EXHIBIT 10.1



FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT



          THIS FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and effective as of June 1, 2000, by and between Ronald J. Mittelstaedt (the "Employee") and Waste
Connections, Inc., a Delaware corporation (the "Company"), and amends and restates in its entirety that certain Employment Agreement dated as of October 1, 1997, by and among the Employee, the Company, J. Bradford Bishop, Frank W. Cutler and James N.
Cutler, Jr.



          The Company desires to engage the services and employment of the Employee for the period provided in this Agreement, and the Employee is willing to accept employment by the Company for such
period, on the terms and conditions set forth below.



          NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions herein, the Company and the Employee agree as follows:



1.       Employment.  The Company agrees to employ the Employee, and the Employee agrees to accept employment with the Company, for the Term stated in Section 3 hereof and on the other terms and conditions herein.


 2.       Position and Responsibilities. During the Term, the Employee
  shall serve as Chief Executive Officer and President of the Company, and shall
  perform such other duties and responsibilities as the Board of Directors (the
  "Board") of the Company may reasonably assign to the Employee from time to time.
  In addition, the Employee shall serve as a member of the Board. While the Employee
  is a member of the Board, he shall serve on the Executive and Finance Committees
  of the Board. The Employee shall devote such time and attention to his duties
  as are necessary to the proper discharge of his responsibilities hereunder.
  The Employee agrees to perform all duties consistent with (a) policies established
  from time to time by the Company and (b) all applicable legal requirements.


 3.       Term. The period of the Employee's employment commenced
  on October 1, 1997 and shall continue through May 31, 2003, unless terminated
  earlier as provided herein or extended by the vote of a majority of the Board
  (the "Term"). On each anniversary of the date of this Agreement, commencing
  June 1, 2001, this Agreement shall be extended automatically an additional year,
  thus extending the Term of this Agreement to three years from such date, unless
  either party shall have given the other notice of termination hereof as provided
  herein. 

 4.       Compensation, Benefits and Reimbursement of Expenses.
  The Company shall compensate the Employee during the Term of this Agreement
  as follows: 

          (a)      Base Salary. The Employee shall be
  paid a base salary ("Base Salary") of not less than Two Hundred Fifty Thousand
  Dollars ($250,000) per year in installments consistent with the Company's usual
  practices. The Board shall review the Employee's Base Salary on October 1 of
  each year or more frequently, at the times prescribed in salary administration
  practices applied generally to management employees of the Company. 

          (b)      Performance Bonus. The Employee shall
  be entitled to an annual cash bonus (the "Bonus") based on the Company's attainment
  of reasonable financial objectives to be determined 







 annually by the Board. The maximum annual Bonus will equal one hundred percent
  (100%) of the applicable year's ending Base Salary and will be payable if the
  Board determines, in its sole and exclusive discretion, that that year's financial
  objectives have been fully met. The Bonus shall be paid in accordance with the
  Company's bonus plan, as approved by the Board; provided that in no case shall
  any portion of the Bonus with respect to any fiscal year be paid more than seventy-five
  (75) days after the end of that fiscal year. 

          (c)      Grant of Options. The Employee shall
  be eligible for annual grants of management stock options (“Options”)
  commensurate with his position and with option grants to chief executive officers
  of similarly situated businesses and other senior management employees of the
  Company, as approved by the Board. The terms of the Options shall be described
  in more detail in Stock Option Agreements to be entered into between the Employee
  and the Company. 


          (d)     Other Benefits. During the
Term, the Employee shall be entitled to a vehicle allowance of Five Thousand
Dollars ($5,000) per year net after payment of all taxes. In addition, the
Company shall pay or reimburse the Employee for all fuel and maintenance on
Employee's vehicle. During the Term, the Company shall provide the Employee with
a cellular telephone and will pay or reimburse the Employee's monthly service
fee and costs of calls attributable to Company business. During the Term, the
Company will also pay for the cost of a fax line to Employee's residence. During
the Term, the Employee shall be entitled to receive all other benefits of
employment generally available to other management employees of the Company and
those benefits for which management employees are or shall become eligible,
including, without limitation and to the extent made available by the Company,
medical, dental, disability and prescription coverage, life insurance and
tax-qualified retirement benefits.  The Employee shall be entitled to four (4) weeks of paid vacation each year of his employment.




          (e)     Reimbursement
of Other Expenses. The Company agrees to pay or reimburse the Employee for
all reasonable travel and other expenses incurred by the Employee in connection
with the performance of his duties under this Agreement on presentation of
proper expense statements or vouchers. All such supporting information shall
comply with all applicable Company policies relating to reimbursement for travel
and other expenses.




          (f)     Withholding.
All compensation payable to the Employee hereunder is subject to all withholding
requirements under applicable law.


 5.       Confidentiality. During the Term of his employment, and
  at all times thereafter, the Employee shall not, without the prior written consent
  of the Company, divulge to any third party or use for his own benefit or the
  benefit of any third party or for any purpose other than the exclusive benefit
  of the Company, any confidential or proprietary business or technical information
  revealed, obtained or developed in the course of his employment with the Company
  and which is otherwise the property of the Company or any of its affiliated
  corporations, including, but not limited to, trade secrets, customer lists,
  formulae and processes of manufacture; provided, however, that nothing herein
  contained shall restrict the Employee's ability to make such disclosures during
  the course of his employment as may be necessary or appropriate to the effective
  and efficient discharge of his duties to the Company. 

 6.       Property. Both during the Term of his employment and
thereafter, the Employee shall not remove from the Company's offices or premises
any Company documents, records, notebooks, files, correspondence, reports,
memoranda and similar materials or property of any 

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kind unless necessary in
accordance with the duties and responsibilities of his employment. In the event
that any such material or property is removed, it shall be returned as promptly
as possible. The Employee shall not make, retain, remove or distribute any
copies, or divulge to any third person the nature or contents of any of the
foregoing or of any other oral or written information to which he may have
access, except as disclosure shall be necessary in the performance of assigned
duties. On the termination of his employment with the Company, the Employee
shall leave with or return to the Company all originals and copies of the
foregoing then in his possession or subject to his control, whether prepared by
the Employee or by others.

 7.       Termination By Company.

          (a)     Termination for
  Cause. The employment of the Employee may be terminated for Cause at any time
  by the vote of a majority of the Board; provided, however, that before the Company
  may terminate the Employee's employment for Cause for any reason that is susceptible
  to cure, the Company shall first send the Employee written notice of its intention
  to terminate this Agreement for Cause, specifying in such notice the reasons
  for such Cause and those conditions that, if satisfied by the Employee, would
  cure the reasons for such Cause, and the Employee shall have 60 days from receipt
  of such written notice to satisfy such conditions. If such conditions are satisfied
  within such 60-day period, the Company shall so advise the Employee in writing.
  If such conditions are not satisfied within such 60-day period, the Company
  may thereafter terminate this Agreement for Cause on written Notice of Termination
  (as defined in Section 9(a)) delivered to the Employee describing with specificity
  the grounds for termination. Immediately on termination pursuant to this Section
  7(a), the Company shall pay to the Employee in a lump sum his then current Base
  Salary under Section 4(a) on a prorated basis to the Date of Termination (as
  defined in Section 9(b)). On termination pursuant to this Section 7(a), the
  Employee shall forfeit (i) his Bonus under Section 4(b) for the year in which
  such termination occurs, and (ii) all unvested Options and other options, warrants
  and rights relating to capital stock of the Company. For purposes of this Agreement,
  Cause shall mean:

                     (1) a material breach
  of any of the terms of this Agreement that is not immediately corrected following
  written notice of default specifying such breach;

                     (2) repeated intoxication
  with alcohol or drugs while on Company premises during its regular business
  hours to such a degree that, in the reasonable judgment of the other managers
  of the Company, the Employee is abusive or incapable of performing his duties
  and responsibilities under this Agreement;


                   (3)
conviction of a felony; or


                     (4) misappropriation
  of property belonging to the Company and/or any of its affiliates.



            (b)     Termination Without Cause.
  The employment of the Employee may be terminated without Cause at any time by
  the vote of a majority of the Board on delivery to the Employee of a written
  Notice of Termination (as defined in Section 9(a)). On the Date of Termination
  (as defined in Section 9(b)) pursuant to this Section 7(b), the Company shall
  pay to the Employee in a lump sum in lieu of payments under Section 4(a), 4(b)
  and 4(d) for the remainder of the Term an amount equal to the sum of (i) all
  Base Salary payable under Section 



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4(a) through the termination date, (ii) a pro-rated portion of the maximum Bonus
available to the Employee under Section 4(b) for the year in which the
termination occurs, (iii) an amount equal to three times the Employee’s
Total Compensation for the twelve months preceding the termination date, and
(iv) one million three hundred thirty three thousand three hundred thirty three
dollars and thirty four cents ($1,333,333.34). In addition, provided that
Employee has complied with the provisions of Section 12 hereof, on each of the
first and second anniversaries of the Date of Termination of the Employee’s
employment, the Company shall pay the Employee in a lump sum one million three
hundred thirty three thousand three hundred thirty three dollars and thirty
three cents ($1,333, 333.33). For purposes of this section 7(b), the Employee's
Total Compensation shall equal the sum of the Base Salary, maximum Bonus of 100%
of such Base Salary (whether or not the entire amount was actually earned or
paid to the Employee), vehicle allowance and other benefits and expense
reimbursements described in Sections 4(d) and 4(e), and director's fees paid to
the Employee by the Company, provided that solely for the purpose of computing
Total Compensation, if at the date of termination the Employee’s Base
Salary is less than $250,000 per year, then the Employee’s Base Salary
shall be deemed to be $250,000 for the purpose of such computation. In addition,
on termination of the Employee under this Section 7(b), all of the Employee's
unvested Options and other options, warrants and rights relating to capital
stock of the Company shall immediately vest and become exercisable. The term of
any such options (including the Options), warrants and rights shall be extended
to the fifth anniversary of the Employee's termination. The Employee
acknowledges that extending the term of any incentive stock option pursuant to
this Section 7(b), or Section 7(c), 7(d) or 8(a), could cause such option to
lose its tax-qualified status under the Internal Revenue Code of 1986, as
amended (the "Code"), and agrees that the Company shall have no obligation to
compensate the Employee for any additional taxes he incurs as a result. 

          (c)     
Termination on Disability. If during the Term the Employee should fail to
perform his duties hereunder on account of physical or mental illness or other
incapacity which the Board shall in good faith determine renders the Employee
incapable of performing his duties hereunder, and such illness or other
incapacity shall continue for a period of more than six (6) consecutive months
("Disability"), the Company shall have the right, on written Notice of
Termination (as defined in Section 9(a)) delivered to the Employee to terminate
the Employee's employment under this Agreement. During the period that the
Employee shall have been incapacitated due to Disability, the Employee shall
continue to receive the full Base Salary provided for in Section 4(a) hereof at
the rate then in effect until the Date of Termination (as defined in Section
9(b)) pursuant to this Section 7(c). On the Date of Termination pursuant to this
Section 7(c), the Company shall pay to the Employee in a lump sum an amount
equal to (i) the Base Salary remaining payable to the Employee under Section
4(a) for the full remaining Term, plus (ii) a pro-rated portion of the maximum
Bonus available to the Employee under Section 4(b) for the year in which the
termination occurs. In addition, on such termination, all of the Employee's
unvested Options and other options, warrants and rights relating to capital
stock of the Company shall immediately vest and become exercisable. The term of
any such options (including the Options), warrants and rights shall be extended
to the fifth anniversary of the Employee's termination.



          (d)     Termination on Death. If the Employee shall die during the Term, the employment of the Employee shall thereupon terminate.  On the Date of Termination (as
defined in Section 9(b)) pursuant to this Section 7(d), the Company shall pay to the Employee's estate the payments and other benefits applicable to termination without Cause set forth in clauses (i), (ii)


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and (iii) of Section 7(b) hereof. In addition, on termination of the Employee
under this Section 7(d), all of the Employee's unvested Options and other
options, warrants and rights relating to capital stock of the Company shall
immidiately vest and become exercisable. The term of any such options (including
the Options), warrants and rights shall be extended to the fifth anniversary of
the Employee's termination. The provisions of this Section 7(d) shall not affect
the entitlements of the Employee's heirs, executors, administrators, legatees,
beneficiaries or assigns under any employee benefit plan, fund or program of the
Company.


8.       Termination By
Employee.

          (a)     Termination
for Good Reason. The Employee may terminate his employment hereunder for
Good Reason (as defined below). On the Date of Termination pursuant to this
Section 8(a), the Employee shall be entitled to receive, and the Company agrees
to pay and deliver, the payments and other benefits applicable to termination
without Cause set forth in Section 7(b) hereof at the times and subject to the
conditions set forth therein. In addition, on termination of the Employee under
this Section 8(a), all of the Employee's Options and other options, warrants and
rights relating to capital stock of the Company shall immediately vest and
become exercisable. The term of any such options (including the Options),
warrants and rights shall be extended to the fifth anniversary of the Employee's
termination.

     For purposes of this Agreement, "Good
Reason" shall mean:

                   (1) assignment to
the Employee of duties inconsistent with his responsibilities as they existed on
the date of this Agreement; a substantial alteration in the title(s) of the Employee (so long as the existing corporate structure of the Company is maintained); or a substantial alteration in the status of the Employee in the Company organization as it
existed on the date of this Agreement;

                   (2) the
relocation of the Company's principal executive office to a location more than
fifty (50) miles from its present location;

                   (3) a reduction
by the Company in the Employee's Base Salary without the Employee’s
approval;
                    (4)
a failure by the Company to continue in effect, without substantial change, any
benefit plan or arrangement in which the Employee was participating or the
taking of any action by the Company which would adversely affect the Employee's
participation in or materially reduce his benefits under any benefit plan
(unless such changes apply equally to all other management employees of
Company);


                   (5)
any material breach by the Company of any provision of this Agreement without
the Employee having committed any material breach of his obligations hereunder,
which breach is not cured within twenty (20) days following written notice
thereof to the Company of such breach; or

                   (6) the failure
of the Company to obtain the assumption of this Agreement by any successor
entity.

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          (b)     Termination
Without Good Reason. The Employee may terminate his employment hereunder
without Good Reason on written Notice of Termination delivered to the Company
setting forth the effective date of termination. If the Employee terminates his
employment hereunder without Good Reason, he shall be entitled to receive, and
the Company agrees to pay on the effective date of termination specified in the
Notice of Termination, his current Base Salary under Section 4(a) hereof on a
prorated basis to such date of termination. On termination pursuant to this
Section 8(b), the Employee shall forfeit (i) his Bonus under Section 4(b) for
the year in which such termination occurs, and (ii) all unvested Options and
other options, warrants and rights relating to capital stock of the
Company.

9.       Provisions Applicable to
Termination of Employment.



          (a)     Notice
of Termination. Any purported termination of Employee's employment by the
Company pursuant to Section 7 shall be communicated by Notice of Termination to
the Employee as provided herein, and shall state the specific termination
provisions in this Agreement relied on and set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the
Employee's employment ("Notice of Termination"). If the Employee terminates
under Section 8, he shall give the Company a Notice of Termination.

          (b)     Date
of Termination. For all purposes, "Date of Termination" shall mean, for
Disability, thirty (30) days after Notice of Termination is given to the
Employee (provided the Employee has not returned to duty on a full-time basis
during such 30-day period), or, if the Employee's employment is terminated by
the Company for any other reason or by the Employee, the date on which a Notice
of Termination is given.

          (c)     Benefits
on Termination. On termination of this Agreement by the Company pursuant to
Section 7 or by the Employee pursuant to Section 8, all profit-sharing, deferred
compensation and other retirement benefits payable to the Employee under benefit
plans in which the Employee then participated shall be paid to the Employee in
accordance with the provisions of the respective plans.

10.      Change In Control.

          (a)     Payments
on Change in Control. Notwithstanding any provision in this Agreement to the
contrary, unless the Employee elects in writing to waive this provision, a
Change in Control (as defined in Section 11(d) below) of the Company shall be
deemed a termination of the Employee without Cause, and the Employee shall be
entitled to receive and the Company agrees to pay to the Employee the amount
determined under Section 7(b) that is payable to the Employee on termination
without Cause up to a maximum of five million five hundred thousand dollars
($5,500,000) provided, however, that such amount shall be paid in a lump sum on
the Date of Termination and not in installments as provided in Section 7(b). In
addition, on a Change of Control, all of the Employee's unvested Options and
other options, warrants and rights relating to capital stock of the Company
shall immediately vest and become exercisable, and the term of any such options
(including the Options), warrants and rights shall be extended to the fifth anniversary of
the Employee's termination.

          After a Change in Control, if any option (including the Options),
warrant or right (the "Terminated Option") relating to the Company's capital
stock does not remain outstanding, the successor to the Company or its then
Parent (as defined in Section 10 below) shall either: 

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                    (i)     
Issue an option, warrant or right, as appropriate (the "Successor Option"), to
purchase common stock of such successor or Parent in an amount such that on
exercise of the Successor Option the Employee would receive the same number of
shares of the successor's/Parent's common stock as the Employee would have
received had the Employee exercised the Terminated Option immediately prior to
the transaction resulting in the Change in Control and received shares of such
successor/Parent in such transaction. The aggregate exercise price for all of
the shares covered by such Successor Option shall equal the aggregate exercise
price of the Terminated Option; or

                    (ii)    
Pay the Employee a bonus within ten (10) days after the consummation of the
Change in Control, in an amount agreed to by the Employee and the Company. Such
amount shall be at least equivalent to an after-tax basis to the net after-tax
gain that the Employee would have realized if he had been issued a Successor
Option under clause (i) above and had immediately exercised such Successor
Option and sold the underlying stock, taking into account the different tax
rates that apply to such bonus and to such gain, and such amount shall also
reflect other differences to the Employee between receiving a bonus under this
clause (ii) and receiving a Successor Option under clause (i) above.

          (b)     Definitions.
For the purposes of this Agreement, a Change in Control shall be deemed to have
occurred if (i) there shall be consummated (aa) 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, (bb) 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 if (ii) any "person"
(as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended (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 Section 10(b), "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 this 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) or if (iii) during any period of
two consecutive years, individuals who at the beginning of such period
constituted the entire Board shall cease for any reason to constitute at least
one-half of the membership thereof unless the election, or the nomination for
election by the Company's shareholders, of each new director was approved by a
vote of at least one-half of the directors then still in office who were
directors at the beginning of the period.

          The term "Parent"
means a corporation, partnership, trust, limited liability company or other
entity that is the ultimate "beneficial owner" (as defined above) of fifty
percent (50%) or more of the Company's outstanding voting securities.

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11.     Gross Up Payments. If all or
any portion of any payment or benefit that the Employee is entitled to receive
from the Company pursuant to this Agreement (a "Payment") constitutes an "excess
parachute payment" within the meaning of Section 280G of the Code, and as such
is subject to the excise tax imposed by Section 4999 of the Code or to any
similar Federal, state or local tax or assessment (the "Excise Tax"), the
Company or its successors or assigns shall pay to the Employee an additional
amount (the "Gross-Up Payment") with respect to such Payment. The amount of the
Gross-Up Payment shall be sufficient that, after paying (a) any Excise Tax on
the Payment, (b) any Federal, state or local income or employment taxes and
Excise Tax on the Gross-Up Payment, and (c) any interest and penalties imposed
in respect of the Excise Tax, the Employee shall retain an amount equal to the
full amount of the Payment. For the purpose of determining the amount of any
Gross-Up Payment, the Employee shall be deemed to pay Federal income taxes at
the highest marginal rate applicable in the calendar year in which the Gross-Up
Payment is made, and state and local income taxes at the highest marginal rate
applicable in the state and locality where the Employee resides on the date the
Gross-Up Payment is made, net of the maximum reduction in Federal income taxes
that could be obtained from deducting such state and local
taxes.

          The Gross-Up
Payment with respect to any Payment shall be paid to the Employee within ten
(10) days after the Internal Revenue Service or any other taxing authority
issues a notice stating that an Excise Tax is due with respect to the Payment,
unless the Company undertakes to challenge the taxing authority on the
applicability of such Excise Tax and indemnifies the Employee for (a) any
amounts ultimately determined to be payable, including the Excise Tax and any
related interest and penalties, (b) all expenses (including attorneys' and
experts' fees) reasonably incurred by the Employee in connection with such
challenge, as such expenses are incurred, and (c) all amounts that the Employee
is required to pay to the taxing authorities during the pendency of such
challenge (such amounts to be repaid by the Employee to the Company if they are
ultimately refunded to the Employee by the taxing authority).

12.      Non-Competition and Non-Solicitation.

          (a)     
In consideration of the provisions hereof and the payments provided under
Sections 7 and 10(a), for the Restricted Period (as hereinafter defined), the
Employee will not, except as specifically provided below, anywhere in any county
in the State of California or anywhere in any other state in which the Company is
engaged in business as of such termination date (the "Restricted Territory"),
directly or indrectly, acting individually or as the owner, shareholder, partner
or management employee of any entity, (i) engage in the operation of a solid
waste collection, transporting or disposal business, transfer facility,
recycling facility, materials recovery facility or solid waste landfill; (ii)
enter the employ as a manager of, or render any personal services to or for the
benefit of, or assist in or facilitate the solicitation of customers for, or
receive remuneration in the form of management salary, commissions or otherwise
from, any business engaged in such activities in such counties; or (iii) receive or
purchase a financial interest in, make a loan to, or make a gift in support of,
any such business in any capacity, including without limitation, as a sole
proprietor, partner, shareholder, officer, director, principal agent or trustee;
provided, however, that the Employee may own, directly or indirectly, solely as
an investment, securities of any business traded on any national securities
exchange or quoted on any NASDAQ market, provided the Employee is not a
controlling person of, or a member of a group which controls, such business and
further provided that the Employee does not, in the aggregate, directly or
indirectly, own two percent (2%) or more of any class of securities of
such

8









business. The term “Restricted Period” shall mean the earlier of (i)
the maximum period allowed under applicable law and (ii)(x) in the case of a
Change of Control, until the fifth anniversary of the effective date of the
Change of Control, (y) in the case of a termination by the Company without Cause
pursuant to Section 7(b) or by the Employee for Good Reason pursuant to Section
8(a) and provided the Company has made the payments required under Section 7(b)
or 8(a), as the case may be, until the third anniversary of the Date of
Termination, or (z) in the case of Termination for Cause by the Company pursuant
to Section 7(a) or by the Employee without Good Reason pursuant to Section 8(b),
until the first anniversary of the Date of Termination.



          (b)     During the
Restricted Period, the Employee shall not (i) solicit any residential or
commercial customer of the Company to whom the Company provides service pursuant
to a franchise agreement with a public entity in the Restricted Territory (ii)
solicit any residential or commercial customer of the Company to enter into a
solid waste collection account relationship with a competitor of the Company in
the Restricted Territory, (iii) solicit any such public entity to enter into a
franchise agreement with any such competitor, (iv) solicit any officer of the
Company to enter into an employment agreement with a competitor of the Company
or otherwise interfere in any such relationship, or (v) solicit on behalf of a
competitor of the Company any prospective customer of the Company in the
Restricted Territory that the Employee called on or was involved in soliciting
on behalf of the Company during the Term, provided, however, that nothing herein
shall prevent the Employee from soliciting any of the following officers of the Company to be employed in a
business that is not competitive with the business of the Company (i) at time
after any such officer’s employment is terminated by the Company, (ii) at
any time after any such officer’s employment is terminated by the officer
for Good Reason (as defined in the officer’s employment agreement) and
(iii) at any time after the expiration the number of months indicated after each
officer’s name from the date such officer notifies the Company of his
intention to terminate his employment other than for Good Reason: Darrell
Chambliss (twelve (12) months), David Hall (twelve (12) months), Michael Foos
(six (6) months) and Eric Moser (six (6) months).



          (c)     If the final judgment of a court of competent
jurisdiction declares that any term or provision of this Section 12 is invalid
or unenforceable, the parties agree that the court making the determination of
invalidity or unenforceability shall have the power to reduce the scope,
duration or area of the term or provision, to delete specified words or phrases
or to replace any invalid or unenforceable term or provision with a term or
provision that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term or provision, and this Agreement
shall be enforceable as so modified after the expiration of the time within
which the judgment may be appealed.



13.     Indemnification. As an employee and agent of
the Company, the Employee shall be fully indemnified by the Company to the
fullest extent permitted by applicable law in connection with his employment
hereunder.



14.     Board Representation. The Company agrees that
during the Term, the Employee may recommend nominees (in addition to himself)
for election to the Board, such that at all times that there are five (5) or
fewer members of the Board, the Employee shall have recommended at least two (2)
nominees for election to such Board, and at all times that there are more than
five (5) members of the Board, the Employee shall have recommended at least
three (3) nominees for election to such Board (in each case in addition to the
Employee). This Section 14 shall no longer be effective following, and shall
terminate, a Change of Control.



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15.     Survival of Provisions. The obligations
of the Company under Section 12 of this Agreement shall survive both the
termination of the Employee's employment and this Agreement.



16.     No Duty to Mitigate; No Offset. The Employee shall not be
required to mitigate damages or the amount of any payment contemplated by this
Agreement, nor shall any such payment be reduced by any earnings that the
Employee may receive from any other sources or offset against any other payments
made to him or required to be made to him pursuant to this Agreement.



17.     
Assignment; Binding Agreement. The Company may assign this Agreement to
any parent, subsidiary, affiliate or successor of the Company. This Agreement is
not assignable by the Employee and is binding on him and his executors and other
legal representatives. This Agreement shall bind the Company and its successors
and assigns and inure to the benefit of the Employee and his heirs, executors,
administrators, personal representatives, legatees or devisees. The Company
shall assign this Agreement to any entity that acquires its assets or
business.

18.     Notice. Any written notice under this Agreement shall be personally
delivered to the other party or sent by certified or registered mail, return
receipt requested and postage prepaid, to such party at the address set forth in
the records of the Company or to such other address as either party may from
time to time specify by written notice.



19.     Entire Agreement; Amendments. This Agreement contains the entire
agreement of the parties relating to the Employee's employment and supersedes
all oral or written prior discussions, agreements and understandings of every
nature between them. This Agreement may not be changed except by an agreement in
writing signed by the Company and the Employee.



20.     Waiver. The waiver of
a breach of any provision of this Agreement shall not operate or as be construed
to be a waiver of any other provision or subsequent breach of this
Agreement.

21.     Governing Law and Jurisdictional Agreement. This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of California. The parties irrevocably and unconditionally submit to the
jurisdiction and venue of any court, federal or state, situated within
Sacramento County, California, for the purpose of any suit, action or other
proceeding arising out of, or relating to or in connection with, this Agreement.



22.     Severability. In case any one or more of the provisions contained in
this Agreement is, for any reason, held invalid in any respect, such invalidity
shall not affect the validity of any other provision of this Agreement, and such
provision shall be deemed modified to the extent necessary to make it
enforceable.



23.     Enforcement. It is agreed that it is impossible to measure fully, in
money, the damage which will accrue to the Company in the event of a breach or
threatened breach of Section 5 or 6 of this Agreement, and, in any action or
proceeding to enforce the provisions of Section 5 or 6 hereof, the Employee
waives the claim or defense that the Company has an adequate remedy at law and
will not assert the claim or defense that such a remedy at law exists. The
Company is



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entitled to injunctive relief to enforce the provisions of such sections as well
as any and all other remedies available to it at law or in equity without the
posting of any bond.



24.     Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and both of which together shall constitute
one and the same instrument. 

25.      Due Authorization. The execution of this
Agreement has been duly authorized by the Company by all necessary corporate
action.



       IN WITNESS WHEREOF, the parties have executed and delivered this First Amended and Restated Employment Agreement as of the day and year set forth above.


	 	 	WASTE CONNECTIONS, INC., a Delaware
corporation
	 	 	 	 
	 	 	By:	 
	 	 	 	

    
	 	 	Name:	 
	 	 	 	

    
	 	 	Title:	 
	 	  	 	

    
	 	 	 	 
	 	 	EMPLOYEE:
	 	 	 	 
	 	 	 	 
	 	 	
      

    
	 	 	Ronald J. Mittelstaedt





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