THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

(CWST)

8/25/2005 Proxy Information

Mr. Casella is the brother of John W. Casella.

Mr. Casella has served as Vice Chairman of Casella Waste Systems, Inc. since 1993. He founded Casella Waste Management, Inc. in 1975 and has served as President since that date. Casella Waste Management, Inc. is a wholly owned subsidiary of Casella Waste Systems, Inc.

The company has from time to time engaged Casella Construction, Inc., a company owned by John W. Casella, the company’s chief executive officer and chairman of the board of directors, and Douglas R. Casella, vice chairman of the board of directors of the company, to provide construction services for the company, including construction, closure and capping activities at the company’s landfills. In fiscal 2005, the company paid Casella Construction, Inc. an aggregate of $8,716,000. From May 1, 2005 (the beginning of fiscal 2006) to July 20, 2005, the company paid Casella Construction, Inc. an aggregate of $1,584,000.

The company is party to two real estate leases with Casella Associates, a Vermont partnership owned by John W. Casella and Douglas R. Casella, relating to facilities occupied by the company. The leases, relating to the company’s corporate headquarters in Rutland, Vermont and its Montpelier, Vermont facility, were renewed in May 2003 and provide for aggregate monthly payments of $21,800 and expire in April 2008. These leases have been classified by the company as capital leases for financial reporting purposes.

From 1977 to 1992, the company operated an unlined landfill located in Whitehall, New York owned by Bola, Inc., a corporation owned by John W. Casella and Douglas R. Casella which operated as a single-purpose real estate holding company. The company paid the cost of closing this landfill in 1992, and has agreed to pay all post-closure obligations. In fiscal 2005, the company paid an aggregate of $8,100 pursuant to this arrangement. As of April 30, 2005, the company had accrued $53,000 for costs related to those post-closure obligations.

On March 2, 2000, the company made a loan to Mr. Bohlig, the company’s president and chief operating officer and a director of the company. The terms of the loan provide for the payment of interest upon demand. The loan has no fixed repayment terms. Interest on the loan accrues monthly at the prime rate (6.0% annually at April 30, 2005) and is adjusted on a monthly basis. The company’s loan to Mr. Bohlig was in the aggregate principal amount of $400,000. As of July 20, 2005, $300,000 was outstanding under this loan. The largest aggregate amount of indebtedness outstanding under this loan since the beginning of fiscal 2005 was $400,000. On November 28, 2000, the company made an additional loan to Mr. Bohlig. The terms of this loan are identical to the terms of the earlier loan. This loan to Mr. Bohlig was in the aggregate principal amount of $616,000. As of July 20, 2005, $616,000 was outstanding under this loan, which was the largest aggregate amount of indebtedness outstanding under this loan since the beginning of fiscal 2005.