WASTE
CONNECTIONS, INC.
  2002
STOCK OPTION PLAN
  1. PURPOSE.
  The
purpose of the Plan is to provide a means for the Company and any Subsidiary,
through the grant of Nonqualified Stock Options to selected Employees and
Consultants, to attract and retain persons of ability as Employees and
Consultants, 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(b) of the
Plan.
  
  (e) “Company” means Waste
Connections, Inc., a Delaware corporation.
  (f) “Consultant” means any person,
including an advisor, engaged by the Company or a Subsidiary to render
consulting services and who is compensated for such services; provided that the
term “Consultant” shall not include Directors.
  (g) “Continuous Status as an Employee or
Consultant” means the employment or relationship as a Consultant is not
interrupted or terminated.  The Board, in its sole discretion, may
determine whether Continuous Status as an Employee or Consultant 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.
  (h) “Director” means a member of
the Company’s Board.
  (i) “Disability” means permanent
and total disability within the meaning of section 422(c)(6) of the
Code.
  (j) “Employee” means any person,
other than officers and Directors, employed by the Company or any Subsidiary of
the Company.  Service as a Consultant shall not be sufficient to
constitute “employment” by the Company.
  (k) “Exchange Act” means the
Securities Exchange Act of 1934, as amended.
  (l) “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.
  (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.
  (n) “Nonqualified Stock Options”
means Options that are not intended to qualify as incentive stock options within
the meaning of section 422 of the Code.
  2
  (o) “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.
  (p) “Optionee” means an Employee
or Consultant who holds an outstanding Option.
  (q) “Options” means Nonqualified
Stock Options.
  (r) “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.
  (s) “Plan” means this Waste
Connections, Inc. 2002 Stock Option Plan.
  (t) “Rule 16b-3” means
Rule 16b-3 under the Exchange Act or any successor to Rule 16b-3, as
amended from time to time.
  (u) “Securities Act” means the
Securities Act of 1933, as amended.
  (v) “Stock” means the Common Stock
of the Company.
  (w) “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.
  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 5,625,000
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:
  (i) determine
and designate from time to time those Employees and Consultants to whom Options
are to be granted;
  (ii) authorize
the granting of Options;
  (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;
  3
  (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.
  Notwithstanding
the foregoing, however, no Option shall be granted after the expiration of ten
years from the effective date of the Plan specified in section 9
below.
  (b) 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.
  (c) 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 5,625,000 shares of Stock and may not
designate a Consultant as an Optionee.
  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 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 the term of any
Option, including any such extensions, shall not exceed ten 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.
  (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.
  4
  (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.
  5
  (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 Employee or
Consultant, or (ii) within three months after termination of the Optionee’s
Continuous Status as an Employee or Consultant 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.
  6
  (h) EXERCISE AFTER TERMINATION OF
OPTIONEE’S CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT AS A RESULT OF
DISABILITY OR RETIREMENT.  If an Optionee’s Continuous Status
as an Employee or Consultant 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 earlier of (i) six months after Disability or
retirement (or such longer period specified in the Option Agreement), and
(ii) 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.
  (i) NO EXERCISE AFTER TERMINATION OF
OPTIONEE’S CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT OTHER THAN AS A RESULT
OF DEATH, DISABILITY OR RETIREMENT.  If an Optionee’s
Continuous Status as an Employee or Consultant 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 Employee or Consultant.  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) 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 Employee or Consultant, 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.
  7
  (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.
  7. AMENDMENT
OF THE PLAN.
  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.  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
  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.
  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.
  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 Consultant, 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.
  9
  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.
  
 10
  Annex A
  NONQUALIFIED STOCK OPTION
AGREEMENT
  ____________,
Optionee:
  Waste
Connections, Inc. (the “Company”), pursuant to its 2002 Stock Option 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 Employees or
Consultants.  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 A:
Page 1
  3.           
(a)           Subject to
the provisions of this Agreement, you may elect at any time during your
Continuous Status as an Employee or Consultant 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 Employee or Consultant 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 on the date of termination of your Continuous Status as
an Employee or Consultant 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 Employee or Consultant; or
  Annex A:
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 Employee or
Consultant 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 A:
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 A:
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 Consultant, references to employment, Employee and
similar terms shall be deemed to include the performance of services as a
Consultant; 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 Stock Option Plan
 Notice of
Exercise
  Annex A:
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 A:
Page 6
   NOTICE OF
EXERCISE
  Waste
      Connections, Inc.35
      Iron Point Circle, Suite 200Folsom,
      CA  95630
              Date
      of Exercise: __________
 
  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: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 Stock Option
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.
  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,
  
 
 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.