October 6, 1999

Private and Confidential

(Title) (FirstName) (LastName)
(Address1)
(City), (State)  (PostalCode)

Dear (FirstName):

      Safety-Kleen  Corp.   ("Safety-Kleen")  and  Safety-Kleen  Services,  Inc.
("Services"),  (Safety-Kleen,  Services,  and their  subsidiaries,  collectively
referred to herein, as the "Corporation")  consider it essential and in the best
interests of the  Corporation  and their  shareholders  to foster the continuous
employment of key management  personnel.  In this regard, the board of directors
of Safety-Kleen  (the "Board") has determined that  appropriate  steps should be
taken to reinforce and encourage the continued  attention and  dedication of the
members of senior management of the Corporation,  including  yourself,  to their
assigned  duties  without  distraction  in the  face of  potentially  disturbing
circumstances  arising from any possible  change in control of  Safety-Kleen  or
Services.

      In order to induce  you to remain in the  employ of the  Corporation,  the
Corporation  has agreed with you that you shall receive the  severance  benefits
set  forth  in this  letter  agreement  (this  "Agreement")  in the  event  your
employment with the Corporation is terminated  subsequent to a Change in Control
(as defined below) under the circumstances described below.

1. CHANGE IN CONTROL.  No benefits shall be payable hereunder unless there shall
   have been a "Change in Control", which, for purposes of this Agreement, shall
   mean the occurrence of any of the following:

            a. (X) any person (as such term is used in Rule  13(d)- 5 of the SEC
      under the 1934 Act) or group (as such term is defined in Section  13(d) of
      the 1934 Act),  other than a subsidiary  or any employee  benefit plan (or
      related trust) of Safety-Kleen  or its subsidiary,  becomes the beneficial
      owner of 15% or more of the  common  stock of  Safety-Kleen  or of  voting
      securities  representing  15% or more of the combined  voting power of all
      voting  securities  of  Safety-Kleen,  (Y) Laidlaw  Inc.  ceases to be the
      beneficial owner,  directly or indirectly,  of 43.6% or more of the voting
      securities  of  Safety-Kleen  and (Z) another  person or group becomes the
      beneficial  owner of voting  securities of Safety-Kleen  which represent a
      larger number of voting securities than those held by Laidlaw Inc.
            b. within a period of 24 months or less, the individuals  who, as of
      any date,  constitute the Board (the "Incumbent  Directors") cease for any
      reason to

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      constitute  at least a  majority  of the  Board  unless at the end of such
      period,  the  majority of  individuals  then  constituting  the Board were
      nominated  upon  the   recommendation  of  a  majority  of  the  Incumbent
      Directors.
            c. the sale or other  disposition of all or substantially all of the
      assets of  Safety-Kleen or Services.

            d. the sale or other  disposition by  Safety-Kleen of 50% or more of
      the voting  securities of Services or any other  transaction which results
      in any person,  other than  Safety-Kleen  or a subsidiary  or any employee
      benefit plan of Safety-Kleen, becoming the beneficial owner of 50% or more
      of the voting securities of Services.

2.    TERMINATION  FOLLOWING CHANGE IN CONTROL.  If a Change in Control shall
      have occurred,  you shall be entitled to the benefits  provided for herein
      upon the subsequent termination of your employment  ("Termination") during
      the  period  ("Window  Period")  beginning  upon the date of the Change in
      Control  and  ending  on  the  third  anniversary  thereof,   unless  such
      Termination is because of your death or retirement, by the Corporation for
      Cause  or by you  other  than  for  Good  Reason.  For  purposes  of  this
      paragraph:

            a.    "Cause" shall mean:

                  (I) the willful and continued  failure by you substantially to
                  perform your duties with the Corporation  (other than any such
                  failure  resulting  from your  incapacity  due to  physical or
                  mental  illness  or any such  actual  or  anticipated  failure
                  resulting  from  Termination  by  you  for  Good  Reason,   as
                  hereinafter  defined) after a written  demand for  substantial
                  performance  is  delivered  to you by the  Board or  executive
                  management  of  the  Corporation,  which  demand  specifically
                  identifies   the  manner  in  which  the  Board  or  executive
                  management believes that you have not substantially  performed
                  your duties and you failed to correct  such failure to perform
                  your  duties  within  30 days  after  such  written  demand is
                  delivered to you; or

                  (II)  the  willful   engaging  by  you  in  conduct   that  is
                  demonstrably  and  materially  injurious  to the  Corporation,
                  monetarily or otherwise,  and no act or failure to act on your
                  part shall be deemed  "willful"  unless done, or omitted to be
                  done, by you not in good faith and without  reasonable  belief
                  that your action or omission was in the best  interests of the
                  Corporation;

            b. "Good  Reason"  shall mean the  occurrence,  without your express
            written consent, of any of the following:

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<PAGE>

                  (I)    INCONSISTENT  DUTIES -  a  meaningful  and  detrimental
                  alteration in your position or in the nature or status of your
                  responsibilities from those in effect immediately prior to the
                  Change in Control;

                  (II)   REDUCTION  IN   REMUNERATION   -  a  reduction  by  the
                  Corporation   in  your   annual   base  salary  as  in  effect
                  immediately  prior to the  Change  in  Control  or at any time
                  during the Window Period; or a reduction by the Corporation in
                  long term incentive opportunity as in effect immediately prior
                  to the  Change in  Control  or at any time  during  the Window
                  Period; or a reduction by the Corporation in bonus opportunity
                  as in effect  immediately prior to the Change in Control or at
                  any time during the Window Period;

                  (III)  RELOCATION  - the  relocation  of  the  office  of  the
                  Corporation  where you are  employed at the time of the Change
                  in Control  ("the CIC  Location")  to a location  that is more
                  than 40 miles away from the CIC Location,  or the  Corporation
                  requiring you to be based more than 40 miles away from the CIC
                  Location  (except  for  required  travel  on  the  Corporation
                  business  to an  extent  substantially  consistent  with  your
                  customary  business travel  obligations in the ordinary course
                  of your  business  during  the year  immediately  prior to the
                  Change in Control);  provided,  however,  your  relocation  to
                  Columbia, South Carolina, in connection with the consolidation
                  of  Safety-Kleen  Corp.   offices  in  Columbia,   S.C.,  such
                  relocation shall not constitute  Reason for Termination by you
                  and  shall  not  entitle  you  to  the   Termination   Payment
                  (hereinafter   defined)  in  the  event  of  your  refusal  to
                  relocate.

                  (IV) BENEFITS AND PERQUISITES - the failure by the Corporation
                  to continue to provide you with  benefits and  perquisites  at
                  least as favorable as those enjoyed by you  immediately  prior
                  to the Change in Control as may be  increased  thereafter  and
                  prior to the expiry of the Window Period.

3.    TERMINATION  PAYMENT.  If any event of  Termination  shall have occurred
      during  the  Window  Period  and prior to the expiry of the Term of this
      Agreement,  and you shall have provided written notice to that effect to
      the  Corporation,  you shall be entitled to a payment ("the  Termination
      Payment")   in  a  lump  sum  (subject  to   mandatory   statutory   tax
      withholding)  in the amount of  eighteen  month's  average  compensation
      plus to the extent not previously paid but accrued,  through the date of
      Termination,  vacation pay and salary.  Average compensation is equal to
      the average aggregate monthly salary,  bonus, and perquisites during the
      fiscal  year of the  Corporation  ended  immediately  prior  to the date
      ("Termination  Payment Date") on which the Termination  Payment shall be
      due provided,  however,  the average compensation shall not be less than
      the average

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<PAGE>

      aggregate  monthly  salary,  bonus,  and  perquisites  received during the
      fiscal year ending August 31, 1999.


            4.  CONTINUATION  OF BENEFITS  FOLLOWING  TERMINATION.  For eighteen
      months  following  the  Termination,  the  Corporation  shall  continue to
      provide  to you and  your  family  welfare  benefits  (including,  without
      limitation,  medical, prescription,  dental, disability,  individual life,
      group  life,  accidental  death and travel  accident  insurance  plans and
      programs),  fringe benefits and other  perquisites,  which are at least as
      favorable as the most favorable plans of the Corporation applicable to you
      and other peer  executives and their families as of the  Termination,  but
      which are in no event less favorable than the most favorable  plans of the
      Corporation applicable to you and other peer executives and their families
      during the 90-day  period  immediately  before the Change of Control.  The
      cost to you of such  welfare  benefits  shall not  exceed the cost of such
      benefits to you immediately before the Termination or, if less, the Change
      of Control.  Notwithstanding  the foregoing,  if you are covered under any
      medical,  life, or disability  insurance  plan(s) provided by a subsequent
      employer,  then the amount of  coverage  required  to be  provided  by the
      Corporation  hereunder shall be secondary to the coverage  provided by the
      subsequent employer's medical, life, or disability insurance plan(s). Your
      rights under this  paragraph  shall be in addition to, and not in lieu of,
      any  post-termination  continuation  coverage or conversion rights you may
      have pursuant to applicable law, including without limitation continuation
      coverage required by Section 4980B of the Code and Section 601 et. seq. of
      the Employee Retirement Income Security Act of 1974, as amended.

            5. EMPLOYEE STOCK OPTIONS. Upon a Change of Control, the Corporation
      shall pay to you a lump-sum  cash payment equal to the spread (fair market
      value over exercise price) of all  outstanding  options granted to you for
      shares of common stock of Safety-Kleen whether vested or not vested at the
      time of the Change of Control.

            6. LEGAL COUNSEL FEES. If the Corporation  shall fail to comply with
      its obligations hereunder or call into question the legal validity of this
      Agreement, all reasonable legal counsel fees incurred by you in the course
      of seeking  to  enforce  this  Agreement  shall be for the  account of and
      payable  by the  Corporation,  except  to the  extent  that a court  shall
      determine  that your  action in  seeking  to enforce  this  Agreement  was
      frivolous.

            7. OUTPLACEMENT  EXPENSES. In the event that the Termination Payment
      shall become payable hereunder, the Corporation shall pay, on your behalf,
      the fees and  expenses of  "outplacement"  services  on your behalf  which
      shall have been arranged by you, to a maximum of $25,000.

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<PAGE>

            8. CONFIDENTIALITY AND NONCOMPETITION

            8.1  CONFIDENTIALITY.  You acknowledge  that it is the policy of the
      Corporation to maintain as secret and confidential all valuable and unique
      information and techniques acquired,  developed or used by the Corporation
      relating to their  business,  operations,  employees and customers,  which
      gives the  Corporation a competitive  advantage in the businesses in which
      the  Corporation is engaged  ("Confidential  Information").  You recognize
      that all such Confidential  Information is the sole and exclusive property
      of the Corporation,  and that disclosure of Confidential Information would
      cause damage to the Corporation. You agree that, except as required by the
      duties of your  employment  with the  Corporation and except in connection
      with enforcing your rights under this Agreement or if compelled by a court
      or  governmental  agency,  you  will  not,  without  the  consent  of  the
      Corporation,   disseminate   or  otherwise   disclose   any   Confidential
      Information  obtained  during your  employment with the Corporation for so
      long as such information is valuable and unique.

            8.2 NON-COMPETITION/ NON-SOLICITATION.

            a. You agree  that,  during the period of your  employment  with the
      Corporation  and,  if  your  employment  is  terminated  for  any  reason,
      thereafter for a period of one (1) year, you will not at any time directly
      or  indirectly,  in any  capacity,  engage  or  participate  in, or become
      employed  by or  render  advisory  or  consulting  or  other  services  in
      connection with any Prohibited Business as defined in Section 8.2(d).

            b. You agree  that,  during the period of your  employment  with the
      Corporation  and,  if  your  employment  is  terminated  for  any  reason,
      thereafter  for a period of one (1) year, you shall not make any financial
      investment,  whether in the form of equity or debt,  or own any  interest,
      directly  or  indirectly,  in any  Prohibited  Business.  Nothing  in this
      Section 8.2(b) shall, however,  restrict you from making any investment in
      any  company  whose stock is listed on a national  securities  exchange or
      actively  traded in the  over-the-counter  market;  provided that (1) such
      investment  does not give you the right or ability to control or influence
      the policy decisions of any Prohibited  Business,  and (2) such investment
      does not create a conflict of interest  between your duties  hereunder and
      your interest in such investment.

            c. You agree  that,  during the period of your  employment  with the
      Corporation  and,  if  your  employment  is  terminated  for  any  reason,
      thereafter  for a period of one (1) year,  you  shall not (1)  employ  any
      employee  of the  Corporation  or (2)  interfere  with  the  Corporation's
      relationship  with,  or endeavor to entice away from the  Corporation  any
      person, firm, corporation,

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<PAGE>

      or other business organization who or which at any time (whether before or
      after  the  date of your  termination  of  employment),  was an  employee,
      customer,  vendor or supplier of, or  maintained  a business  relationship
      with,  any  business of the  Corporation  which was  conducted at any time
      during  the  period  commencing  one  year  prior  to the  termination  of
      employment.

            d. For the purpose of this Section 8.2, "Prohibited  Business" shall
      be  defined as any entity and any  branch,  office or  operation  thereof,
      which is a direct and material competitor of the Corporation  wherever the
      Corporation does business, in the United States or abroad.

            8.3 REMEDY. You and the Corporation  specifically agree that, in the
      event that you shall  breach your  obligations  under this  Section 8, the
      Corporation will suffer irreparable injury and no adequate remedy for such
      breach,  and shall be  entitled  to  injunctive  relief  therefor,  and in
      particular,   without  limiting  the  generality  of  the  foregoing,  the
      Corporation  shall not be precluded  from pursuing any and all remedies it
      may have at law or in equity  for  breach of such  obligations;  provided,
      however,  that such  breach  shall not in any manner or degree  whatsoever
      limit, reduce or otherwise affect the obligations of the Corporation under
      this  Agreement,  and  in no  event  shall  an  asserted  breach  of  your
      obligations  under this  Section 8  constitute  a basis for  deferring  or
      withholding any amounts otherwise payable to you under this Agreement.

            9. TERM.  This  Agreement  shall  terminate  on the later of (a) the
      third  anniversary  of the date  hereof  and (b) the  expiry of the Window
      Period in respect of the last Change in Control  which shall have occurred
      prior to the third anniversary of the date hereof.

            10. FINAL AGREEMENT.  It is the intention of the Corporation and you
      that the  compensation  and  benefits  to be  provided  to you under  this
      Agreement shall be the only  compensation  and benefits to you provided by
      the Corporation in the event of your  Termination of employment  following
      the Change in Control, and by your acceptance hereof, you hereby waive any
      and all other rights which you might have as a result of such  Termination
      of employment.

            11. NOTICE.  For purposes of this  Agreement,  notices and all other
      communications  shall be in writing and shall be hand  delivered and shall
      be deemed  given when  delivered  and received  addressed to  Safety-Kleen
      Corp.,  1301 Gervais Street,  Suite 300,  Columbia,  South Carolina 29201,
      Attention:  Vice  President,  Administration  or to you at the address set
      forth on the first  page of this  Agreement  or to such  other  address as
      either  party may have  furnished  to the other in writing  in  accordance
      herewith.

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<PAGE>

            12. GOVERNING LAW. This Agreement shall be governed by and construed
      in  accordance  with the laws of the  State of South  Carolina  applicable
      therein.

            13.   SEVERABILITY.   The  invalidity  or  unenforceability  of  any
      provision   of  this   Agreement   shall  not  effect  the   validity   or
      enforceability of any other provision of this Agreement which shall remain
      in full force and effect.

            14.  COUNTERPARTS.  This Agreement may be executed in  counterparts,
      each of which shall be deemed to be an original but both of which together
      shall constitute one and the same instrument.

            15. NO CONTRACT OF EMPLOYMENT.  Nothing in this  Agreement  shall be
      construed as giving you any right to be retained in the  employment of the
      Corporation.

      If the foregoing  sets forth our agreement on the subject  matter  hereof,
   kindly sign in the space  provided  below and return to the Vice President of
   Administration of the Corporation for execution by the Corporation. One fully
   executed copy of this Agreement shall be returned to you.

                                            SAFETY-KLEEN CORP.


                                            By:----------------------
                                            Kenneth W. Winger
                                            President & Chief Executive Officer



                                            SAFETY-KLEEN SERVICES, INC.


                                            By:-----------------------
                                            Kenneth W. Winger
                                            President


Agreed to this ----- day of
-------------- , 2000


------------------------
(FirstName) (LastName)
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