RESALE RESTRICTION AGREEMENT



WASTE CONNECTIONS INC. 



RESALE RESTRICTION AGREEMENT 




This RESALE RESTRICTION AGREEMENT (the "Agreement") with respect to
certain stock option award agreements (the "Option Agreements") issued
under the Waste Connections Inc. 1997 Stock Option Plan, 2002 Stock Option Plan,
2002 Senior Management Equity Incentive Plan, and/or 2004 Equity Incentive Plan
(collectively, the "Plans") is made by and between Waste Connections
Inc., a Delaware corporation (the "Company"), and the holder of the
Company's options named in Exhibit A hereto (the "Holder").  



WHEREAS, the Holder has been granted one or more options (the
"Options") to acquire shares of common stock of the Company (the
"Shares") in such quantities and at the exercise prices set forth in
Exhibit A hereto pursuant to the Option Agreements; 



WHEREAS, the Options are fully vested and exercisable by reason of an action
of the Company's Board of Directors effective October 27, 2005; and 



WHEREAS, the Company wishes, and the Holder has agreed, to impose certain
resale restrictions on the Shares underlying to the Options as provided herein
on the terms and conditions contained herein. 



NOW, THEREFORE, it is agreed as follows: 




	The Holder acknowledges that he or she has reviewed this Agreement in full.

	The Holder agrees not to sell, contract to sell, grant any option to
purchase, transfer the economic risk of ownership in, make any short sale of,
pledge or otherwise transfer or dispose of any Shares (or any interest in any
Shares) until the Shares have been released from the foregoing resale
restrictions, as further described below (hereinafter referred to as the
"Resale Restrictions").  
	The Resale Restrictions shall lapse on the dates and with respect to the
number of Shares set forth in the "Lapse Date" column of Exhibit A
with respect to each grant that is not listed as "Current" on Exhibit
A.  
	The Company agrees that the Shares denoted as "Current" in the
"Lapse Date" column in Exhibit A shall not be subject to the Resale
Restrictions.  
	Notwithstanding the foregoing, in the event the Holder's employment or
service with the Company is terminated for any reason, 100% of the Shares
underlying the Options shall become free from the Resale Restrictions on the
effective date of termination.  
	This Agreement shall be effective as of October 27, 2005.  
	The Holder represents and warrants that he or she has full power to enter
into this Agreement.  
	This Agreement, the Option Agreements and the Plans constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior understandings and agreements of the Company and the
Holder with respect to the subject matter hereof, and may not be modified except
by means of a writing signed by the Company and the Holder. In the event any
terms of this Agreement, the Option Agreements or the Plans differ, the terms of
this Agreement shall prevail. This Agreement is to be construed in accordance
with and governed by the internal laws of the State of California without giving
effect to any choice of law rule that would cause the application of the laws of
any jurisdiction other than the internal laws of the State of California to the
rights and duties of the parties. Nothing in this Agreement (except as expressly
provided herein) is intended to confer any rights or remedies on any persons
other than the parties. Should any provision of this Agreement be determined to
be illegal or unenforceable, such provision shall be enforced to the fullest
extent allowed by law and the other provisions shall nevertheless remain
effective and shall remain enforceable.  
	This Agreement shall be binding upon the Company and the Holder as well as
the successors and assigns (if any) of the Company and the Holder.  





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered on the date set forth beside such party's signature. 



	
Dated:  October 27, 2005
		
WASTE CONNECTIONS INC.


By: ____________________________________

RONALD J. MITTELSTAEDT

Chief Executive Officer


	
Dated:  October _____, 2005
		
Holder:


_______________________________________

(Signature)


_______________________________________

(Printed/Typed Name)