Corporate Governance Comments:

This company earns our corporate governance rating of "C+" What it terms an election of directors is, in reality, a ratification of a single slate. The slate is chosen by incumbent directors and management. Such a voting process fails to provide shareholders with meaningful choices, when true elections have been found throughout the non-corporate world (e.g., Federal, state and local governments, and educational institutions) to produce successful results.

Proposals:

• Proposal 1 - "Election of Directors": To elect one Class III director to serve for a term of three years. One slate, 1 nominee.
• Proposal 3 - "Adoption of the 2004 Equity Incentive Plan": To approve the 2004 Equity Incentive Plan.To approve the 2004 Equity Incentive Plan
• Proposal 2 - "Approval of Amendment of the Company's Amended and Restated Certificate of Incorporation": To approve the amendment of the Company's Amended and Restated Certificate of Incorporation to (a) increase the authorized number of shares of common stock from 50,000,000 to 100,000,000 shares and (b) delete references to the Series A Preferred Stock which converted to common stock upon the completion of our initial public offering.
• Proposal 4 - "Ratification of appointment of Independent Auditors": To ratify the appointment of Ernst & Young LLP as independent auditors for the year 2004.

Recommendations:

We recommend that clients holdings shares of Waste Connections Inc. vote:

Proposal	Egan-Jones Recommendation	Management Recommendation
Proposal 1 - "Election of Directors":	FOR, WITH EXCEPTION OF Ronald Mittelstaedt	FOR
Proposal 3 - "Adoption of the 2004 Equity Incentive Plan":	FOR	FOR
Proposal 2 - "Approval of Amendment of the Company's Amended and Restated Certificate of Incorporation":	AGAINST	FOR
Proposal 4 - "Ratification of appointment of Independent Auditors":	FOR	FOR

Considerations and Recommendations:

Egan-Jones' review centered on the Proposals in the context of maximizing shareholder value, based on publicly available information.

• Proposal 1 - "Election of Directors":

  There is a single slate of nominee, the nominee appears qualified, but we recommend that clients "WITHHOLD" votes from Insider Ronald Mittelstaedt, Chairman of the Board, President and CEO of the Company. We believe that there is an inherent potential conflict in having the CEO or former CEO serves as the Chairman of the Board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability. Also, see our corporate governance comments above. We believe that in the future, a shareholder proposal should be put forward which provides for a meaningful election of directors (e.g. multiple nominees for each seat).

  We note, however, the presence of complete key Board committees comprised solely of Independent outside directors. Also, each director attended at least 75% of all the meetings of the Board and of the committees during fiscal year 2003.

  We also note the presence of a classified board of directors. Staggered terms for directors increase the difficulty for shareholders of making fundamental changes to the composition and behavior of a board. We prefer that the entire board of a company be elected annually to provide appropriate responsiveness to shareholders.

• Proposal 3 - "Adoption of the 2004 Equity Incentive Plan":

  The shareholders are being asked to approve the 2004 Equity Incentive Plan. The 2004 Equity Incentive Plan was approved by the Board on April 1, 2004 in order to attract and retain highly competent employees, officers, directors and consultants. The 2004 Equity Incentive Plan provides for the issuance of an aggregate of up to 1,500,000 nonqualified stock options and shares of restricted stock to employees, officers, directors and consultants, of which up to 300,000 shares may be delivered as restricted stock. As of March 1, 2004, approximately 3,671 employees, 13 officers, five directors and no consultants were eligible to participate in the Plan. The Plan is administered by the Board or, in the Board's discretion, a committee of the Board. The Board decides the persons to whom options or restricted stock awards are granted, the size, term, grant date, exercise price, expiration date, vesting schedule and other terms and conditions of options, and the size, grant date and other terms and conditions of restricted stock awards.

  Upon approval of the 2004 Equity Incentive Plan, the Company's Board of Directors intends to make certain amendments to the Company's existing Second Amended and Restated 1997 Stock Option Plan, 2002 Stock Option Plan, 2002 Senior Management Equity Incentive Plan and Consultant Incentive Plan that would preclude the grant of options or warrants with exercise prices below the fair market value of the underlying common stock on the date of grant and would reduce by 300,000 the number of warrants available for grant under the Consultant Incentive Plan.

  As of the record date, there were 29,081,012 shares of common stock outstanding. We recommend a vote "FOR" this Proposal.

• Proposal 2 - "Approval of Amendment of the Company's Amended and Restated Certificate of Incorporation":

  The shareholders are being asked to approve the amendment of the Company's Amended and Restated Certificate of Incorporation to (a) increase the authorized number of shares of common stock from 50,000,000 to 100,000,000 shares and (b) delete references to the Series A Preferred Stock which converted to common stock upon the completion of our initial public offering which was approved by the Board on February 3, 2004. The proposed increase in authorized shares is necessary to enable the Company to reserve a sufficient number of shares to meet all known requirements and provide flexibility in the future for general corporate purposes such as stock dividends or splits, acquisitions, equity and convertible security financings, and issuances under stock option, restricted stock, warrant or other employee equity incentive plans. Moreover, the deletion of references to out Series A Preferred Stock is administrative in nature and not material, as all such shares converted to common stock upon the completion of our initial public offering and the Company does not currently have any preferred stock outstanding. As of March 1, 2004, 43,476,161 shares of common stock were either issued and outstanding, reserved for issuance upon conversion or exercise of outstanding securities or reserved for future issuance under our various equity incentive plans.

  As of the record date for the meeting, there were 29,081,012 shares of common stock outstanding. However, the increase number of authorized shares of common stock will potentially have an excessively dilutive effect. We recommend a vote "AGAINST" this Proposal.

• Proposal 4 - "Ratification of appointment of Independent Auditors":

  Ernst & Young LLP has served as independent auditors for Waste Connections Inc., and we have seen no evidence that its integrity, independence or professionalism is in question. We recommend a vote "FOR" this Proposal.