WASTE
CONNECTIONS, INC.
  2002
SENIOR MANAGEMENT
  EQUITY
INCENTIVE PLAN
  1.
              PURPOSE.
  The
purpose of the Plan is to provide a means for the Company and any Subsidiary,
through the grant of Incentive Stock Options and Nonqualified Stock Options to
selected Officers and Directors, to attract and retain persons of ability as
Officers and Directors, and to motivate such persons to exert their best efforts
on behalf of the Company and any Subsidiary.
  2.
              DEFINITIONS.
  (a)           “Board” means the Company’s
Board of Directors.
  (b)           “Change in Control”
means:
  (i)           any
reorganization, liquidation or consolidation of the Company, or any merger or
other business combination of the Company with any other corporation, other than
any such merger or other combination that 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 fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such transaction;
  (ii)           any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets of the
Company; or
  (iii)           any
“person” (as defined in Section 13(d) and 14(d) of the Exchange Act) shall
become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of fifty percent (50%) or more of the Company’s
outstanding voting securities (except that for purposes of this definition,
“person” shall not include any person (or any person that controls, is
controlled by or is under common control with such person) who as of the date of
an Option Agreement owns ten percent (10%) or more of the total voting power
represented by the outstanding voting securities of the Company, or a trustee or
other fiduciary holding securities under any employee benefit plan of the
Company, or a corporation that is owned directly or indirectly by the
stockholders of the Company in substantially the same percentage as their
ownership of the Company).
  A
transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company’s incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company’s securities immediately before such transaction.
  (c)           “Code” means the Internal
Revenue Code of 1986, as amended from time to time.
  (d)           “Committee” means a committee
appointed by the Board in accordance with section 4(c) of the
Plan.
  
  (e)           “Company” means Waste
Connections, Inc., a Delaware corporation.
  (f)           “Continuous Status as an Officer or
Director” means the employment or relationship as a Director is not
interrupted or terminated.  An interruption or termination shall not
be deemed to occur if a person remains employed with the Company following
cessation of his or her status as an Officer or Director.  The Board,
in its sole discretion, may determine whether Continuous Status as an Officer or
Director shall be considered interrupted in the case of (i) any leave of
absence approved by the Board, including sick leave, military leave or any other
personal leave, or (ii) transfers between locations of the Company or
between the Company and a Subsidiary or their successors.
  (g)           “Director” means a member of
the Company’s Board.
  (h)           “Disability” means permanent
and total disability within the meaning of section 422(c)(6) of the
Code.
  (i)           “Employee” means any person,
including Officers and Directors, employed by the Company or any Subsidiary of
the Company.  Neither service as a Director nor receipt of a
director’s fee from the Company shall be sufficient to constitute “employment”
by the Company.
  (j)           “Exchange Act” means the
Securities Exchange Act of 1934, as amended.
  (k)           “Fair Market Value” means, as
of any date, the value of Stock determined as follows:
  (i)           If
the Stock is listed on any established stock exchange or a national market
system, its Fair Market Value shall be the closing sales price for the Stock (or
the closing bid, if no sales were reported) as quoted on such exchange or system
on the market trading day of the date of determination, or, if the date of
determination is not a market trading day, the last market trading day prior to
the date of determination, in each case as reported in The Wall Street Journal
or such other sources as the Board deems reliable;
  (ii)           If
the Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean between the
high bid and low asked prices for the Stock on the market trading day of the
date of determination, or, if the date of determination is not a market trading
day, the last market trading day prior to the date of determination;
or
  (iii)           In
absence of an established market for the Stock, the Fair Market Value thereof
shall be determined in good faith by the Board.
  (l)           “Incentive Stock Options”
means Options that are intended to qualify as incentive stock options within the
meaning of section 422 of the Code, subject to the approval requirements of
Section 9.
  (m)           “Non-Employee Director” means
a Director who satisfies the requirements established from time to time by the
Securities and Exchange Commission for non-employee directors under
Rule 16b-3.
  2
  (n)           “Nonqualified Stock Options”
means Options that are not intended to qualify as Incentive Stock
Options.
  (o)           “Officer” means any officer of
the Company or a Subsidiary.
  (p)           “Option Agreement” means a
written agreement between the Company and an Optionee evidencing the terms and
conditions of an individual Option grant.  Each Option Agreement shall
be subject to the terms and conditions of the Plan.
  (q)           “Optionee” means an Officer or
Director who holds an outstanding Option.
  (r)           “Options” means, collectively,
Incentive Stock Options and Nonqualified Stock Options.
  (s)           “Outside Director” means a
member of the Board who satisfies the requirements established from time to time
for outside directors under section 162(m) of the Code.
  (t)           “Plan” means this Waste
Connections, Inc. 2002 Senior Management Equity Incentive Plan.
  (u)           “Rule 16b-3” means
Rule 16b-3 under the Exchange Act or any successor to Rule 16b-3, as
amended from time to time.
  (v)           “Securities Act” means the
Securities Act of 1933, as amended.
  (w)           “Stock” means the Common Stock
of the Company.
  (x)           “Subsidiary” means any
corporation that at the time an Option is granted under the Plan qualifies as a
subsidiary of the Company under the definition of “subsidiary corporation”
contained in section 424(f) of the Code, or any similar provision hereafter
enacted.
  (y)           “Ten Percent Shareholder”
means an individual who, at the time of an Option grant, owns stock possessing
more than ten percent of the total combined voting power of all classes of stock
of the Company.
  3.
              SHARES
      SUBJECT TO THE PLAN.
  Subject
to adjustment as provided in section 6 for changes in Stock, the Stock that may
be sold pursuant to Options shall not exceed in the aggregate 6,750,000
shares.  Such number of shares shall be reserved for Options (subject
to adjustment as provided in section 6).  If any Option for any reason
terminates, expires or is cancelled without having been exercised in full, the
Stock not purchased under such Option shall revert to and again become available
for issuance under the Plan.
  4.
              ADMINISTRATION.
  (a)           The
Plan shall be administered by the Board or, at the election of the Board, by a
Committee, as provided in subsection (b), or, as to certain functions, by an
Officer of the Company, as provided in subsection (c).  Subject to the
Plan, the Board shall:
  3
  (i)          determine
and designate from time to time those Officers and Directors to whom Options are
to be granted, and whether the Options granted will be Incentive Stock Options
or Nonqualified Stock Options;
  (ii)         authorize
the granting of Incentive Stock Options, Nonqualified Stock Options or
combinations thereof;
  (iii)       determine
the number of shares subject to each Option and the Exercise Price of each
Option;
  (iv)        determine
the time or times when and the manner in which each Option shall be exercisable
and the duration of the exercise period;
  (v)         
construe and interpret the Plan and the Options, and establish, amend and revoke
rules and regulations for the Plan’s administration, and correct any defect,
omission or inconsistency in the Plan or any Option Agreement in a manner and to
the extent it deems necessary or expedient to make the Plan fully
effective;
  (vi)        determine
the Fair Market Value;
  (vii)       approve
forms of agreements for use under the Plan; and
  (viii)      make
such other determinations as it may be authorized to make in the Plan and as it
may deem necessary and desirable for the purposes of the Plan.
  (b)           Notwithstanding
the foregoing, however:
  (i)          no
Option shall be granted after the expiration of ten years from the effective
date of the Plan specified in section 9 below;
  (ii)         the
aggregate Fair Market Value (determined as of the date the Option is
granted) of the Stock subject to Options that become exercisable for the
first time by any Officer during any calendar year under all Incentive Stock
Options of the Company and its Subsidiaries shall not exceed
$100,000;
  (iii)       no
Officer or Director who is not an Employee of the Company or a Subsidiary shall
be entitled to receive Incentive Stock Options under the Plan;
  (iv)        subject
to adjustment as provided in Section 6(b), at any such time as Company is a
“publicly held corporation” within the meaning of Code Section 162(m), no
Officer or prospective Officer shall be granted Options within any fiscal year
of the Company to purchase more than 1,125,000 shares of Stock.  An
Option that is cancelled in the same fiscal year of the Company in which it was
granted shall continue to be counted against the grant limit for such
period.
  (c)           The
Board may delegate administration of the Plan to one or more Committees of the
Board.  Each such Committee shall consist of one or more members
appointed by the Board.  Subject to the foregoing, the Board may from
time to time increase the size of any such Committee and appoint additional
members, remove members (with or without cause) and appoint new members in
substitution therefor, or fill vacancies, however caused.  If the
Board delegates
administration of the Plan to a Committee, the Committee shall have the same
powers theretofore possessed by the Board with respect to the administration of
the Plan (and references in this Plan to the Board shall apply to the
Committee), subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the
Board.  The Board may abolish any such Committee at any time and
revest in the Board the previously delegated administration of the
Plan.
  4
  (d)           The
Board may delegate administration of sections 4(a)(i) through 4(a)(iii) above to
the Chief Executive Officer of the Company; provided, however, that such officer
may not issue Options to purchase more than 6,750,000 shares of Stock and may
not designate himself or herself or someone who is not an officer as an
Optionee.
  (e)           Notwithstanding
anything in this section 4 to the contrary, so long as a class of the Company’s
equity securities is registered under section 12 of the Exchange Act, all
decisions to grant Options to an Officer or Director shall be made by a
Committee comprised solely of two or more Directors, each of whom is both a
Non-Employee Director and an Outside Director, or shall be made in another
manner that satisfies the requirements of Rule 16b-3 and section 162(m) of the
Code, so that (i) transactions between the Company and any Officer or
Director relating to such Options may be exempt from section 16(b) of the
Exchange Act, and (ii) the grant or exercise of Options is not considered
“applicable employee remuneration” as defined in section 162(m) of the
Code.
  5.
              TERMS
      AND CONDITIONS OF OPTIONS.
  Each
Option granted shall be evidenced by an Option Agreement in substantially the
form attached hereto as Annex A or Annex B or such other form as may be approved
by the Board.  Each Option Agreement shall include the following terms
and conditions and such other terms and conditions as the Board may deem
appropriate:
  (a)           OPTION TERM.  Each
Option Agreement shall specify the term for which the Option thereunder is
granted and shall provide that such Option shall expire at the end of such
term.  The Board may extend such term; provided that, in the case of
an Incentive Stock Option, such extension shall not in any way disqualify the
Option as an Incentive Stock Option.  The term of any Option,
including any such extensions, shall not exceed ten years from the date of
grant; provided that, in the case of an Incentive Stock Option granted to a Ten
Percent Shareholder, such term, including extensions, shall not exceed five
years from the date of grant.
  (b)           EXERCISE
PRICE.  Each Option Agreement shall specify the exercise price
per share, as determined by the Board at the time the Option is granted;
provided that the exercise price of an Incentive Stock Option shall be not less
than the Fair Market Value, or if granted to a Ten Percent Shareholder, 110
percent of the Fair Market Value, of one share of Stock on the date the Option
is granted, as such Fair Market Value is determined by the Board.
  (c)           VESTING.  Each
Option Agreement shall specify when it is exercisable.  The total
number of shares of Stock subject to an Option may, but need not, be allotted in
periodic installments (which may, but need not be, equal).  An Option
Agreement may provide that from time to time during each of such installment
periods, the Option may become exercisable (“vest”) with respect to some or
all of the shares allotted to that period, and may be exercised with respect to
some or all of the shares allotted to such period or any prior period as to
which the Option shall have become vested but shall not have been fully
exercised.  An Option may be subject to such other terms and
conditions on the time or times when it may be exercised (which may be based on
performance or other criteria) as the Board deems appropriate.
  5
  (d)           PAYMENT OF PURCHASE PRICE ON
EXERCISE.  Each Option Agreement shall provide that the
purchase price of the shares as to which such Option may be exercised shall be
paid to the Company at the time of exercise either (i) in cash, or
(ii) in the absolute discretion of the Board (which discretion may be
exercised in a particular case without regard to any other case or cases), at
the time of the grant or thereafter, (A) by the withholding of shares of
Stock issuable on exercise of the Option or the delivery to the Company of other
Stock owned by the Optionee, provided in either case that the Optionee has owned
shares of Stock equal in number to the shares so withheld for a period
sufficient to avoid a charge to the Company’s reported earnings,
(B) according to a deferred payment or other arrangement (which may
include, without limiting the generality of the foregoing, the use of
Stock) with the person to whom the Option is granted or to whom the Option
is transferred pursuant to section 5(e), (C) by delivery of a properly executed
notice together with irrevocable instructions to a broker providing for the
assignment to the Company of the proceeds of a sale or loan with respect to some
or all of the Stock being acquired upon the exercise of the Option, including,
without limitation, through an exercise complying with the provisions of
Regulation T as promulgated from time to time by the Board of Governors of the
Federal Reserve System (a “cashless exercise”), or (D) in any other form or
combination of forms of legal consideration that may be acceptable to the
Board.
  In the
case of any deferred payment arrangement, interest shall be payable at least
annually and shall be charged at the minimum rate necessary to avoid the
treatment as interest, under any applicable provisions of the Code, of any
amounts other than amounts stated to be interest under the deferred payment
arrangement, or if less, the maximum rate permitted by law.
  (e)           NONTRANSFERABILITY.  An
Option shall not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of by the Optionee during his or her lifetime, whether by
operation of law or otherwise, other than by will or the laws of descent and
distribution applicable to the Optionee, and shall not be made subject to
execution, attachment or similar process; provided that the Board may in its
discretion at the time of approval of the grant of an Option or thereafter
permit an Optionee to transfer an Option to a trust or other entity established
by the Optionee for estate planning purposes, and may permit further
transferability or impose conditions or limitations on any permitted
transferability.  Otherwise, during the lifetime of an Optionee, an
Option shall be exercisable only by such Optionee.
  (f)           CONDITIONS
ON EXERCISE OF OPTIONS AND ISSUANCE OF SHARES.
  (i)           SECURITIES LAW
COMPLIANCE.  The Plan, the grant and exercise of Options
thereunder and the obligation of the Company to sell and deliver shares on
exercise of Options shall be subject to all applicable Federal and state laws,
rules and regulations and to such approvals by any government or regulatory
agency as may be required, in the opinion of the Board.  Options may
not be exercised if the issuance of shares of Stock upon exercise would
constitute a violation of any applicable federal, state or foreign securities
laws or other law or regulations or the requirements of any stock exchange or
market system upon which the Stock may then be listed.  In addition,
no Option may be exercised unless (a) a registration statement under the
Securities Act shall at the time of exercise of the Option be in effect with
respect to the shares issuable upon exercise of the Option or (b) in the
opinion of legal counsel to the Company, the shares issuable upon exercise of
the Option may be issued in accordance with the terms of an applicable exemption
from the registration requirements of the Securities Act.  The
inability of the Company to obtain from any regulatory body having jurisdiction
the authority, if any, deemed by the Company’s legal counsel to be necessary to
the lawful issuance and sale of any shares hereunder shall relieve the Company
of any liability in respect of the failure to issue or sell such shares as to
which such requisite authority shall not have been obtained.  As a
condition to the exercise of any Option, the Company may require the Optionee to
satisfy any qualifications that may be necessary or appropriate to evidence
compliance with any applicable law or regulation and to make any representation
or warranty with respect thereto as may be requested by the
Company.
  6
  (ii)           INVESTMENT
REPRESENTATION.  The Company may require any Optionee, or any
person to whom an Option is transferred, as a condition of exercising such
Option, to (A) give written assurances satisfactory to the Company as to
the Optionee’s knowledge and experience in financial and business matters or to
employ a purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters, and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Option, and (B) to
give written assurances satisfactory to the Company stating that such person is
acquiring the Stock subject to the Option for such person’s own account and not
with any present intention of selling or otherwise distributing the
Stock.  The foregoing requirements, and any assurances given pursuant
to such requirements, shall not apply if (1) the issuance of the Stock on
the exercise of the Option has been registered under a then currently effective
registration statement under the Securities Act, or (2) counsel for the
Company determines as to any particular requirement that such requirement need
not be met in the circumstances under the then applicable securities
laws.  The Company may, with the advice of its counsel, place such
legends on stock certificates issued under the Plan as the Company deems
necessary or appropriate to comply with applicable securities laws, including,
but not limited to, legends restricting the transfer of the Stock.
  (g)           EXERCISE AFTER DEATH OF
OPTIONEE.  If an Optionee dies (i) while an Officer or
Director, or (ii) within three months after termination of the Optionee’s
Continuous Status as an Officer or Director because of his or her Disability or
retirement, his or her Options may be exercised (to the extent that the Optionee
was entitled to do so on the date of death or termination) by the
Optionee’s estate or by a person who shall have acquired the right to exercise
the Options by bequest or inheritance, but only within the period ending on the
earlier of (A) one year after the Optionee’s death (or such shorter or
longer period specified in the Option Agreement, which period shall not be less
than six months), or (B) the expiration date specified in the Option
Agreement.  If, after the Optionee’s death, the Optionee’s estate or
the person who acquired the right to exercise the Optionee’s Options does not
exercise the Options within the time specified herein, the Options shall
terminate and the shares covered by such Options shall revert to and again
become available for issuance under the Plan.
  (h)           EXERCISE AFTER TERMINATION OF
OPTIONEE’S CONTINUOUS STATUS AS AN OFFICER OR DIRECTOR AS A RESULT OF DISABILITY
OR RETIREMENT.  If an Optionee’s Continuous Status as an
Officer or Director terminates as a result of the Optionee’s Disability or
retirement, and the Optionee does not die within the following three months, the
Optionee may exercise his or her Options (to the extent that the Optionee was
entitled to exercise them on the date of termination), but only within the
period ending on the earliest of (i) three months after retirement, in the
case of Incentive Stock Options, (ii) six months after Disability, in the case
of Incentive Options, (iii) six months after Disability or retirement, in
the case of Nonqualified Stock Options (or such longer period specified in the
Option Agreement), or (iv) the expiration of the term set forth in the
Option Agreement.  If, after termination, the Optionee does not
exercise his or her Options within the time specified herein, the Options shall
terminate, and the shares covered by such Options shall revert to and again
become available for issuance under the Plan.
  7
  (i)           NO EXERCISE AFTER TERMINATION OF
OPTIONEE’S CONTINUOUS STATUS AS AN OFFICER OR DIRECTOR OTHER THAN AS A RESULT OF
DEATH, DISABILITY OR RETIREMENT.  If an Optionee’s Continuous
Status as an Officer or Director terminates other than as a result of the
Optionee’s death, Disability or retirement, all right of the Optionee to
exercise his or her Options shall terminate on the date of termination of such
Continuous Status as an Officer or Director.  The Options shall
terminate on such termination date, and the shares covered by such Options shall
revert to and again become available for issuance under the Plan.
  (j)           EXCEPTIONS.  Notwithstanding
subsections (g), (h) and (i) , the Board shall have the authority to extend
the expiration date of any outstanding Option in circumstances in which it deems
such action to be appropriate, provided that no such extension shall extend the
term of an Option beyond the expiration date of the term of such Option as set
forth in the Option Agreement.
  (k)           INCENTIVE STOCK
OPTIONS.  Each Option Agreement that provides for the grant of
an Incentive Stock Option shall contain such terms and conditions as the Board
determines to be necessary or desirable to qualify such Option as an Incentive
Stock Option within the meaning of section 422 of the Code.
  (l)           COMPANY’S REPURCHASE
RIGHT.  Each Option Agreement may, but is not required to,
include provisions whereby the Company shall have the right to repurchase any
and all shares acquired by an Optionee on exercise of any Option granted under
the Plan, at such price and on such other terms and conditions as the Board may
approve and as may be set forth in the Option Agreement.  Such right
shall be exercisable by the Company after termination of an Optionee’s
Continuous Status as an Officer or Director, whenever such termination may occur
and whether such termination is voluntary or involuntary, with cause or without
cause, without regard to the reason therefor, if any.
  6.
              ADJUSTMENTS
      ON CERTAIN EVENTS.
  (a)           CHANGES IN
CONTROL.  Each Option Agreement shall provide that in the event
that the Company is subject to a Change in Control:
  (i)           immediately
prior thereto all outstanding Options shall be automatically accelerated and
become immediately exercisable as to all of the shares of Stock covered thereby,
notwithstanding anything to the contrary in the Plan or the Option Agreement;
and
  (ii)           the
Board may, in its discretion, and on such terms and conditions as it deems
appropriate, by resolution adopted by the Board or by the terms of any agreement
of sale, merger or consolidation giving rise to the Change in Control, provide
that, without Optionee’s consent,
the shares subject to an Option may (A) continue as an immediately exercisable
Option of the Company (if the Company is the surviving corporation), (B) be
assumed as immediately exercisable Options by the surviving corporation or its
parent, (C) be substituted by immediately exercisable options granted by the
surviving corporation or its parent with substantially the same terms for the
Option, or (D) be cancelled after payment to Optionee of an amount in cash or
other consideration delivered to stockholders of the Company in the transaction
resulting in a Change in Control of the Company equal to the total number of
shares subject to the Option multiplied by the remainder of (1) the amount per
share to be received by holders of the Company’s Stock in the sale, merger or
consolidation, minus (2) the exercise price per share of the shares subject to
the Option.
  8
  (b)           ADJUSTMENT OF
SHARES.  The exercise price shall be subject to adjustment from
time to time in the event that the Company shall (i) pay a dividend in, or make
a distribution of, shares of Stock (or securities convertible into, exchangeable
for or otherwise entitling a holder thereof to receive Stock), or evidences of
indebtedness or other property or assets, on outstanding Stock, (ii) subdivide
the outstanding shares of Stock into a greater number of shares, (iii) combine
the outstanding shares of Stock into a smaller number of shares or (iv) issue
any shares of its capital stock in a reclassification of the Stock (including
any such reclassification in connection with a consolidation or merger in which
the Company is the resulting corporation).  An adjustment made
pursuant to this section 6(b) shall, in the case of a dividend or distribution,
be made as of the record date therefor and, in the case of a subdivision,
combination or reclassification, be made as of the effective date
thereof.  In any such case, the total number of shares and the number
of shares or other units of such other securities purchasable on exercise of the
Option immediately prior thereto shall be adjusted so that the Optionee shall be
entitled to receive at the same aggregate purchase price the number of shares of
Stock and the number of shares or other units of such other securities that the
Optionee would have owned or would have been entitled to receive immediately
following the occurrence of any of the events described above had the Option
been exercised in full immediately prior to the occurrence (or applicable record
date) of such event.  If, as a result of any adjustment pursuant to
this section 6(b), the Optionee shall become entitled to receive shares of two
or more classes or series of securities of the Company, the Board shall
equitably determine the allocation of the adjusted exercise price between or
among shares or other units of such classes or series and shall notify the
Optionee of such allocation.
  (c)           If
at any time, as a result of an adjustment made pursuant to this section 6, the
Optionee shall become entitled to receive any shares of capital stock or shares
or other units of other securities or property or assets other than Stock, the
number of such other shares or units so receivable on any exercise of the Option
shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the shares of
Stock in this section 6, and the provisions of this Agreement with respect to
the shares of Stock shall apply, with necessary changes in points of detail, on
like terms to any such other shares or units.
  (d)           All
calculations under this section 6 shall be, in the case of exercise price,
rounded up to the nearest cent or, in the case of shares, rounded down to the
nearest one-hundredth of a share, but in no event shall the Company be obligated
to issue any fractional share on any exercise of the Option.
  9
  7.
                AMENDMENT
      OF THE PLAN.
 (a)           The
Board may from time to time amend or modify the Plan for any reason; provided
that the Company will seek shareholder approval for any change if and to the
extent required by applicable law, regulation or rule.
  (b)           It
is expressly contemplated that the Board may amend the Plan in any respect the
Board deems necessary or advisable to provide Optionees with the maximum
benefits provided or to be provided under the Code and the regulations
promulgated thereunder relating to Incentive Stock Options or to cause the Plan
or Incentive Stock Options to comply therewith.
  (c)           Rights
and obligations under any Option granted before amendment of the Plan shall not
be altered or impaired by any amendment, unless the Optionee consents in
writing.
  8.
              TERMINATION
      OR SUSPENSION OF THE PLAN.
  The Board
may suspend or terminate the Plan at any time for any reason.  Unless
sooner terminated, the Plan shall terminate on the day prior to the tenth
anniversary of the earlier of the date the Plan is adopted by the Board or the
date the Plan is approved by the Company’s shareholders.  No Options
may be granted under the Plan while the Plan is suspended or after it is
terminated.  Rights and obligations under any Option granted while the
Plan is in effect shall not be altered or impaired by suspension or termination
of the Plan, except with the written consent of the Optionee.
  9.
              EFFECTIVE
      DATE OF THE PLAN.
  The
effective date of the Plan shall be determined by the Board.  Except
as provided in the next sentence, Incentive Stock Options shall not be issued
under the Plan unless at the time of such issuance the Code requires approval of
the Plan by the shareholders of the Company holding not less than the majority
of the shares present and voting at an annual or special meeting or by written
consent specified in the Code and the Plan is so
approved.  Notwithstanding the foregoing, Incentive Stock Options may
be granted by the Board as provided herein within twelve months of the expected
date on which such meeting is to be held or such written consents solicited
subject to such subsequent shareholder approval.  Options may be
issued to an Officer or Director at any time, but shall not be exercisable prior
to shareholder approval of the Plan pursuant to Rule 4350(i) of the National
Association of Securities Dealers, Inc.’s Qualification Requirements for NASDAQ
Stock Market Securities; provided, however, that Options may be issued to any
person not previously employed by the Company and may be exercisable at any
time, as an inducement essential to the individual’s entering into an employment
contract with the Company as an Officer.
  10.
              WITHHOLDING
      TAXES.
  Whenever
the Company proposes or is required to issue or transfer shares of Stock under
the Plan, the Company shall have the right to require the grantee to remit to
the Company an amount sufficient to satisfy any Federal, state or local
withholding tax requirements prior to the delivery of any certificate or
certificates for such shares.  Alternatively, the Company may issue or
transfer such shares net of the number of shares sufficient to satisfy the
minimum withholding tax requirements.  For withholding tax purposes,
the shares of Stock shall be valued on the date the withholding obligation is
incurred.
  10
  11.
                NO
      RIGHTS AS SHAREHOLDER.
 No
Optionee, as such, shall have any rights as a shareholder of the
Company.
  12.
              NO
      RIGHTS TO CONTINUED EMPLOYMENT OR
ENGAGEMENT.
  The Plan
and any Options granted under the Plan shall not confer on any Optionee any
right with respect to continuation of employment by the Company or any
Subsidiary or engagement as a Director, nor shall they interfere in any way with
the right of the Company or any Subsidiary that employs or engages an Optionee
to terminate the Optionee’s employment or engagement at any time.
  13.
              COMPLIANCE
      WITH SECTION 16 OF THE EXCHANGE
ACT.
  So long
as a class of the Company’s equity securities is registered under section 12 of
the Exchange Act, the Company intends that the Plan shall comply in all respects
with Rule 16b-3.  If during such time any provision of this Plan
is found not to be in compliance with Rule 16b-3, that provision shall be
deemed to have been amended or deleted as and to the extent necessary to comply
with Rule 16b-3, and the remaining provisions of the Plan shall continue in
full force and effect without change.  All transactions under the Plan
during such time shall be executed in accordance with the requirements of
section 16 of the Exchange Act and the applicable regulations promulgated
thereunder.
  14.
              INDEMNIFICATION.
  In
addition to such other rights of indemnification as they may have as Directors
or Officers, Directors and Officers to whom authority to act for the Board or
the Company is delegated shall be indemnified by the Company against all
reasonable expenses, including attorneys’ fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan, or any right granted hereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such person
is liable for gross negligence, bad faith or intentional misconduct in duties;
provided, however, that within sixty (60) days after the institution of such
action, suit or proceeding, such person shall offer to the Company, in writing,
the opportunity at its own expense to handle and defend the same.
  11
  ANNEX A
  
  INCENTIVE STOCK OPTION
AGREEMENT
  __________________,
Optionee:
  Waste
Connections, Inc. (the “Company”), pursuant to its 2002 Senior Management Equity
Incentive Plan (the “Plan”), has this ______________, 20___, granted to you, the
optionee named above, an option to purchase shares of the common stock of the
Company (“Stock”).  This option is intended to qualify as an
“incentive stock option” within the meaning of section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”).
  The grant
under this Incentive Stock Option Agreement (the “Agreement”) is in
connection with and in furtherance of the Company’s compensatory benefit plan
for participation of the Company’s Officers and
Directors.  Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Plan.  The option
granted hereunder shall be subject to and governed by the following terms and
conditions:
  1.           The
total number of shares of Stock subject to this option is ______________
shares.  Subject to the limitations herein and in the Plan, this
option shall become exercisable (vest) as follows:
  Number
      of Shares
                (Installment)
              Date
      of Earliest Exercise
                (Vesting)
 The
installments provided for are cumulative.  Each such installment that
becomes exercisable shall remain exercisable until expiration or earlier
termination of the option.
  2.           (a)           The
exercise price of this option is $_____________________ per share, being not
less than 100 percent of [110 percent if Optionee is a Ten Percent Shareholder]
the Fair Market Value of the Stock on the date of grant of this
option.
 (b)           Payment of
the exercise price per share is due in full in cash (including check) on
exercise of all or any part of each installment that has become exercisable by
you; provided that, if at the time of exercise the Stock is publicly traded and
quoted regularly in the Wall
Street Journal, payment of the exercise price, to the extent permitted by
the Company and applicable statutes and regulations, may be made by having the
Company withhold shares of Stock issuable on such exercise, by delivering shares
of Stock already owned by you, by cashless exercise described in
Section 5(d) of the Plan and complying with its provisions, or by
delivering a combination of such forms of payment.  Such Stock
(i) shall be valued at its Fair Market Value at the close of business on
the date of exercise, (ii) if originally acquired from the Company, must
have been held for the period required to avoid a charge to the Company’s
reported earnings, and (iii) must be owned free and clear of any liens,
claims, encumbrances or security interests.
  Annex A:
Page 1
   3.           (a)           Subject
to the provisions of this Agreement, you may elect at any time during your
Continuous Status as an Officer or Director to exercise this option as to any
part or all of the shares subject to this option at any time during the term
hereof, including, without limitation, a time prior to the date of earliest
exercise (vesting) stated in paragraph 1 hereof; provided
that:
  (i)           a
partial exercise of this option shall be deemed to cover first vested shares and
then unvested shares next vesting;
  (ii)           any
shares so purchased that shall not have vested as of the date of exercise shall
be subject to the purchase option in favor of the Company as described in the
Early Exercise Stock Purchase Agreement available from the Company;
  (iii)           you
shall enter into an Early Exercise Stock Purchase Agreement in the form
available from the Company with a vesting schedule that will result in the same
vesting as if no early exercise had occurred; and
  (iv)           you
acknowledge that the aggregate Fair Market Value (determined as of the date
options are granted) of any Stock subject to Incentive Stock Options
granted to you by the Company or any parent or Subsidiary that become
exercisable for the first time during any calendar year may not exceed $100,000,
and agree that to the extent that the aggregate Fair Market Value of Stock with
respect to which such Incentive Stock Options are exercisable by you for the
first time in a calendar year exceeds $100,000, the options or portions thereof
in excess of such limit shall be treated (according to the order in which they
were granted) as Nonqualified Stock Options.
  (b)           The
election provided in this paragraph 3 to purchase shares on the exercise of this
option prior to the vesting dates shall cease on termination of your Continuous
Status as an Officer or Director and may not be exercised from or after the date
thereof.
  4.           This
option may not be exercised for any number of shares that would require the
issuance of anything other than whole shares.
  5.           Notwithstanding
anything to the contrary herein, this option may not be exercised if the
issuance of shares of Stock upon exercise would constitute a violation of any
applicable federal, state or foreign securities laws or other law or regulations
or the requirements of any stock exchange or market system upon which the Stock
may then be listed.  In addition, this option may not be exercised
unless (a) a registration statement under the Securities Act shall at the
time of exercise of the option be in effect with respect to the shares issuable
upon exercise of the option or (b) in the opinion of legal counsel to the
Company, the shares issuable upon exercise of the option may be issued in
accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act.  The inability of the Company to
obtain from any regulatory body having jurisdiction the authority, if any,
deemed by the Company’s legal counsel to be necessary to the lawful issuance and
sale of any shares hereunder shall relieve the Company of any liability in
respect of the failure to issue or sell such shares as to which such requisite
authority shall not have been obtained.  As a condition to the
exercise of any option, the Company may require the Optionee to satisfy any
qualifications that may be necessary or appropriate,
to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the
Company.
  Annex A:
Page 2
  6.           The
term of this option commences on the date hereof and, unless sooner terminated
as set forth below or in the Plan, terminates on ___________________ (which date
shall be no more than [ten years] [five years if Optionee is a Ten Percent
Shareholder] from the date this option is granted).  In no event may
this option be exercised on or after the date on which it
terminates.  This option shall terminate prior to the expiration of
its term on the day after the termination of your Continuous Status as an
Officer or Director for any reason or for no reason, unless:
  (a)           such
termination is due to your retirement or Disability and you do not die within
the three months after such termination, in which event the option shall
terminate on the earliest of the termination date set forth above, six months,
in the case of Disability, or three months in the case of retirement, after such
termination of your Continuous Status as an Officer or Director; or
  (b)           such
termination is due to your death, or such termination is due to your retirement
or Disability and you die within three months after such termination, in which
event the option shall terminate on the earlier of the termination date set
forth above or the first anniversary of your death.
  Notwithstanding
any of the foregoing provisions to the contrary however, this option may be
exercised following termination of your Continuous Status as an Officer or
Director only as to that number of shares as to which it shall have been
exercisable under paragraph 1 of this Agreement on the date of such
termination.
  7.           (a)           This
option may be exercised, to the extent specified above, by delivering a notice
of exercise (in a form designated by the Company) together with the
exercise price to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to subsection
5(f) of the Plan.
  (b)           By
exercising this option you agree that:
  (i)           the
Company may require you to enter into an arrangement providing for the cash
payment by you to the Company of any tax withholding obligation of the Company
arising by reason of (A) the exercise of this option, (B) the lapse of
any substantial risk of forfeiture to which the shares are subject at the time
of exercise, or (C) the disposition of shares acquired on such
exercise;
  (ii)           you
will notify the Company in writing within fifteen days after the date of any
disposition of any of the shares of the Stock issued on exercise of this option
that occurs within two years after the date of this option grant or within one
year after such shares of Stock are issued on exercise of this option;
and
  (iii)           the
Company (or a representative of the underwriters) may, in connection with
an underwritten registration of the offering of any securities of the Company
under the Exchange Act, require that you not sell or otherwise transfer or
dispose of any shares of Stock or other securities of the Company during such
period (not to exceed 180 days) following
the effective date (the “Effective Date”) of the registration statement of
the Company filed under the Exchange Act as may be requested by the Company or
the representative of the underwriters.  For purposes of this
restriction, you will be deemed to own securities which (A) are owned
directly or indirectly by you, including securities held for your benefit by
nominees, custodians, brokers or pledgees, (B) may be acquired by you
within sixty days of the Effective Date, (C) are owned directly or
indirectly, by or for your brothers or sisters (whether by whole or half blood),
spouse, ancestors and lineal descendants, or (D) are owned, directly or
indirectly, by or for a corporation, partnership, estate or trust of which you
are a shareholder, partner or beneficiary, but only to the extent of your
proportionate interest therein as a shareholder, partner or beneficiary
thereof.  You further agree that the Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such period.
  Annex A:
Page 3
  8.           (a)           In
the event that the Company is subject to a Change in Control:
  (i)           immediately
prior thereto this option shall be automatically accelerated and become
immediately exercisable as to all of the shares of Stock covered hereby,
notwithstanding anything to the contrary in the Plan or this Agreement;
and
  (ii)           the
Board may, in its discretion, and on such terms and conditions as it deems
appropriate, by resolution adopted by the Board or by the terms of any agreement
of sale, merger or consolidation giving rise to the Change in Control, provide
that, without Optionee’s consent, the shares subject to this option may
(A) continue as an immediately exercisable option of the Company (if the
Company is the surviving corporation), (B) be assumed as immediately
exercisable options by the surviving corporation or its parent, (C) be
substituted by immediately exercisable options granted by the surviving
corporation or its parent with substantially the same terms for this option, or
(D) be cancelled after payment to Optionee of an amount in cash or other
consideration delivered to stockholders of the Company in the transaction
resulting in a Change in Control of the Company equal to the total number of
shares subject to this option multiplied by the remainder of (1) the amount
per share to be received by holders of the Company’s Stock in the sale, merger
or consolidation, minus (2) the exercise price per share of the shares
subject to this option.
  (b)           The
exercise price shall be subject to adjustment from time to time in the event
that the Company shall (i) pay a dividend in, or make a distribution of, shares
of Stock (or securities convertible into, exchangeable for or otherwise
entitling a holder thereof to receive Stock), or evidences of indebtedness or
other property or assets, on outstanding Stock, (ii) subdivide the outstanding
shares of Stock into a greater number of shares, (iii) combine the outstanding
shares of Stock into a smaller number of shares or (iv) issue any shares of its
capital stock in a reclassification of the Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the resulting corporation).  An adjustment made pursuant to
this section 8(b) shall, in the case of a dividend or distribution, be made as
of the record date therefor and, in the case of a subdivision, combination or
reclassification, be made as of the effective date thereof.  In any
such case, the total number of shares and the number of shares or other units of
such other securities purchasable on exercise of the option immediately prior
thereto shall be adjusted so that the Optionee shall be entitled to receive at
the same aggregate purchase price the number of shares of Stock and the number
of shares or other units of such other securities that the Optionee would have
owned or would have been entitled to receive immediately following the
occurrence of any of the events described above had the option
been exercised in full immediately prior to the occurrence (or applicable record
date) of such event.  If, as a result of any adjustment pursuant to
this section 8(b), the Optionee shall become entitled to receive shares of two
or more classes or series of securities of the Company, the Board shall
equitably determine the allocation of the adjusted exercise price between or
among shares or other units of such classes or series and shall notify the
Optionee of such allocation.
  Annex A:
Page 4
  (c)           If
at any time, as a result of an adjustment made pursuant to this section 8,
the Optionee shall become entitled to receive any shares of capital stock or
shares or other units of other securities or property or assets other than
Stock, the number of such other shares or units so receivable on any exercise of
the option shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
shares of Stock in this section 8, and the provisions of this Agreement
with respect to the shares of Stock shall apply, with necessary changes in
points of detail, on like terms to any such other shares or units.
  (d)           All
calculations under this section 8 shall be, in the case of exercise price,
rounded up to the nearest cent or, in the case of shares subject to this option,
rounded down to the nearest one-hundredth of a share, but in no event shall the
Company be obligated to issue any fractional share on any exercise of the
option.
  9.           This
option is generally not transferable, except by will or by the laws of descent
and distribution, unless the Company expressly permits a transfer, such as to a
trust or other entity for estate planning purposes.  Unless the
Company approves such a transfer, this option is exercisable during your life
only by you.
  10.           This
Agreement is not an employment contract and nothing in this Agreement shall be
deemed to create in any way whatsoever any obligation on your part to continue
in the employ of the Company, or of the Company to continue your employment with
the Company.
  11.           Any
notice or other communication to be given under or in connection with this
Agreement or the Plan shall be given in writing and shall be deemed effectively
given on receipt or, in the case of notices from the Company to you, five days
after deposit in the United States mail, postage prepaid, addressed to you at
the address specified below or at such other address as you may hereafter
designate by notice to the Company.
  12.           This
Agreement is subject to all provisions of the Plan, a copy of which is attached
hereto and made a part of this Agreement, including, without limitation, the
provisions of section 5 of the Plan relating to option provisions, and is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the
Plan.  In the event of any conflict between the provisions of this
Agreement and those of the Plan, the provisions of the Plan shall
control.
  Annex A:
Page 5
  WASTE
      CONNECTIONS, INC.ByDuly
      authorized on behalfof the Board
      of Directors
 
 ATTACHMENTS:
  Waste
Connections, Inc. 2002 Senior Management Equity Incentive Plan
  Notice of
Exercise
  Annex A:
Page 6
  The
undersigned:
  (a)           Acknowledges
receipt of the foregoing Incentive Stock Option Agreement and the attachments
referenced therein and understands that all rights and liabilities with respect
to the option granted under the Agreement are set forth in such Agreement and
the Plan; and
  (b)           Acknowledges
that as of the date of grant set forth in such Agreement, the Agreement sets
forth the entire understanding between the undersigned optionee and the Company
and its Subsidiaries regarding the acquisition of Stock pursuant to the option
and supersedes all prior oral and written agreements on that subject with the
exception of (i) the options, if any, previously granted and delivered to
the undersigned under stock option plans of the Company, and (ii) the
following agreements only:
  
 NONE:
              _____________(Initial)OTHER:
              ___________________________________________________________________________OPTIONEE
 Address:
  Annex A:
Page 7
 
     NOTICE OF
EXERCISE
 Waste Connections,
      Inc.35 Iron Point
      Circle, Suite 200
              
              
              Date of
      Exercise: __________Folsom,
      CA  95630
  Ladies
and Gentlemen:
  This
constitutes notice under my Incentive Stock Option Agreement that I elect to
purchase the number of shares of Common Stock (“Stock”) of Waste
Connections, Inc. (the “Company”) for the price set forth
below.
   Option Agreement
      dated:
              _______________________Number of shares
      asto which option
      isexercised:
              _______________________Certificates to
      beissued in name
      of:
              _______________________Total exercise
      price:
              $______________________Cash payment
      deliveredherewith:
              $______________________Value of __________
      sharesof _________________
      commonstock delivered
      herewith:1
              $______________________
  By this
exercise, I agree (i) to provide such additional documents as you may
require pursuant to the terms of the Waste Connections, Inc. 2002 Senior
Management Equity Incentive Plan or the Option Agreement, (ii) to provide
for the payment by me to you (in the manner designated by you) of your
withholding obligation, if any, relating to the exercise of this option, and
(iii) if this exercise relates to an incentive stock option, to notify you
in writing within fifteen days after the date of any disposition of any of the
shares of Stock issued on exercise of this option that occurs within two years
after the date of grant of this option or within one year after such shares of
Stock are issued on exercise of this option.
   
 1           Shares
must meet the public trading requirements set forth in the Option
Agreement.  Shares must be valued in accordance with the terms of the
option being exercised, must have been owned for the minimum period required in
the Option Agreement, and must be owned free and clear of any liens, claims,
encumbrances or security interests.  Certificates must be endorsed or
accompanied by an executed assignment separate from certificate.
  Annex A:
Page 8
  I
hereby represent, warrant and agree with respect to the shares of Stock of the
Company that I am acquiring by this exercise of the option (the
“Shares”) that, if required by the Company (or a representative of the
underwriters) in connection with an underwritten registration of the
offering of any securities of the Company under the Securities Act, I will not
sell or otherwise transfer or dispose of any shares of Stock or other securities
of the Company during such period (not to exceed 180 days) following the
effective date of the registration statement of the
  Very
      truly yours,
  Annex A:
Page 9
  
 Annex B
  NONQUALIFIED STOCK OPTION
AGREEMENT
  ____________,
Optionee:
  Waste
Connections, Inc. (the “Company”), pursuant to its 2002 Senior Management Equity
Incentive Plan (the “Plan”), has this __________, 20__, granted to you, the
optionee named above, an option to purchase shares of the common stock of the
Company (“Stock”).  This option is not intended to qualify and will
not be treated as an “incentive stock option” within the meaning of section 422
of the Internal Revenue Code of 1986, as amended (the “Code”).
  The grant
under this Nonqualified Stock Option Agreement (the “Agreement”) is in
connection with and in furtherance of the Company’s compensatory benefit plan
for participation of the Company’s Officers and
Directors.  Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Plan.  The option
granted hereunder shall be subject to and governed by the following terms and
conditions:
  1.           The
total number of shares of Stock subject to this option is _______________
shares.  Subject to the limitations herein and in the Plan, this
option shall become exercisable (vest) as follows:
  Number
      of Shares
                (Installment)
              Date
      of Earliest Exercise
                (Vesting)
 The
installments provided for are cumulative.  Each such installment that
becomes exercisable shall remain exercisable until expiration or earlier
termination of the option.
  2.           (a)           The
exercise price of this option is $______________ per share.
  (b)           Payment
of the exercise price per share is due in full in cash (including check) on
exercise of all or any part of each installment that has become exercisable by
you; provided that, if at the time of exercise the Stock is publicly traded and
quoted regularly in the Wall
Street Journal, payment of the exercise price, to the extent permitted by
the Company and applicable statutes and regulations, may be made by having the
Company withhold shares of Stock issuable on such exercise, by delivering shares
of Stock already owned by you, by cashless exercise described in
Section 5(d) of the Plan and complying with its provisions, or by
delivering a combination of such forms of payment.  Such Stock
(i) shall be valued at its Fair Market Value at the close of business on
the date of exercise, (ii) if originally acquired from the Company, must
have been held for the period required to avoid a charge to the Company’s
reported earnings, and (iii) must be owned free and clear of any liens,
claims, encumbrances or security interests.
  Annex B:
Page 1
 3.           (a)           Subject
to the provisions of this Agreement, you may elect at any time during your
Continuous Status as an Officer or Director to exercise this option as to any
part or all of the shares subject to this option at any time during the term
hereof, including, without limitation, a time prior to the date of earliest
exercise (vesting) stated in paragraph 1 hereof; provided
that:
  (i)           a
partial exercise of this option shall be deemed to cover first vested shares and
then unvested shares next vesting;
  (ii)           any
shares so purchased that shall not have vested as of the date of exercise shall
be subject to the purchase option in favor of the Company as described in the
Early Exercise Stock Purchase Agreement available from the Company;
and
  (iii)           you
shall enter into an Early Exercise Stock Purchase Agreement in the form
available from the Company with a vesting schedule that will result in the same
vesting as if no early exercise had occurred.
  (b)           The
election provided in this paragraph 3 to purchase shares on the exercise of this
option prior to the vesting dates shall cease on termination of your Continuous
Status as an Officer or Director and may not be exercised from or after the date
thereof.
  4.           This
option may not be exercised for any number of shares that would require the
issuance of anything other than whole shares.
  5.           Notwithstanding
anything to the contrary herein, this option may not be exercised if the
issuance of shares of Stock upon exercise would constitute a violation of any
applicable federal, state or foreign securities laws or other law or regulations
or the requirements of any stock exchange or market system upon which the Stock
may then be listed.  In addition, this option may not be exercised
unless (a) a registration statement under the Securities Act shall at the
time of exercise of the option be in effect with respect to the shares issuable
upon exercise of the option or (b) in the opinion of legal counsel to the
Company, the shares issuable upon exercise of the option may be issued in
accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act.  The inability of the Company to
obtain from any regulatory body having jurisdiction the authority, if any,
deemed by the Company’s legal counsel to be necessary to the lawful issuance and
sale of any shares hereunder shall relieve the Company of any liability in
respect of the failure to issue or sell such shares as to which such requisite
authority shall not have been obtained.  As a condition to the
exercise of any option, the Company may require the Optionee to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with
any applicable law or regulation and to make any representation or warranty with
respect thereto as may be requested by the Company.
  6.           The
term of this option commences on the date hereof and, unless sooner terminated
as set forth below or in the Plan, terminates on ________________ (which date
shall be no more than ten years from the date this option is
granted).  In no event may this option be exercised on or after the
date on which it terminates.  This option shall terminate prior to the
expiration of its term the date of termination of your Continuous Status as an
Officer or Director for any reason or for no reason, unless:
  (a)           such
termination is due to your retirement or Disability and you do not die within
the three months after such termination, in which event the option shall
terminate on the earlier of the termination date set forth above or six months
after such termination of your Continuous Status as an Officer or Director; or  Annex B:
Page 2
  (b)           such
termination is due to your death, or such termination is due to your retirement
or Disability and you die within three months after such termination, in which
event the option shall terminate on the earlier of the termination date set
forth above or the first anniversary of your death.
  Notwithstanding
any of the foregoing provisions to the contrary however, this option may be
exercised following termination of your Continuous Status as an Officer or
Director only as to that number of shares as to which it shall have been
exercisable under paragraph 1 of this Agreement on the date of such
termination.
  7.           (a)           This
option may be exercised, to the extent specified above, by delivering a notice
of exercise (in a form designated by the Company) together with the
exercise price to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to subsection
5(f) of the Plan.
  (b)           By
exercising this option you agree that the Company (or a representative of the
underwriters) may, in connection with an underwritten registration of the
offering of any securities of the Company under the Exchange Act, require that
you not sell or otherwise transfer or dispose of any shares of Stock or other
securities of the Company during such period (not to exceed 180
days) following the effective date (the “Effective Date”) of the
registration statement of the Company filed under the Exchange Act as may be
requested by the Company or the representative of the
underwriters.  For purposes of this restriction, you will be deemed to
own securities which (A) are owned directly or indirectly by you, including
securities held for your benefit by nominees, custodians, brokers or pledgees,
(B) may be acquired by you within sixty days of the Effective Date,
(C) are owned directly or indirectly, by or for your brothers or sisters
(whether by whole or half blood), spouse, ancestors and lineal descendants, or
(D) are owned, directly or indirectly, by or for a corporation,
partnership, estate or trust of which you are a shareholder, partner or
beneficiary, but only to the extent of your proportionate interest therein as a
shareholder, partner or beneficiary thereof.  You further agree that
the Company may impose stop-transfer instructions with respect to securities
subject to the foregoing restrictions until the end of such period.
  8.           (a)           In
the event that the Company is subject to a Change in Control:
  (i)           immediately
prior thereto this option shall be automatically accelerated and become
immediately exercisable as to all of the shares of Stock covered hereby,
notwithstanding anything to the contrary in the Plan or this Agreement;
and
  (ii)           the
Board may, in its discretion, and on such terms and conditions as it deems
appropriate, by resolution adopted by the Board or by the terms of any agreement
of sale, merger or consolidation giving rise to the Change in Control, provide
that, without Optionee’s consent, the shares subject to this option may
(A) continue as an immediately exercisable option of the Company (if the
Company is the surviving corporation), (B) be assumed as immediately
exercisable options by the surviving corporation or its parent, (C) be
substituted by immediately exercisable options granted by the surviving
corporation or its parent with substantially the same terms for this option, or
(D) be cancelled after payment to Optionee of an amount in cash or other
consideration delivered to stockholders of the Company in the transaction
resulting in a Change in Control of the Company equal to the total number of
shares subject to this option multiplied by the remainder of (1) the amount
per share to be received by holders of the Company’s Stock in the sale, merger
or consolidation, minus (2) the exercise price per share of the shares
subject to this option.
  Annex B:
Page 3
  (b)           The
exercise price shall be subject to adjustment from time to time in the event
that the Company shall (i) pay a dividend in, or make a distribution of, shares
of Stock (or securities convertible into, exchangeable for or otherwise
entitling a holder thereof to receive Stock), or evidences of indebtedness or
other property or assets, on outstanding Stock, (ii) subdivide the outstanding
shares of Stock into a greater number of shares, (iii) combine the outstanding
shares of Stock into a smaller number of shares or (iv) issue any shares of its
capital stock in a reclassification of the Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the resulting corporation).  An adjustment made pursuant to
this section 8(b) shall, in the case of a dividend or distribution, be made as
of the record date therefor and, in the case of a subdivision, combination or
reclassification, be made as of the effective date thereof.  In any
such case, the total number of shares and the number of shares or other units of
such other securities purchasable on exercise of the option immediately prior
thereto shall be adjusted so that the Optionee shall be entitled to receive at
the same aggregate purchase price the number of shares of Stock and the number
of shares or other units of such other securities that the Optionee would have
owned or would have been entitled to receive immediately following the
occurrence of any of the events described above had the option been exercised in
full immediately prior to the occurrence (or applicable record date) of such
event.  If, as a result of any adjustment pursuant to this section
8(b), the Optionee shall become entitled to receive shares of two or more
classes or series of securities of the Company, the Board shall equitably
determine the allocation of the adjusted exercise price between or among shares
or other units of such classes or series and shall notify the Optionee of such
allocation.
  (c)           If
at any time, as a result of an adjustment made pursuant to this section 8,
the Optionee shall become entitled to receive any shares of capital stock or
shares or other units of other securities or property or assets other than
Stock, the number of such other shares or units so receivable on any exercise of
the option shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
shares of Stock in this section 8, and the provisions of this Agreement
with respect to the shares of Stock shall apply, with necessary changes in
points of detail, on like terms to any such other shares or units.
  (d)           All
calculations under this section 8 shall be, in the case of exercise price,
rounded up to the nearest cent or, in the case of shares subject to this option,
rounded down to the nearest one-hundredth of a share, but in no event shall the
Company be obligated to issue any fractional share on any exercise of the
option.
  9.           This
option is generally not transferable, except by will or by the laws of descent
and distribution, unless the Company expressly permits a transfer, such as to a
trust or other entity for estate planning purposes.  Unless the
Company approves such a transfer, this option is exercisable during your life
only by you.
  Annex B:
Page 4
  10.           This
Agreement is not an employment contract and nothing in this Agreement shall be
deemed to create in any way whatsoever any obligation on your part to continue
in the employ of the Company, or of the Company to continue your employment with
the Company.  If this option is granted to you in connection with your
performance of services as a Director, references to employment, Employee and
similar terms shall be deemed to include the performance of services as a
Director; provided that no rights as an Employee shall arise by reason of the
use of such terms.
  11.           Any
notice or other communication to be given under or in connection with this
Agreement or the Plan shall be given in writing and shall be deemed effectively
given on receipt or, in the case of notices from the Company to you, five days
after deposit in the United States mail, postage prepaid, addressed to you at
the address specified below or at such other address as you may hereafter
designate by notice to the Company.
  12.           This
Agreement is subject to all provisions of the Plan, a copy of which is attached
hereto and made a part of this Agreement, including, without limitation, the
provisions of section 5 of the Plan relating to option provisions, and is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the
Plan.  In the event of any conflict between the provisions of this
Agreement and those of the Plan, the provisions of the Plan shall
control.
 
 WASTE
      CONNECTIONS, INC.
  ByDuly authorized on
      behalfof the Board of
      Directors
  
  ATTACHMENTS:
  Waste
Connections, Inc. 2002 Senior Management Equity Incentive Plan
 Notice of
Exercise
  Annex B:
Page 5
  The
undersigned:
  (a)           Acknowledges
receipt of the foregoing Nonqualified Stock Option Agreement and the attachments
referenced therein and understands that all rights and liabilities with respect
to the option granted under the Agreement are set forth in such Agreement and
the Plan; and
  (b)           Acknowledges
that as of the date of grant set forth in such Agreement, the Agreement sets
forth the entire understanding between the undersigned optionee and the Company
and its Subsidiaries regarding the acquisition of Stock pursuant to the option
and supersedes all prior oral and written agreements on that subject with the
exception of (i) the options, if any, previously granted and delivered to
the undersigned under stock option plans of the Company, and (ii) the
following agreements only:
   NONE:
              _____________(Initial)OTHER:
              ___________________________________________________________________________
  
 OPTIONEEAddress:
 Annex B:
Page 6
 
 NOTICE OF
EXERCISE
   Waste Connections,
      Inc.35 Iron Point
      Circle, Suite 200
              
              
              Date of Exercise:
      __________Folsom,
      CA  95630
  Ladies
and Gentlemen:
  This
constitutes notice under my Nonqualified Stock Option Agreement that I elect to
purchase the number of shares of Common Stock (“Stock”) of Waste
Connections, Inc. (the “Company”) for the price set forth
below.
   Option Agreement
      dated:
              _______________________Number of shares
      asto which option
      isexercised:
              _______________________Certificates to
      beissued in name
      of:
              _______________________Total exercise
      price:
              $______________________Cash payment
      deliveredherewith:
              $______________________Value of __________
      sharesof _________________
      commonstock delivered
      herewith:2
              $______________________
 
 By this
exercise, I agree (i) to provide such additional documents as you may
require pursuant to the terms of the Waste Connections, Inc. 2002 Senior
Management Equity Incentive Plan or the Option Agreement, (ii) to provide
for the payment by me to you (in the manner designated by you) of your
withholding obligation, if any, relating to the exercise of this option, and
(iii) if this exercise relates to an incentive stock option, to notify you
in writing within fifteen days after the date of any disposition of any of the
shares of Stock issued on exercise of this option that occurs within two years
after the date of grant of this option or within one year after such shares of
Stock are issued on exercise of this option.
  
 2           Shares
must meet the public trading requirements set forth in the Option
Agreement.  Shares must be valued in accordance with the terms of the
option being exercised, must have been owned for the minimum period required in
the Option Agreement, and must be owned free and clear of any liens, claims,
encumbrances or security interests.  Certificates must be endorsed or
accompanied by an executed assignment separate from certificate.
 Annex B:
Page 7


I hereby
represent, warrant and agree with respect to the shares of Stock of the Company
that I am acquiring by this exercise of the option (the “Shares”) that, if
required by the Company (or a representative of the underwriters) in
connection with an underwritten registration of the offering of any securities
of the Company under the Securities Act, I will not sell or otherwise transfer
or dispose of any shares of Stock or other securities of the Company during such
period (not to
exceed 180 days) following the effective date of the registration statement
of the Company filed under the Securities Act (the “Effective Date”) as may
be requested by the Company or the representative of the
underwriters.  For purposes of this restriction, I will be deemed to
own securities that (i) are owned, directly or indirectly by me, including
securities held for my benefit by nominees, custodians, brokers or pledgees;
(ii) may be acquired by me within sixty days of the Effective Date;
(iii) are owned directly or indirectly, by or for my brothers or sisters
(whether by whole or half blood), spouse, ancestors and lineal descendants; or
(iv) are owned, directly or indirectly, by or for a corporation,
partnership, estate or trust of which I am a shareholder, partner or
beneficiary, but only to the extent of my proportionate interest therein as a
shareholder, partner or beneficiary thereof.  I further agree that the
Company may impose stop-transfer instructions with respect to securities subject
to this restriction until the end of such period.
   Very truly
      yours,