for the benefit payments under the Plan, (the Trust).
 15.2
    
    Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan
Agreement shall govern the rights of a Participant to receive distributions pursuant to the
Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and
the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at
all times remain liable to carry out its obligations under the Plan.
  24




---



##### 



Waste Connections, Inc.   Master Plan Document
 15.3
    
    Distributions From the Trust. Each Employers obligations under the Plan may be
satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such
distribution shall reduce the Employers obligations under this Plan.
 ARTICLE 16  Miscellaneous
 16.1
    
    Status of Plan. The Plan is intended to be a plan that is not qualified within the
meaning of Code Section 401(a) and that is unfunded and is maintained by
an employer primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees within the meaning of ERISA Sections 201(2),
301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted (i) to the extent
possible in a manner consistent with that intent, and (ii) in accordance with Code Section
409A and related Treasury guidance and Regulations.
 16.2
    
    Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors
and assigns shall have no legal or equitable rights, interests or claims in any specific
property or assets of an Employer. For purposes of the payment of benefits under this Plan,
any and all of an Employers assets shall be, and remain, the general, unpledged unrestricted
assets of the Employer. An Employers obligation under the Plan shall be merely that of an
unfunded and unsecured promise to pay money in the future.
 16.3
    
    Employers Liability. An Employers liability for the payment of benefits shall be
defined only by the Plan and the Plan Agreement, as entered into between the Employer and a
Participant. An Employer shall have no obligation to a Participant under the Plan except as
expressly provided in the Plan and his or her Plan Agreement.
 16.4
    
    Nonassignability. Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are expressly declared to
be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure, attachment, garnishment or sequestration for the payment of
any debts, judgments, alimony or separate maintenance owed by a Participant or any other
person, be transferable by operation of law in the event of a Participants or any other
persons bankruptcy or insolvency or be transferable to a spouse as a result of a property
settlement or otherwise.
 16.5
    
    Not a Contract of Employment. The terms and conditions of this Plan shall not be
deemed to constitute a contract of employment between any Employer and the Participant. Such
employment is hereby acknowledged to be an at will employment relationship that can be
terminated at any time for any reason, or no reason, with or without cause, and with or
without notice, unless expressly provided in a written employment agreement. Nothing in this
Plan shall be deemed to give a Participant the right to be retained in the service of any
Employer, either as an Employee or a Director, or to interfere with the right of any Employer
to discipline or discharge the Participant at any time.
  25




---



##### 



Waste Connections, Inc.   Master Plan Document
 16.6
    
    Furnishing Information. A Participant or his or her Beneficiary will cooperate with
the Committee by furnishing any and all information requested by the Committee and take such
other actions as may be requested in order to facilitate the administration of the Plan and
the payments of benefits hereunder, including but not limited to taking such physical
examinations as the Committee may deem necessary.
 16.7
    
    Terms. Whenever any words are used herein in the masculine, they shall be construed
as though they were in the feminine in all cases where they would so apply; and whenever any
words are used herein in the singular or in the plural, they shall be construed as though they
were used in the plural or the singular, as the case may be, in all cases where they would so
apply.
 16.8
    
    Captions. The captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of any of its
provisions.
 16.9
    
    Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and
interpreted according to the internal laws of the State of Delaware without regard to its
conflicts of laws principles. Venue shall lie in Wilmington, Delaware.
 16.10
    
    Notice. Any notice or filing required or permitted to be given to the Committee
under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or
certified mail, to the address below:
 
   16.11
    
    Successors. The provisions of this Plan shall bind and inure to the benefit of the
Participants Employer and its successors and assigns and the Participant and the
Participants designated Beneficiaries.
 16.12
    
    Spouses Interest. The interest in the benefits hereunder of a spouse of a
Participant who has predeceased the Participant shall automatically pass to the Participant
and shall not be transferable by such spouse in any manner, including but not limited to such
spouses will, nor shall such interest pass under the laws of intestate succession.
 16.13
    
    Validity. In case any provision of this Plan shall be illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal or invalid provision had never been
inserted herein.
  26




---



##### 



Waste Connections, Inc.   Master Plan Document
 16.14
    
    Incompetent. If the Committee determines in its discretion that a benefit under
this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of
handling the disposition of that persons property, the Committee may direct payment of such
benefit to the guardian, legal representative or person having the care and custody of such
minor, incompetent or incapable person. The Committee may require
proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to
distribution of the benefit. Any payment of a benefit shall be a payment for the account of
the Participant and the Participants Beneficiary, as the case may be, and shall be a
complete discharge of any liability under the Plan for such payment amount.
 16.15
    
    Court Order. The Committee is authorized to comply with any court order in any
action in which the Plan or the Committee has been named as a party, including any action
involving a determination of the rights or interests in a Participants benefits under the
Plan. Notwithstanding the foregoing, the Committee shall interpret this provision in a manner
that is consistent with Code Section 409A and other applicable tax law. In addition, if
necessary to comply with a qualified domestic relations order, as defined in Code Section
414(p)(1)(B), pursuant to which a court has determined that a spouse or former spouse of a
Participant has an interest in the Participants benefits under the Plan, the Committee, in
its sole discretion, shall have the right to immediately distribute the spouses or former
spouses interest in the Participants benefits under the Plan to such spouse or former
spouse.
 16.16
    
    Distribution in the Event of Income Inclusion Under 409A. If any portion of a
Participants Account Balance under this Plan is required to be included in income by the
Participant prior to receipt due to a failure of this Plan to meet the requirements of Code
Section 409A and related Treasury guidance or Regulations, the Participant may petition the
Committee or Administrator, as applicable, for a distribution of that portion of his or her
Account Balance that is required to be included in his or her income. Upon the grant of such
a petition, which grant shall not be unreasonably withheld, the Participants Employer shall
distribute to the Participant immediately available funds in an amount equal to the portion of
his or her Account Balance required to be included in income as a result of the failure of the
Plan to meet the requirements of Code Section 409A and related Treasury guidance or
Regulations, which amount shall not exceed the Participants unpaid vested Account Balance
under the Plan. If the petition is granted, such distribution shall be made within ninety
(90) days of the date when the Participants petition is granted. Such a distribution shall
affect and reduce the Participants benefits to be paid under this Plan.
 16.17
    
    Deduction Limitation on Benefit Payments. If an Employer reasonably anticipates
that the Employers deduction with respect to any distribution from this Plan would be limited
or eliminated by application of Code Section 162(m), then to the extent deemed necessary by
the Employer to ensure that the entire amount of any distribution from this Plan is
deductible, the Employer may delay payment of any amount that would otherwise be distributed
from this Plan. Any amounts for which distribution is delayed pursuant to this Section shall
continue to be credited/debited with additional amounts in accordance with Section 3.9 above.
The delayed amounts (and any amounts credited thereon) shall be distributed to the Participant
(or his or her Beneficiary in the event of the Participants death) at the earliest date the
Employer reasonably anticipates that the deduction of the payment of the amount will not be
limited or eliminated by application of Code Section 162(m).
 16.18
    
    Insurance. The Employers, on their own behalf or on behalf of the trustee of the
Trust, and, in their sole discretion, may apply for and procure insurance on the life of the
Participant, in such amounts and in such forms as the Trust may choose. The Employers or the
trustee of the Trust,
as the case may be, shall be the sole owner and beneficiary of any such insurance. The
Participant shall have no interest whatsoever in any such policy or policies, and at the
request of the Employers shall submit to medical examinations and supply such information
and execute such documents as may be required by the insurance company or companies to whom
the Employers have applied for insurance.
  27




---



##### 



Waste Connections, Inc.   Master Plan Document
  Company
Waste Connections, Inc., a Delaware corporationBy:
    /s/ Worthing JackmanTitle: Executive VP, Chief Financial Officer  28




---



##### 



Waste Connections, Inc.   Master Plan Document
 APPENDIX A
 LIMITED TRANSITION RELIEF MADE AVAILABLE IN ACCORDANCE WITH CODE
SECTION 409A AND RELATED TREASURY GUIDANCE AND REGULATIONS
  1.
    
    Opportunity to Make New Distribution Elections.Notwithstanding the required
deadline for the submission of an initial distribution election described in Articles 4, 5
and 6, the Committee may, as permitted by Code Section 409A and related Treasury guidance
or Regulations, provide a limited period in which Participants may make new distribution
elections by submitting an Election Form on or before the deadline established by the
Committee, which in no event shall be later than December 31, 2006. Any distribution
election made in accordance with the requirements established by the Committee, pursuant to
this section, shall not be treated as a change in the form or timing of a Participants
benefit payment for purposes Code Section 409A or the Plan.
   29