Exhibit (10)(r)
                                 SAFETY-KLEEN
                    CHANGE OF CONTROL SEVERANCE AGREEMENT
                                     (name)

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                              TABLE OF CONTENTS
                                                                         Page
ARTICLE I. - PURPOSES                                                      1

ARTICLE II. - CERTAIN DEFINITIONS                                          1
      2.1   Accrued Obligations                                            1
      2.2   Agreement Term                                                 1
      2.3   Article                                                        2
      2.4   Beneficial owner                                               2
      2.5   Cause                                                          2
      2.6   Change of Control                                              2
      2.7   Code                                                           2
      2.8   Disability                                                     2
      2.9   Effective Date                                                 2
      2.10  Good Reason                                                    3
      2.11  Gross-up Payment                                               3
      2.12  Imminent Change of Control Date                                3
      2.13  IRS                                                            3
      2.14  1934 Act                                                       3
      2.15  Notice of Termination                                          3
      2.16  Plans                                                          3
      2.17  Policies                                                       3
      2.18  Post-Change Period                                             3
      2.19  SEC                                                            3
      2.20  Section                                                        3
      2.21  Subsidiary                                                     3
      2.22  Termination Date                                               4
      2.23  Termination Performance Period                                 4
      2.24   Voting Securities                                             4

ARTICLE III. - POST-CHANGE PERIOD PROTECTIONS                              4
      3.1   Position and Duties                                            4
      3.2   Compensation                                                   5
      3.3   Stock Options                                                  7

ARTICLE IV. - TERMINATION OF EMPLOYMENT                                    7
      4.1   Disability                                                     7
      4.2   Death                                                          8
      4.3   Cause                                                          8
      4.4   Good Reason                                                    8

ARTICLE V. - OBLIGATIONS OF THE COMPANY UPON TERMINATION                   9
      5.1   If by the Executive for Good Reason or by the Company
            Other Than for Cause or Disability                             9


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      5.2   If by the Company for Cause                                   11
      5.3   If by the Executive Other Than for Good Reason                11
      5.4   If by the Company for Disability                              11
      5.5   If upon Death                                                 11
      5.6   Joint and Several Obligation                                  12

ARTICLE VI. - NON-EXCLUSIVITY OF RIGHTS                                   12
      6.1   Waiver of Other Severance Rights                              12
      6.2   Other- Rights                                                 12

ARTICLE VII. - CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY                 12
      7.1   Gross-up for Certain Taxes                                    12
      7.2   Determination by the Executive                                13
      7.3   Additional Gross-up Amounts                                   13
      7.4   Gross-up Multiple                                             14
      7.5   Opinion of Counsel                                            14
      7.6   Amount Increased or Contested                                 14
      7.7   Refunds                                                       15
      7.8   Joint and Several Obligation                                  15

ARTICLE VIII. - EXPENSES AND INTEREST                                     16
      8.1  Legal Fees and Other Expenses                                  16
      8.2  Interest                                                       16
      8.3  Joint and Several Obligation                                   16

ARTICLE IX. - NO SET-OFF OR MITIGATION                                    16
      9.1  No Set-off by Company                                          16
      9.2  No Mitigation                                                  17

ARTICLE X. - CONFIDENTIALITY AND NON-COMPETITION                          17
      10.1  Confidentiality                                               17
      10.2  Non-competition/ Non-Solicitation                             17
      10.3  Remedy                                                        18

ARTICLE XI. - MISCELLANEOUS                                               18
      11.1  No Assignability                                              18
      11.2  Successors                                                    18
      11.3  Payments to Beneficiary                                       19
      11.4  Non-alienation of Benefits                                    19
      11.5  Severability                                                  19
      11.6  Amendments                                                    19
      11.7  Notices                                                       19
      11.8  Counterparts                                                  20
      11.9  Governing Law                                                 20
      11.10 Captions                                                      20


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      11.11 Tax Withholding                                               20
      11.12 No Waiver                                                     20
      11.13 Entire Agreement                                              20
      11.14 Cancellation                                                  20


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                                  SAFETY-KLEEN.

                      CHANGE OF CONTROL SEVERANCE AGREEMENT

      THIS  AGREEMENT  dated as of October 6, 1999,  is made among SAFETY- KLEEN
CORP.,  a  Delaware  corporation  having  its  principal  place of  business  in
Columbia,  South  Carolina  (the  "Company"),  SAFETY-KLEEN  SERVICES,  INC.,  a
Delaware  corporation having its principal place of business in Columbia,  South
Carolina  and  a  wholly  owned  subsidiary  of  the  Company  ("Services")  and
(FirstName) (LastName) (the "Executive"), a resident of (State).

      The  Company,  Services  and  the  Executive  agree  that  this  agreement
supersedes any prior agreement between any of them which  specifically  provides
benefits upon a change in control of the Company or Services,  and further agree
that, if benefits become payable to the Executive  pursuant to Article V hereof,
such benefits will be in lieu of any other severance or termination  benefits to
which the Executive  otherwise  would be entitled  under any other  severance or
termination plan, policy or arrangement of the Company or Services.

                                   ARTICLE I.
                                    PURPOSES

      The Board of  Directors  of the  Company  (the  "Board")  and the Board of
Directors of Services have  determined  that it is in the best  interests of the
Company and its  stockholders,  and of Services,  to assure that the Company and
Services  will  have  the  continued  service  of  the  Executive,  despite  the
possibility or occurrence of a change of control of the Company or Services. The
Board believes it is imperative to reduce the  distraction of the Executive that
would result from the personal  uncertainties  caused by a pending or threatened
change of control, to encourage the Executive's full attention and dedication to
the Company and Services,  and to provide the Executive  with  compensation  and
benefits   arrangements   upon  a  change  of  control  which  ensure  that  the
expectations of the Executive will be satisfied and are  competitive  with those
of  similarly-situated  corporations.  This  Agreement is intended to accomplish
these objectives.

                                ARTICLE II.
                            CERTAIN DEFINITIONS

     When used in this  Agreement,  the terms  specified  below  shall  have the
following meanings:

      2.1     "Accrued Obligations" -- see Section 5.3.

      2.2  "Agreement  Term"  means the  period  commencing  on the date of this
Agreement and ending on the date which is twelve (12) months  following the date
that both



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the  Company and  Services  give  notice of  cancellation  pursuant to
Section 11.14 hereof (the  "Expiration  Date");  provided,  however,  that if an
Imminent  Change of Control Date occurs  before the  Expiration  Date,  then the
Agreement Term shall automatically  extend to a date which is twelve (12) months
after the date of the Imminent  Change of Control  Date:  and provided  further,
that if a Change of Control  occurs before the  Expiration  Date, the Expiration
Date shall automatically be extended to the last day of the Post-Change Period.

      2.3 "Article" means an article of this Agreement.

      2.4 "Beneficial owner" means such term as defined in Rule 13d-3 of the SEC
under the 1934 Act.

      2.5   "Cause" - see Section 4.3(b).

      2.6 "Change of Control" means,  except as otherwise  provided  below,  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 the Company or a  Subsidiary,  becomes  the  beneficial
      owner of 15% or more of the  common  stock  of the  Company  or of  Voting
      Securities  representing  15% or more of the combined  voting power of all
      Voting  Securities  of the  Company,  (Y)  Laidlaw  Inc.  ceases to be the
      beneficial owner,  directly or indirectly,  of 43.6% or more of the Voting
      Securities  of the  Company and (Z)  another  person or group  becomes the
      beneficial  owner of Voting  Securities of the Company  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 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 the Company or Services.
            d. the sale or other  disposition  by the  Company of 50% or more of
      the Voting  Securities of Services or any other  transaction which results
      in any person,  other than the  Company or a  subsidiary  or any  employee
      benefit plan of the Company,  becoming the beneficial owner of 50% or more
      of the Voting Securities of Services.

      2.7 "Code" means the Internal Revenue Code of 1986, as amended.

      2.8 "Disability" -- see Section 4.1(b).



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      2.9  "Effective  Date"  means the first  date on which a Change of Control
occurs  during the Agreement  Term.  Despite  anything in this  Agreement to the
contrary,  if the  Company or Services  terminates  the  Executive's  employment
before  the  date  of a  Change  of  Control,  and if the  Executive  reasonably
demonstrates  that such  termination  of employment  (a) was at the request of a
third party who had taken steps  reasonably  calculated  to effect the Change of
Control or (b) otherwise  arose in connection with or anticipation of the Change
of Control,  then "Effective  Date" shall mean the date  immediately  before the
date of such termination of employment.

      2.10 "Employer"  means whichever of the Company or Services is the primary
common-law employer of the Executive at the relevant time.

      2.11 "Good Reason" -- see Section 4.4(b).

      2.12 "Gross-up Payment" -- see Section 7.1.

      2.13 "Imminent  Change of Control Date" means any date on which occurs (a)
a presentation to the Company's  stockholders  generally or any of the Company's
directors or executive  officers of a proposal or offer for a Change of Control,
or (b) the public announcement (whether by advertisement,  press release,  press
interview, public statement, SEC filing or otherwise) of a proposal or offer for
a Change of  Control,  and in case of either (a) or (b) such  proposal  or offer
remains effective and unrevoked.

      2.14 "IRS" means the Internal Revenue Service.

      2.15  "1934 Act" means the Securities Exchange Act of 1934.

      2.16 "Notice of  Termination"  means a written  notice given in accordance
with  Section 11.7 which sets forth (a) the  specific  termination  provision in
this  Agreement  relied upon by the party giving such notice,  (b) in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the  Executive's  employment  under such  termination  provision  and (c) if the
Termination  Date  is  other  than  the  date  of  receipt  of  such  Notice  of
Termination, the Termination Date.

      2.17 "Plans" means plans,  programs,  policies or practices of the Company
and Services.

      2.18 "Policies" means policies, practices or procedures of the Company and
Services.

      2.19  "Post-Change  Period"  means the period  commencing on the Effective
Date and ending on the third anniversary of such date.

      2.20 "SEC" means the Securities and Exchange Commission.



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      2.21 "Section" means, unless the context otherwise requires,  a section of
this Agreement.

      2.22 "Subsidiary"  means a corporation as defined in Section 424(f) of the
Code with the Company being treated as the employer  corporation for purposes of
this definition.

      2.23  "Termination  Date"  means  the date of  receipt  of the  Notice  of
Termination  or any later date specified in such notice (which date shall be not
more  than 15 days  after  the  giving  of such  notice),  as the  case  may be;
provided,   however,  that  (a)  if  the  Company  or  Services  terminates  the
Executive's employment other than for Cause or Disability,  then the Termination
Date shall be the date of receipt of such Notice of  Termination  and (b) if the
Executive's employment is terminated by reason of death or Disability,  then the
Termination  Date shall be the date of death of the Executive or the "Disability
Effective Date" (as defined in Section 4.1), as the case may be.

      2.24 "Termination Performance Period" - see Section 3.2(b)(2).

      2.25  "Voting  Securities"  of a  corporation  means  securities  of  such
corporation  that are entitled to vote generally in the election of directors of
such corporation.

                               ARTICLE III.
                      POST-CHANGE PERIOD PROTECTIONS

      3.1 Position and Duties.

            a. During the Post-Change Period, (1) the Executive's  position with
      the Company and  Services,  (in the case of a Change of Control  involving
      the  Company)  or with  Services  (in  the  case of a  Change  of  Control
      involving Services) (including offices, titles, reporting requirements and
      responsibilities),  authority and duties shall be at least commensurate in
      all material  respects with the most significant of those held,  exercised
      and assigned at any time during the 90-day period  immediately  before the
      Effective Date and (2) the Executive's  services shall be performed at the
      location where the Executive was employed immediately before the Effective
      Date or any other location less than 40 miles from such former location.

            b.  During  the  Post-Change  Period  (other  than  any  periods  of
      vacation,  sick leave or  disability  to which the Executive is entitled),
      the Executive  agrees to devote the Executive's full attention and time to
      the business  and affairs of the Company and  Services  and, to the extent
      necessary to discharge the duties  assigned to the Executive in accordance
      with this  Agreement,  to use the  Executive's  best  efforts  to  perform
      faithfully and efficiently such duties. During the Post-Change Period, the
      Executive  may (1)  serve on  corporate,  civic or  charitable  boards  or
      committees, (2) deliver lectures, fulfill speaking engagements or teach at
      educational  institutions and (3) manage personal investments,  so long as
      such  activities  are  consistent  with the  Policies  of the  Company  or
      Services at the Effective Date and do not significantly


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      interfere  with the  performance  of the  Executive's  duties  under  this
      Agreement.  To the extent that any such  activities have been conducted by
      the  Executive  before the  Effective  Date and were  consistent  with the
      Policies of the Company and Services at the Effective  Date, the continued
      conduct of such  activities  (or  activities  similar in nature and scope)
      after  the  Effective  Date  shall not be  deemed  to  interfere  with the
      performance of the Executive's duties under this Agreement.

      3.2   Compensation.

            a. Base  Salary.  During the  Post-Change  Period,  the  Company and
      Services  shall pay or cause to be paid to the  Executive  an annual  base
      salary in cash ("Guaranteed Base Salary"), which shall be paid in a manner
      consistent   with  the  Company's  or  Services'  (as  applicable  to  the
      Executive)  payroll practices in effect  immediately  before the Effective
      Date at a rate at least equal to 12 times the highest  monthly base salary
      paid or payable to the Executive by the Company and Services in respect of
      the 12-month  period  immediately  before the Effective  Date.  During the
      Post-Change  Period, the Guaranteed Base Salary shall be reviewed at least
      annually and shall be increased at any time and from time to time as shall
      be substantially consistent with increases in base salary awarded to other
      peer  executives of the Company and  Services.  Any increase in Guaranteed
      Base Salary shall not limit or reduce any other  obligation of the Company
      and  Services  to the  Executive  under  this  Agreement.  After  any such
      increase,  the  Guaranteed  Base Salary  shall not be reduced and the term
      "Guaranteed Base Salary" shall thereafter refer to the increased amount.

            b. Target  Bonus.  During the  Post-Change  Period,  the Company and
      Services  shall  pay or cause  to be paid to the  Executive  a bonus  (the
      "Guaranteed  Bonus")  for each  Performance  Period  which ends during the
      Post-Change  Period.  "Performance  Period"  means  each  period  of  time
      designated  in  accordance  with any bonus  arrangement  of the Company or
      Services  ("Bonus Plan") which is based upon  performance  and approved by
      the Board or any committee of the Board.  The Guaranteed Bonus shall be at
      least equal to the greatest of:

            (1) the On Plan  Bonus,  which  shall mean the cash bonus  which the
            Executive  would  accrue  under any Bonus  Plan for the  Performance
            Period  for  which  the  Guaranteed   Bonus  is  awarded   ("Current
            Performance  Period") as if the  performance  achieved  100% of plan
            established pursuant to such Bonus Plan and the maximum level of the
            discretionary portion is achieved;

            (2) the  Actual  Bonus,  which  shall  mean  the  cash  bonus  which
            Executive  would  accrue  under  any  Bonus  Plan  for  the  Current
            Performance Period if the performance during the Current Performance
            Period were measured by actual performance;  provided, however, that
            for  purposes of Article V of this  Agreement,  the Actual Bonus for
            the Performance  Period in which the Termination  Date occurred (the
            "Termination  Performance  Period")  shall not be less than the cash
            bonus  which the  Executive  would  accrue  under any


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            Bonus Plan if performance during that Termination Performance Period
            were  measured  by the actual  performance  during  the  Termination
            Performance Period before the Termination Date projected to the last
            day  of  such  Performance  Period  and  the  maximum  level  of the
            discretionary portion is achieved; and

             (3) the Historical Bonus,  which shall mean the greatest bonus that
            the  Executive  accrued  under any Bonus  Plan in the last three (3)
            Performance  Periods  that  ended  before  the  Post-Change  Period;
            provided, however, that for purposes of Article V of this Agreement,
            the  Historical  Bonus  for the  Performance  Period  in  which  the
            Termination Date occurred shall not be less than the cash bonus that
            the  Executive  accrued in the last  Performance  Period  that ended
            before the Termination Date.

            c.  Incentive,   Savings  and  Retirement   Plans.  In  addition  to
      Guaranteed  Base Salary and  Guaranteed  Bonus payable as provided in this
      Section,  the  Executive  shall be  entitled  to  participate  during  the
      Post-Change  Period in all  incentive  (including  long-term  incentives),
      savings and retirement  Plans  applicable to other peer  executives of the
      Company  and  Services,  but in no event  shall  such  Plans  provide  the
      Executive with incentive  (including  long-term  incentives),  savings and
      retirement benefits which are less favorable,  in the aggregate,  than the
      most  favorable  of those  provided  by the  Company  or  Services  to the
      Executive or to peer executives  under such Plans as in effect at any time
      during the 90-day period immediately before the Effective Date.

            d.  Welfare  Benefit  Plans.  During  the  Post-Change  Period,  the
      Executive and the Executive's  family shall be eligible to participate in,
      and receive all benefits  under,  welfare  benefit  Plans  provided by the
      Company and Services(including, without limitation, medical, prescription,
      dental,   disability,   individual  life,  group  life,   dependent  life,
      accidental  death and travel accident  insurance  Plans) and applicable to
      other peer executives of the Company and Services and their families,  but
      in no event shall such Plans provide  benefits  which in any case are less
      favorable, in the aggregate,  than the most favorable of those provided to
      the Executive or to peer  executives  under such Plans as in effect at any
      time during the 90-day period immediately before the Effective Date.

            e. Fringe  Benefits.  During the Post-Change  Period,  the Executive
      shall be entitled to fringe  benefits and other  executive  perquisites in
      accordance with the most favorable Plans  applicable to peer executives of
      the Company and Services,  but in no event shall such Plans provide fringe
      benefits  and  other  executive  perquisites  which  in any  case are less
      favorable, in the aggregate,  than the most favorable of those provided by
      the Company and Services to the Executive or to peer executives under such
      Plans in effect at any time during the 90-day  period  immediately  before
      the Effective Date.

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            f. Expenses.  During the Post-Change  Period, the Executive shall be
      entitled  to prompt  reimbursement  of all  reasonable  employment-related
      expenses  incurred by the  Executive  upon the  Company's or Services' (as
      applicable)  receipt of accountings in accordance  with the most favorable
      Policies applicable to peer executives of the Company and Services, but in
      no event shall such Policies be less favorable, in the aggregate, than the
      most  favorable  of those  provided  by the  Company  and  Services to the
      Executive or to peer executives  under such Policies in effect at any time
      during the 90-day period immediately before the Effective Date.

            g. Office and Support  Staff.  During the  Post-Change  Period,  the
      Executive  shall be  entitled  to an office or  offices of a size and with
      furnishings and other appointments,  and to exclusive personal secretarial
      and  other  assistance  in  accordance  with the most  favorable  Policies
      applicable to peer executives of the Company and Services, but in no event
      shall such Policies be less  favorable,  in the  aggregate,  than the most
      favorable of those  provided by the Company and Services to the  Executive
      or to peer executives under such Policies in effect at any time during the
      90-day period immediately before the Effective Date.

            h. Vacation.  During the Post-Change  Period, the Executive shall be
      entitled to paid vacation in accordance  with the most favorable  Policies
      applicable to peer executives of the Company and Services, but in no event
      shall such Policies be less  favorable,  in the  aggregate,  than the most
      favorable of those  provided by the Company and Services to the  Executive
      or to peer executives under such Policies in effect at any time during the
      90-day period immediately before the Effective Date.

      3.3   Stock Options.

        In  addition to the other  benefits  provided  in this  Section,  on the
  Effective  Date,  the  Employer  shall pay to the  Executive  a lump-sum  cash
  payment  equal to the spread (fair market  value over  exercise  price) of all
  outstanding options granted to the Executive for shares of common stock of the
  Company whether vested or not vested on the Effective  Date.  Whichever of the
  Company and  Services  is not the  Employer,  shall be jointly  and  severally
  liable for the obligation of the Employer under this Section 3.3.

                                ARTICLE IV.
                         TERMINATION OF EMPLOYMENT

      4.1 Disability.

            a. During the  Post-Change  Period,  the Employer may  terminate the
      Executive's  employment  upon the  Executive's  Disability  (as defined in
      Section  4.1(b)) by giving the Executive or his legal  representative,  as
      applicable,  (1) written  notice in  accordance  with  Section 11.7 of the
      Employer's  intention to terminate the Executive's  employment pursuant to
      this Section and (2) a certification  of the  Executive's  Disability by a
      physician  selected  by  the  Employer  or  its  insurers  and

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      reasonably   acceptable  to  the  Executive  or  the   Executive's   legal
      representative.  The Executive's  employment shall terminate  effective on
      the 30th day (the  "Disability  Effective  Date")  after  the  Executive's
      receipt of such notice unless,  before the Disability  Effective Date, the
      Executive shall have resumed the full-time  performance of the Executive's
      duties.

            b. "Disability" means any medically  determinable physical or mental
      impairment  that has lasted for a  continuous  period of not less than six
      months and can be expected to be permanent or of indefinite duration.  and
      that  renders  the  Executive  unable to perform the  essential  functions
      required under this Agreement with or without reasonable accommodation.

      4.2 Death. The Executive's  employment shall terminate  automatically upon
      the Executive's death during the Post-Change Period.

      4.3   Cause.
            a. During the  Post-Change  Period,  the Employer may  terminate the
      Executive's employment for Cause.

            b.  "Cause"  means  any  of the  following:  (i)  conviction  of the
      Executive of, or the  Executive's  pleading  guilty or nolo contendere to,
      any  felony  which  includes  as an  element  of the crime a  premeditated
      intention  to commit the act,  (ii)  Executive's  inability to perform his
      duties due to habitual alcohol or drug addiction, (iii) serious misconduct
      involving dishonesty in the course of Executive's employment,  or (iv) the
      Executive's  habitual  neglect of his duties;  except that Cause shall not
      mean:

                  (1)   bad judgment or negligence other than habitual
                        neglect of duty;

                  (2) any act or  omission  believed  by the  Executive  in good
                  faith to have been in or not  opposed to the  interest  of the
                  Company and Services (without intent of the Executive to gain,
                  directly or  indirectly,  a profit to which the  Executive was
                  not legally entitled);

                  (3) any act or omission with respect to which a  determination
                  could  properly have been made by the Board that the Executive
                  met the applicable  standard of conduct for indemnification or
                  reimbursement  under the Company's or Services'  by-laws,  any
                  applicable  indemnification  agreement,  or applicable law, in
                  each case in effect at the time of such act or omission; or

                  (4) any act or  omission  with  respect  to  which  notice  of
                  termination  of employment of the Executive is given more than
                  12 months after the  earliest  date on which any member of the
                  Board, not a party to the act or omission, knew or should have
                  known of such act or omission.

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            c. Any termination of the Executive's employment by the Employer for
      Cause shall be communicated to the Executive by a Notice of Termination.

      4.4   Good Reason.

            a. During the Post-Change Period, the Executive may terminate his or
      her employment for Good Reason.

            b. "Good Reason" means any of the following:

            (1) the  assignment to the Executive of any duties  inconsistent  in
            any  respect  with  the  Executive's  position  (including  offices,
            titles,  reporting  requirements or responsibilities),  authority or
            duties as contemplated by Section 3.1 (a)(1), or any other action by
            the Company or Services  which  results in a diminution  on or other
            material adverse change in such position, authority or duties;

            (2) any failure by the Company or Services to comply with any of the
            provisions of Article III;

            (3) the  Company's or Services'  requiring the Executive to be based
            at any office or  location  other  than the  location  described  in
            Section 3.1(a)(2);

            (4) any other material adverse change to the terms and conditions of
            the Executive's employment; or

            (5) any  purported  termination  by the Employer of the  Executive's
            employment other than as expressly  permitted by this Agreement (any
            such  purported  termination  shall not be  effective  for any other
            purpose under this Agreement).

      Any  reasonable  determination  of "Good Reason" made in good faith by the
Executive shall be conclusive.

            c. Any  termination  of  employment by the Executive for Good Reason
      shall be  communicated  to the  Employer  by a Notice  of  Termination.  A
      passage of time prior to delivery of a Notice of  Termination or a failure
      by the  Executive  to  include in the  Notice of  Termination  any fact or
      circumstance which contributes to a showing of Good Reason shall not waive
      any right of the Executive  under this Agreement or preclude the Executive
      from asserting such fact or  circumstance  in enforcing  rights under this
      Agreement.

                                ARTICLE V.
               OBLIGATIONS OF THE EMPLOYER UPON TERMINATION

                                                                               9
<PAGE>

      5.1 If by the Executive for Good Reason or by the Employer  Other Than for
Cause or  Disability.  If, during the  Post-Change  Period,  the Employer  shall
terminate Executive's  employment other than for Cause or Disability,  or if the
Executive  shall  terminate  employment  for Good  Reason,  the  Employer  shall
immediately pay the Executive, in addition to all vested rights arising from the
Executive's  employment  as specified in Article III, a cash amount equal to the
sum of the following amounts:

            a.    to the extent not previously paid, the Guaranteed Base
     Salary and any accrued vacation pay through the Termination Date;

            b. the  difference  between  (1) the  product of (A) the  Guaranteed
     Bonus,  multiplied by (B) a fraction,  the numerator of which is the number
     of days in the  Termination  Performance  Period which  elapsed  before the
     Termination  Date, and the denominator of which is the total number of days
     in the Termination Performance Period, and (2) the amount of any Guaranteed
     Bonus  previously  paid to the  Executive  with respect to the  Termination
     Performance Period;

            c. all amounts  previously  deferred by or an accrual to the benefit
     of the Executive under any  nonqualified  deferred  compensation or pension
     plan,  together with any accrued earnings thereon,  and not yet paid by the
     Company or Services;

            d. an amount equal to the product of (1) three (3) multiplied by (2)
      the sum of (A) the Guaranteed Base Salary and (B) the Guaranteed Bonus;

            e. an amount equal to the sum of the value of the  unvested  portion
     of the  Executive's  accounts or accrued  benefits under any qualified plan
     maintained by the Company or Services, as of the Termination Date;

            f. if the Company or Services  maintains  any  cash-based  long term
     incentive  bonus  plan or  arrangement,  an amount in  satisfaction  of the
     Company's or Services (as  applicable)  obligation to the  Executive  under
     such plan or arrangement  equal to the amount which would be payable to the
     Executive if (i) the Company or Services (as  applicable)  attained  target
     performance over the entire  performance  period and (ii) the Executive had
     remained employed during the entire performance period;

            g. pay Executive outplacement services, to a maximum of $25,000.

      Until the third  anniversary of the Termination Date or such later date as
  any Plan of the Company or Services may specify,  the Employer  shall continue
  to provide to the Executive and the provide to the Executive's  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   executive
  perquisites,  which are at least as favorable as the most  favorable  Plans of
  the Company and Services applicable to Executive and other peer executives and
  their  families  as of the  Termination  Date,  but which are in no event less
  favorable than the most favorable Plans of

                                                                              10
<PAGE>

  the Company and Services applicable to the Executive and other peer executives
  and their families during the 90-day period  immediately  before the Effective
  Date. The cost to the Executive of such welfare  benefits shall not exceed the
  cost of such benefits to the Executive immediately before the Termination Date
  or,  if less,  the  Effective  Date.  Notwithstanding  the  foregoing,  if the
  Executive is 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 Employer hereunder shall be secondary to the coverage provided
  by the subsequent  employer's medical,  life, or disability insurance plan(s).
  The Executive's  rights under this Section shall be in addition to, and not in
  lieu of, any post-termination  continuation  coverage or conversion rights the
  Executive 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.

      5.2  If by  the  Employer  for  Cause.  If  the  Employer  terminates  the
  Executive's employment for Cause during the Post-Change Period, this Agreement
  shall terminate  without further  obligation by the Employer to the Executive,
  other  than  the  obligation  immediately  to pay the  Executive  in cash  the
  Executive's  Guaranteed  Base Salary through the  Termination  Date,  plus the
  amount of any  compensation  previously  deferred by the  Executive,  plus any
  accrued vacation pay, in each case to the extent not previously paid.

      5.3 If by the  Executive  Other  Than for Good  Reason.  If the  Executive
  terminates  employment  during  the  Post-Change  Period  other  than for Good
  Reason,  Disability or death,  this Agreement shall terminate  without further
  obligations by the Employer,  other than the obligation immediately to pay the
  Executive  in cash all amounts  specified  in clauses  (a), (b) and (c) of the
  first  sentence  of  Section  5.1 (such  amounts  collectively,  the  "Accrued
  Obligations").

      5.4 If by the Employer for  Disability.  If the  Employer  terminates  the
  Executive's  employment  by reason of the  Executive's  Disability  during the
  Post-Change Period, this Agreement shall terminate without further obligations
  to the Executive, other than

            (a)   the Employer's obligation immediately to pay the
      Executive in cash all Accrued Obligations, and

            (b) the  Executive's  right after the  Disability  Effective Date to
      receive disability and other benefits at least equal to the greater of (1)
      those  provided under the most favorable  disability  Plans  applicable to
      peer  executives of the Company or Services in effect  immediately  before
      the  Termination  Date or (2)  those  provided  under  the most  favorable
      disability  Plans of the Company and Services in effect at any time during
      the 90-day period immediately before the Effective Date.

      5.5 If upon Death. If the  Executive's  employment is terminated by reason
  of the Executive's death during the Post-Change  Period,  this Agreement shall
  terminate without further obligations to the Executive's legal representatives
  under this Agreement, other than

                                                                              11
<PAGE>

  the obligation of the Employer  immediately to pay the  Executive's  estate or
  beneficiary  in  cash  all  Accrued  Obligations.  Despite  anything  in  this
  Agreement to the contrary, the Executive's family shall be entitled to receive
  benefits at least equal to the most favorable benefits provided by the Company
  and Services to the  surviving  families of peer  executives of the Company or
  Services under such Plans,  but in no event shall such Plans provide  benefits
  which  in each  case  are  less  favorable,  in the  aggregate,  than the most
  favorable of those provided by the Company and Services to the Executive under
  such Plans in effect at any time during the 90-day period  immediately  before
  the Effective Date.

      5.6 Joint and Several Obligation. Whichever of the Company and Services is
  not the Employer shall be jointly and severally  liable for the obligations of
  the Employer under this Article V.

                                ARTICLE VI.
                         NON-EXCLUSIVITY OF RIGHTS

      6.1 Waiver of Other Severance Rights. To the extent that payments are made
  to the  Executive  pursuant to Section 5.1, the  Executive  hereby  waives the
  right to receive  severance  payments under any other Plan or agreement of the
  Company or Services.

      6.2 Other  Rights.  Except as  provided  in Section  6.1 and in the second
  paragraph of this  Agreement,  this  Agreement  shall not prevent or limit the
  Executive's  continuing  or  future  participation  in  any  benefit,   bonus,
  incentive or other Plans,  provided by the Company or any of its  Subsidiaries
  and for which the Executive  may qualify,  nor shall this  Agreement  limit or
  otherwise  affect  such  rights  as the  Executive  may have  under  any other
  agreements  with the  Company or any of its  Subsidiaries.  Amounts  which are
  vested benefits or which the Executive is otherwise  entitled to receive under
  any Plan of the Company or any of its  Subsidiaries  and any other  payment or
  benefit  required by law at or after the Termination  Date shall be payable in
  accordance  with such Plan or applicable  law except as expressly  modified by
  this Agreement.

                               ARTICLE VII.
                CERTAIN ADDITIONAL PAYMENTS BY THE EMPLOYER

      7.1 Gross-up for Certain  Taxes.  If it is determined  (by the  reasonable
  computation of the Employer's independent auditors, which determinations shall
  be  certified  to by such  auditors  and set  forth in a  written  certificate
  ("Certificate")  delivered  to the  Executive)  that any  benefit  received or
  deemed received by the Executive from the Company or Services pursuant to this
  Agreement  or  otherwise  (collectively,  the  "Payments")  is or will  become
  subject to any excise tax under  Section  4999 of the Code or any  similar tax
  payable  under any  United  States  federal,  state,  local or other law (such
  excise tax and all such similar taxes collectively,  "Excise Taxes"), then the
  Employer shall,  immediately  after such  determination,  pay the Executive an
  amount (the "Gross-up Payment") equal to the product of

            (a) the amount of such Excise Taxes

                                                                              12
<PAGE>

  multiplied by

            (b) the Gross-up Multiple (as defined in Section 7.4).

      The  Gross-up  Payment is intended to  compensate  the  Executive  for the
  Excise Taxes and any federal,  state, local or other income or excise taxes or
  other taxes payable by the Executive with respect to the Gross-up Payment.

      The Executive or the Employer may at any time request the  preparation and
  delivery to the Executive of a Certificate. The Employer shall, in addition to
  complying with Section 7.2, cause all determinations and certifications  under
  the Article to be made as soon as reasonably  possible and in adequate time to
  permit  the  Executive  to prepare  and file the  Executive's  individual  tax
  returns on a timely basis.

      7.2   Determination by the Executive.

            a. If the  Employer  shall  fail to  deliver  a  Certificate  to the
      Executive (and to pay to the Executive the amount of the Gross-up Payment,
      if any)  within 14 days  after  receipt  from the  Executive  of a written
      request  for a  Certificate,  or if at any  time  following  receipt  of a
      Certificate the Executive  disputes the amount of the Gross-up Payment set
      forth therein, the Executive may elect to demand the payment of the amount
      which the  Executive,  in  accordance  with an  opinion  of counsel to the
      Executive  ("Executive  Counsel  Opinion"),  determines to be the Gross-up
      Payment. Any such demand by the Executive shall be made by delivery to the
      Employer  of  a  written  notice  which  specifies  the  Gross-up  Payment
      determined  by the Executive and an Executive  Counsel  Opinion  regarding
      such Gross-up Payment (such written notice and opinion  collectively,  the
      "Executive's  Determination").  Within  14  days  after  delivery  of  the
      Executive's  Determination to the Employer, the Employer shall either (1 )
      pay the  Executive  the  Gross-up  Payment  set  forth in the  Executive's
      Determination (less the portion of such amount, if any, previously paid to
      the  Executive  by  the  Employer)  or (2)  deliver  to  the  Executive  a
      Certificate  specifying the Gross-up Payment  determined by the Employer's
      independent  auditors,  together with an opinion of the Employer's counsel
      (" Employer Counsel Opinion"),  and pay the Executive the Gross-up Payment
      specified in such  Certificate.  If for any reason the  Employer  fails to
      comply with clause (2) of the  preceding  sentence,  the Gross-up  Payment
      specified in the  Executive's  Determination  shall be controlling for all
      purposes.

            b. If the  Executive  does not make a request  for, and the Employer
      does not deliver to the Executive, a Certificate,  the Employer shall, for
      purposes  of Section  7.3, be deemed to have  determined  that no Gross-up
      Payment is due.

      7.3 Additional Gross-up Amounts. If, despite the initial conclusion of the
Employer  and/or the  Executive  that certain  Payments  are neither  subject to
Excise Taxes nor

                                                                              13
<PAGE>

to be counted in determining  whether other Payments are subject to Excise Taxes
(any such item, a "Non-Parachute Item"), it is later determined (pursuant to the
subsequently-enacted  provisions  of the Code,  final  regulations  or published
rulings of the IRS, final judgment of a court of competent  jurisdiction  or the
Employer's independent auditors) that any of the Non-Parachute Items are subject
to Excise Taxes,  or are to be counted in  determining  whether any Payments are
subject to Excise Taxes, with the result that the amount of Excise Taxes payable
by the  Executive is greater than the amount  determined  by the Employer or the
Executive pursuant to Section 7.1 or 7.2, as applicable, then the Employer shall
pay the  Executive  an amount  (which  shall also be deemed a Gross-up  Payment)
equal to the product of

            (a)  the  sum of (1)  such  additional  Excise  Taxes  and  (2)  any
      interest,  fines,  penalties,  expenses  or other  costs  incurred  by the
      Executive  as a result of having  taken a position  in  accordance  with a
      determination made pursuant to Section 7.1

  multiplied by

              (b) the Gross-up Multiple.

      7.4 Gross-up Multiple.  The Gross-up Multiple shall equal a fraction,  the
numerator of which is one (1.0), and the denominator of which is one (1.0) minus
the sum,  expressed as a decimal fraction,  of the rates of all federal,  state,
local and other  income and other taxes and any Excise Taxes  applicable  to the
Gross-up Payment.  (If different rates of tax are applicable to various portions
of a Gross-up Payment, the weighted average of such rates shall be used.)

     7.5 Opinion of Counsel.  "Executive  Counsel Opinion" means a legal opinion
of  nationally  recognized  executive  compensation  counsel  that  there  is  a
reasonable basis to support a conclusion that the Gross-up Payment determined by
the  Executive has been  calculated  in accord with this Article and  applicable
law.  "Employer Counsel Opinion" means a legal opinion of nationally  recognized
executive compensation counsel that (a) there is a reasonable basis to support a
conclusion that the Gross-up  Payment set forth of the Certificate of Employer's
independent  auditors  has been  calculated  in  accord  with this  Article  and
applicable law, and (b) there is no reasonable  basis for the calculation of the
Gross-up Payment determined by the Executive.

     7.6 Amount Increased or Contested.  The Executive shall notify the Employer
in  writing  of any  claim  by the  IRS  or  other  taxing  authority  that,  if
successful,  would  require the payment by the  Employer of a Gross-up  Payment.
Such  notice  shall  include the nature of such claim and the date on which such
claim is due to be  paid.  The  Executive  shall  give  such  notice  as soon as
practicable,  but no later than 10  business  days,  after the  Executive  first
obtains actual knowledge of such claim;  provided,  however, that any failure to
give or delay in giving  such notice  shall  affect the  Employer's  obligations
under this Article only if and to the extent that such failure results in actual
prejudice to the Employer.  The Executive  shall not pay such claim less than 30
days after the Executive  gives such notice to the Employer (or, if sooner,  the
date on which  payment  of such  claim is due).  If the  Employer  notifies  the


                                                                              14
<PAGE>

Executive  in writing  before the  expiration  of such period that it desires to
contest such claim, the Executive shall:

            a.    give the Employer any information that it reasonably
      requests relating to such claim,

            b. take such action in connection  with contesting such claim as the
      Employer  reasonably  requests  in writing  from time to time,  including,
      without  limitation,  accepting legal  representation with respect to such
      claim by an attorney reasonably selected by the Employer,

            c.    cooperate  with the  Employer  in good faith to  contest  such
                  claim, and

            d.    permit the Employer to participate in any proceedings
      relating to such claim;

      provided, however, that the Employer shall bear and pay directly all costs
      and expenses  (including  additional  interest and penalties)  incurred in
      connection  with such contest and shall  indemnify  and hold the Executive
      harmless,  on an  after-tax  basis,  for any  Excise  Tax or  income  tax,
      including  related  interest  and  penalties,  imposed as a result of such
      representation  and payment of costs and  expenses.  Without  limiting the
      foregoing,  the Employer shall control all  proceedings in connection with
      such  contest  and, at its sole  option,  may pursue or forego any and all
      administrative  appeals,  proceedings,  hearings and conferences  with the
      taxing  authority  in respect of such claim and may,  at its sole  option,
      either direct the Executive to pay the tax claimed and sue for a refund or
      contest  the claim in any  permissible  manner.  The  Executive  agrees to
      prosecute  such  contest  to a  determination  before  any  administrative
      tribunal,  in a court of initial jurisdiction and in one or more appellate
      courts, as the Employer shall determine;  provided,  however,  that if the
      Employer directs the Executive to pay such claim and sue for a refund, the
      Employer shall advance the amount of such payment to the Executive,  on an
      interest-free  basis and shall  indemnify the  Executive,  on an after-tax
      basis,  for any Excise Tax or income tax,  including  related  interest or
      penalties, imposed with respect to such advance; and further provided that
      any extension of the statute of  limitations  relating to payment of taxes
      for the taxable year of the Executive with respect to which such contested
      amount is claimed to be due is limited  solely to such  contested  amount.
      The  Employer's  control of the  contest  shall be limited to issues  with
      respect to which a Gross-up Payment would be payable.  The Executive shall
      be  entitled  to settle or  contest,  as the case may be, any other  issue
      raised by the IRS or other taxing authority.

    7.7 Refunds. If, after the receipt by the Executive of an amount advanced by
the Employer  pursuant to Section 7.6, the Executive becomes entitled to receive
any refund  with  respect to such claim,  the  Executive  shall  (subject to the
Employer's  complying  with the  requirements  of Section 7.6)  promptly pay the
Employer the amount of such refund  (together

                                                                              15
<PAGE>

with any interest paid or credited thereon after taxes applicable thereto).  If,
after the  receipt  by the  Executive  of an  amount  advanced  by the  Employer
pursuant to Section 7.6, a determination is made that the Executive shall not be
entitled  to any refund  with  respect to such claim and the  Employer  does not
notify the  Executive  in writing  of its intent to contest  such  determination
before the  expiration  of 30 days after such  determination,  then such advance
shall be forgiven  and shall not be required to be repaid and the amount of such
advance  shall offset,  to the extent  thereof,  the amount of Gross-up  Payment
required to be paid.  Any contest of a denial of refund shall be  controlled  by
Section 7.6.

    7.8 Joint and Several  Obligation.  Whichever of the Company and Services is
not the Employer  shall be jointly and severally  liable for the  obligations of
the Employer  under this Article VII. In the event of any assertion of liability
under this  Section 7.8 against  whichever of the Company or Services is not the
Employer,  the party against which such  liability is asserted  shall succeed to
all of the rights and obligations of the Employer under Article VII.

                               ARTICLE VIII.
                           EXPENSES AND INTEREST

    8.1 Legal Fees and Other Expenses.

            a. If the Executive incurs legal, accounting and other fees or other
      expenses in a good faith effort to obtain  benefits  under this  Agreement
      (including,  without  limitation,  the  fees  and  other  expenses  of the
      Executive's  legal counsel and the  accounting and other fees and expenses
      in  connection  with the  delivery of the  Opinion  referred to in Article
      VII),  regardless  of  whether  the  Executive  ultimately  prevails,  the
      Employer shall reimburse the Executive on a monthly basis upon the written
      request for such fees and expenses to the extent not reimbursed  under the
      Company's and Services' officers and directors liability insurance policy,
      if any. The existence of any  controlling  case or controlling  regulatory
      law  which  is  directly  inconsistent  with  the  position  taken  by the
      Executive shall be evidence that the Executive did not act in good faith.

            b.  Reimbursement  of legal fees and expenses  shall be made monthly
      upon the written  submission of a request for reimbursement  together with
      evidence  that such fees and  expenses are due and payable or were paid by
      the  Executive.  If the Employer  shall have  reimbursed the Executive for
      legal fees and expenses and it is later  determined that the Executive was
      not acting in good faith, all amounts paid on behalf of, or reimbursed to,
      the Executive shall be promptly refunded to the Employer.

    8.2  Interest.  If the Employer does not pay any amount due to the Executive
under this  Agreement  within three days after such amount became due and owing,
interest shall accrue on such amount from the date it became due and owing until
the date of payment at a

                                                                              16
<PAGE>

annual rate equal to two percent (2.0%) above the base  commercial  lending rate
announced  by The Bank of America in effect  from time to time during the period
of such nonpayment.

      8.3 Joint and Several Obligation. Whichever of the Company and Services is
not the Employer  shall be jointly and severally  liable for the  obligations of
the Employer  under this Article  VIII.  The right of refund  referred to in the
last  sentence  of Section  8.1 b. shall  inure to  whichever  of the Company or
Services originally paid the reimbursement to the Executive.

                                ARTICLE IX.
                         NO SET-OFF OR MITIGATION

      9.1 No Set-off by Company or Services.  The  Executive's  right to receive
when due the payments and other  benefits  provided for under this  Agreement is
absolute,  unconditional  and  subject to no set-off,  counterclaim  or legal or
equitable defense.  Time is of the essence in the performance by the Company and
Services of their obligations under this Agreement.  Any claim which the Company
or  Services  may have  against  the  Executive,  whether  for a breach  of this
Agreement or otherwise,  shall be brought in a separate action or proceeding and
not as part of any action or proceeding  brought by the Executive to enforce any
rights against the Company or Services under this Agreement.

      9.2 No Mitigation.  The Executive  shall not have any duty to mitigate the
amounts  payable by the Company or Services  under this Agreement by seeking new
employment following  termination.  Except as specifically otherwise provided in
this  Agreement,  all amounts  payable  pursuant to this Agreement shall be paid
without  reduction  regardless of any amounts of salary,  compensation  or other
amounts  which may be paid or  payable  to the  Executive  as the  result of the
Executive's employment by another employer.

                                ARTICLE X.
                    CONFIDENTIALITY AND NON-COMPETITION

      10.1 Confidentiality.  Executive acknowledges that it is the policy of the
Company and its Subsidiaries to maintain as secret and confidential all valuable
and unique information and techniques acquired, developed or used by the Company
and its  Subsidiaries  relating to their  business,  operations,  employees  and
customers,  which gives the Company and its Subsidiaries a competitive advantage
in the  businesses  in  which  the  Company  and its  Subsidiaries  are  engaged
("Confidential  Information").  Executive  recognizes that all such Confidential
Information  is  the  sole  and  exclusive  property  of  the  Company  and  its
Subsidiaries, and that disclosure of Confidential Information would cause damage
to the Company and its  Subsidiaries.  Executive agrees that, except as required
by the duties of his  employment  with the Company and/or its  Subsidiaries  and
except in connection with enforcing the Executive's  rights under this Agreement
or if  compelled by a court or  governmental  agency,  he will not,  without the
consent of the  Company,  disseminate  or otherwise  disclose  any  Confidential
Information   obtained  during  his  employment  with  the  Company  and/or  its
Subsidiaries for so long as such information is valuable and unique.

                                                                              17
<PAGE>

      10.2     Non-competition/ Non-solicitation.

            a. Executive  agrees that,  during the period of his employment with
      the Company  and/or its  Subsidiaries  and, if  Executive's  employment is
      terminated  for any  reason,  thereafter  for a  period  of one (1)  year,
      Executive  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 10.2(d).

            b. Executive  agrees that,  during the period of his employment with
      the Company  and/or its  Subsidiaries  and, if  Executive's  employment is
      terminated  for any  reason,  thereafter  for a  period  of one (1)  year,
      Executive 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  10.2(b)  shall,  however,
      restrict  Executive  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
      Executive  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  Executive's  duties  hereunder and
      Executive's interest in such investment.

            c. Executive  agrees that,  during the period of his employment with
      the Company  and/or its  Subsidiaries  and, if  Executive's  employment is
      terminated  for any  reason,  thereafter  for a  period  of one (1)  year,
      Executive  shall not (1) employ any  employee  of the  Company  and/or its
      Subsidiaries   or  (2)  interfere   with  the  Company's  or  any  of  its
      Subsidiaries'  relationship  with,  or  endeavor  to entice  away from the
      Company and/or its Subsidiaries any person,  firm,  corporation,  or other
      business  organization  who or which at any time (whether  before or after
      the date of  Executive's  termination  of  employment),  was an  employee,
      customer,  vendor or supplier of, or  maintained  a business  relationship
      with,  any  business  of the  Company  and/or its  Subsidiaries  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 10.2, "Prohibited Business" shall
      be  defined as any entity and any  branch,  office or  operation  thereof,
      which is a direct  and  material  competitor  of the  Company  and/ or its
      Subsidiaries  wherever the Company and/ or its Subsidiaries does business,
      in the United States or abroad.

      10.3 Remedy.  Executive  and the Company  specifically  agree that, in the
event that  Executive  shall  breach his  obligations  under this Article X, the
Company  and its  Subsidiaries  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 Company
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

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manner or degree whatsoever limit, reduce or otherwise affect the obligations of
the Company and Services under this Agreement, and in no event shall an asserted
breach of the  Executive's  obligations  under this Article X constitute a basis
for  deferring or  withholding  any amounts  otherwise  payable to the Executive
under this Agreement.

                                ARTICLE XI.
                               MISCELLANEOUS

      11.1 No  Assignability.  This  Agreement is personal to the  Executive and
without  the prior  written  consent of the Company  and  Services  shall not be
assignable  by the Executive  otherwise  than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Executive's legal representatives.

      11.2  Successors.  This  Agreement  shall  inure to the  benefit of and be
binding upon the Company,  Services and their respective successors and assigns.
The Company and Services will require any successor (whether direct or indirect,
by purchase, merger,  consolidation or otherwise) to all or substantially all of
their  respective  businesses or assets to assume expressly and agree to perform
this  Agreement  in the same  manner and to the same  extent that the Company or
Services,  as applicable,  would be required to perform it if no such succession
had taken place.  Any successor to the business  and/or assets of the Company or
Services  which assumes or agrees to perform this Agreement by operation of law,
contract,  or otherwise  shall be jointly and severally  liable with the Company
and  Services  under this  Agreement  as if such  successor  were the Company or
Services, as applicable.

      11.3  Payments to  Beneficiary.  If the  Executive  dies before  receiving
amounts to which the Executive is entitled  under this  Agreement,  such amounts
shall be paid in a lump sum to the  beneficiary  designated  in  writing  by the
Executive, or if none is so designated, to the Executive's estate.

      11.4  Non-alienation  of Benefits.  Benefits  payable under this Agreement
shall not be subject in any manner to anticipation,  alienation, sale, transfer,
assignment, pledge, encumbrance,  charge, garnishment,  execution or levy of any
kind,  either  voluntary or  involuntary,  before actually being received by the
Executive,  and any such  attempt to dispose  of any right to  benefits  payable
under this Agreement shall be void.

      11.5 Severability. If any one or more articles, sections or other portions
of this  Agreement  are  declared by any court or  governmental  authority to be
unlawful  or  invalid,  such  unlawfulness  or  invalidity  shall  not  serve to
invalidate any article,  section or other portion not so declared to be unlawful
or invalid. Any article,  section or other portion so declared to be unlawful or
invalid  shall be  construed  so as to  effectuate  the  terms of such  article,
section or other portion to the fullest extent possible while  remaining  lawful
and valid.

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<PAGE>

      11.6 Amendments. Except as provided in Sections 2.2 and 11.14 hereof, this
Agreement shall not be altered, amended or modified except by written instrument
executed by the Company, Services and Executive.

      11.7 Notices.  All notices and other  communications  under this Agreement
shall be in  writing  and  delivered  by hand or by first  class  registered  or
certified mail, return receipt requested, postage prepaid, addressed as follows:

                        If to the Executive:
                        (First Name) (Last Name)
                        (Address)
                        (City) (State) (Postal Code)

                        If to the Company:
                        Safety-Kleen Services, Inc.
                        1301 Gervais Street, Suite 300
                        Columbia, South Carolina  29201
                        Attention: Vice President, Administration



                                                                              20
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                        If to Services:
                        Safety-Kleen Services, Inc.
                        1301 Gervais Street, Suite 300
                        Columbia, South Carolina  29201
                        Attention: Vice President, Administration

or to such other  address as either  party shall have  furnished to the other in
writing.  Notice and communications shall be effective when actually received by
the addressee.

      11.8  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together constitute one and the same instrument.

      11.9 Governing Law. This Agreement  shall be interpreted  and construed in
accordance  with the laws of the State of South  Carolina  without regard to its
choice of law principles.

      11.10  Captions.  The  captions  of this  Agreement  are not a part of the
provisions hereof and shall have no force or effect.

      11.11 Tax  Withholding.  The Company and Services  may  withhold  from any
amounts payable under this Agreement any federal,  state or local taxes that are
required to be withheld pursuant to any applicable law or regulation.

      11.12 No Waiver. The Executive's  failure to insist upon strict compliance
with any  provision  of this  Agreement  shall  not be  deemed a waiver  of such
provision or any other provision of this Agreement. A waiver of any provision of
this  Agreement  shall not be deemed a waiver  of any other  provision,  and any
waiver of any default in any such provision  shall not be deemed a waiver of any
later default thereof or of any other provision.

      11.13 Entire Agreement.  This Agreement contains the entire  understanding
of the  Company  and  Services  and the  Executive  with  respect to its subject
matter.

      11.14  Cancellation.  The Company and Services may, at any time prior to a
Change in Control,  unilaterally  cancel this Agreement on behalf of all parties
hereto by both of them (and not only one of them)  notifying  the  Executive  of
such  cancellation in writing at least twelve (12) months prior to the effective
date of the  cancellation,  provided  however  that no such  notice may be given
after an Imminent Change of Control Date.


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<PAGE>











            IN WITNESS  WHEREOF,  the  Executive,  Services and the Company have
executed this Agreement as of the date first above written.



                        -----------------------------------
                         (name) (the Executive)

                        SAFETY-KLEEN CORP.

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

                        SAFETY-KLEEN SERVICES, INC.

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

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