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 constitute at least a majority of the Board unless at the end of
      such period,  the majority of

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      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:

                  (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;

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


4.    CONTINUATION OF BENEFITS FOLLOWING TERMINATION
      For  twelve  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

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      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.

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

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<PAGE>

      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,  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

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      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.

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.

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                                        SAFETY-KLEEN CORP.


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



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                                        SAFETY-KLEEN SERVICES, INC.


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


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


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

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