Corporate Governance Guidelines

The Board of Directors (the "Board") of Casella Waste Systems, Inc. (the "Company") has adopted the following Corporate Governance Guidelines (the "Guidelines") to assist the Board in the exercise of its duties and responsibilities and to serve the best interests of the Company and its stockholders. The Guidelines should be applied in a manner consistent with all applicable laws and stock exchange rules and the Company's charter and bylaws, each as amended and in effect from time to time. The Guidelines provide a framework for the conduct of the Board's business. The Board may modify or make exceptions to the Guidelines from time to time in its discretion and consistent with its duties and responsibilities to the Company and its stockholders. It is the expectation of the Board that these Guidelines will be publicly disclosed.

Director Responsibilities
Director Qualification Standards
Board Meetings
Board Committees
Director Access to Management and Independent Advisors
Director Compensation
Director Orientation and Continuing Education
Management Evaluation and Succession
Annual Performance Evaluation of the Board
Board Interaction with Institutional Investors, the Press, Customers, Etc.
Periodic Review of the Corporate Governance Guidelines

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Committee Members

Chair Gregory B. Peters
Committee Member Michael K. Burke
Committee Member James F. Callahan Jr.