THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Waste Industries USA, Inc. (WWIN)

4/27/2006 Proxy Information In 1998, we were offered the opportunity to purchase two tracts of land that had potential as a regional solid waste disposal facility. We had been looking for a landfill site and this land was one of several sites we were considering. The owners of the land were unwilling to extend a purchase option for a period long enough to enable us to determine the feasibility of the site as a regional solid waste disposal facility and to obtain the necessary franchise from the county in which the landfill would be located and permits from the state in which the landfill would be located. Our general practice is not to acquire property for which we do not have a plan for development in the short-term and for which we have not obtained, to the extent practicable, a site suitability determination and the necessary franchise and permits. Rather than forego this potential opportunity, management determined that it was in our best interest for an unrelated third party to purchase and hold the land until such time as we were able to develop a plan and obtain a site suitability determination and a franchise and permits for the landfill. After management was unable to identify a third party willing to undertake this endeavor in the very little time available, a limited liability company (“LLC”) owned by a trust controlled by Lonnie C. Poole, III, our Vice President, and Scott J. Poole, sons of Lonnie C. Poole, Jr., our Chairman of the Board of Directors, purchased the land in December 1998. This LLC was purchased by Lonnie C. Poole, Jr. in 2005. As is customary for us when evaluating disposal sites, we incurred normal engineering, legal, marketing, consulting and other due diligence expenses to determine site feasibility, but we have no obligation to purchase the site. These costs of acquiring and carrying the site were borne entirely by the LLC. No costs were incurred by us in 2005. If, after completion and analysis of the site suitability determination, we determine the landfill is feasible and are able to obtain a franchise for the facility and reasonably believe that the necessary permits could be obtained, we will have the opportunity to purchase the site from the LLC upon negotiated terms, which would be reviewed and approved by a majority of our disinterested directors and, if deemed necessary, by a majority of disinterested shareholders voting on the transaction, as a condition to any purchase.

Lonnie C. Poole, III is a member of a limited liability company that owns the building in Raleigh, North Carolina in which we lease our headquarters office space. The lease was entered into in June of 1999 with a term of 10 years. Rental expense related to this lease was approximately $587,000 in 2005. Management believes the lease is on terms comparable to those with third parties.

In January 2005, our Chairman, Lonnie C. Poole, Jr., purchased from us two life insurance policies which he previously assigned to us in connection with the settlement of prior loans. To purchase one of the policies, Mr. Poole transferred to us 17,617 shares of our common stock with an approximate value of $219,500 and we subsequently cancelled such shares. The purchase of the other policy was settled in cash for $166,405. The aggregate consideration value of $385,905 was the cash value of the policies on September 30, 2004, the valuation date determined in accordance with the Board’s approval of the transaction. We recognized a loss of approximately $40,400 related to the sale of these policies.

From 2000 through 2005, we sponsored a split dollar life insurance plan that was available to key employees. Lonnie C. Poole, III, our Vice President, Corporate Development, and Harrell J. Auten, our Vice President, Sales and Marketing, participated in the plan. Under the plan, we paid all of the premiums on life insurance policies owned by Mr. Poole and Mr. Auten. Because each executive was taxed on a portion of each year’s premium, the executive is required to repay only the premium amount that was not taxed. Each executive officer collaterally assigned his policy to us to secure the repayment of this portion of the premium payments. Our payment of the premiums on the split dollar life insurance policies could be viewed as a loan to the executives. Beginning in July 2002, the Sarbanes-Oxley Act prohibits loans to directors and executive officers of ours, but the premium payments on the policies owned by Mr. Poole and Mr. Auten were inadvertently continued by us after July 2002. Mr. Poole has been an executive officer of ours since the arrangement began, and Mr. Auten has been an executive officer of ours since 2005. Upon identification of the loan issue in December 2005, we discontinued the premium payments effective December 31, 2005 and requested repayment of the portion of the premiums due to us. At December 31, 2005, the sum of the premium payments owed by Mr. Poole to us was approximately $121,000 and the sum of the premium payments owed by Mr. Auten to us was approximately $52,000. We discontinued the split dollar life insurance plan effective December 31, 2005. In exchange for rights and benefits surrendered by the executives under the discontinued split dollar life insurance plan, we agreed to pay Mr. Poole approximately $96,000 and Mr. Auten approximately $37,000. Once the premiums are repaid, our rights under the life insurance policies will be released.

We lease aircraft from time to time from two companies, one owned by Lonnie C. Poole, Jr., our Chairman, and one owned in part by Lonnie C. Poole, III, our Vice President, Corporate Development. The amounts paid to these companies for rental of such aircraft for the year ended December 31, 2005 were approximately $1,400, to the company owned by Lonnie C. Poole, Jr., and $50,000, to the company partly owned by Lonnie C. Poole, III. Management believes that the lease terms are comparable to those with third parties.

In January 2005, we purchased approximately 3.8 acres of property adjacent to our Newport, North Carolina operation from Property Management Group Partnership (“PMG Partnership”) for approximately $140,000 for the purpose of expansion. PMG Partnership is comprised of three partners, two of whom are Lonnie C. Poole, Jr., our Chairman of the Board, and Jim W. Perry, our President and Chief Executive Officer. We obtained a third party appraisal prior to the purchase. Management believes that the transaction was executed on terms comparable to those with third parties.

Nasdaq rules and our own Code of Business Conduct require that the Audit Committee or another independent committee of our Board approve any transaction between our company and a director or executive officer that exceeds $60,000.