SAFETY-KLEEN
                                    CORPORATE
                                 INCENTIVE PLAN



                                Fiscal Year: 1999





















Rev:  August 31st, 1998

 

                                      
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                                TABLE OF CONTENTS


                                                                        Page No.

I.      Overview ......................................................... 1

II.     PLAN OBJECTIVES .................................................. 1

III.    ATTAINING GOALS .................................................. 2

IV.     ELIGIBILITY FOR PLAN PARTICIPATION  .............................. 3

V.      PLAN STRUCTURE ................................................... 3

        A.  PERFORMANCE MEASURES AND TARGET BONUSES ...................... 3
               1.  EPS ................................................... 3
               2.  Individual Performance  ............................... 4
                   Table 1:  Performance Rating Qualitative Categories ... 4

        B.  PERFORMANCE AND AWARD CRITERIA ............................... 4
               1.  Target Bonus Levels ................................... 4
               2.  Units of Measure ...................................... 5
                   Table 2:  Units of Measure and Payout as Percent
                   of Base Pay by Position ............................... 5
               3.  Payout Schedule ....................................... 5
                  Table 3:   Payout Schedule as Percentage of Target
                  Percent for Annual Goals Achieved Against
                  Committed Targets ...................................... 6

VI.     PAYMENT OF AWARDS ................................................ 7

VII.    PLAN ADMINISTRATION .............................................. 7

VIII.   SUMMARY AND CONCLUSION ........................................... 7



                                       
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                                   I. OVERVIEW

The Corporate  Incentive Plan (MIP) is a short-term  cash  incentive  bonus plan
covering officers, Corporate Vice Presidents, Corporate Directors, key Corporate
managers,  and other key Corporate staff. The plan allows selected  employees to
share  directly  in the  success of the  Company  through  the payment of annual
incentive  awards  which are in turn based on the  attainment  of business  unit
goals and individual performance objectives.

This Plan  Document  provides the Company with a mechanism  to  communicate  its
expectations  for  Company  performance  while at the  same  time  allowing  the
management  team the  opportunity to earn a total  compensation  package that is
competitive for the industry.


                               II. PLAN OBJECTIVES

The  purpose  of a  bonus  compensation  plan  is  to  motivate  key  management
performance  and to reward  those  individuals  considered  responsible  for the
success of the business.  Safety-Kleen  Corporation  has developed the Corporate
Incentive  Plan for key  managerial  personnel  which will provide a significant
economic opportunity based on their contribution to the Corporation and on their
own individual performance.

The following must occur for the Company to be successful:

      o  Waste  streams must be kept within the SK  structure.  
      o  Inter-company  competition must cease. 
      o  Site-by-site parochialism must
         be eliminated.
      o  Business  managers  must be free to  spend  more  time on  finding  and
         working on business synergies than detailed budges.

To accomplish these  objectives,  a certain  percentage of a key manager's total
compensation package will be at risk.  Therefore,  plan participants must direct
their  efforts  and set goals  which will  maximize  the  success of the Company
through the individual success of their own department.


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                              III. ATTAINING GOALS


The success of the Corporate Incentive Plan will be measured by attaining preset
goals,   and  by  showing  a  significant   level  of  commitment  and  personal
contribution  to the Company  throughout the year. This can only be accomplished
by the combined support of the Company's management team.

Each  participant  should  understand  that  their  earnings  opportunities  are
dependent  upon the  attainment of these goals.  To enhance this  understanding,
each  participant  will be given an  explanation  of the Plan  along  with their
individual  goals and bonus  potentials.  This will  allow each  participant  to
clearly  understand  that effort that  increases  results  will  produce  higher
rewards.

In implementing and maintaining this Plan, the following factors are of critical
importance:

      o  Measures of achievement will be quantitative and qualitative in nature.
         The  quantitative  measures of achievement will be financial goals that
         are tied to the  Company's  annual  financial  budget.  The use of such
         goals will help  generate  and  reinforce a  commitment  to the overall
         budgeting process. The qualitative measure of achievement will be based
         on the  participant's  level of  commitment  to the  Company  and their
         overall contribution to the Company's success.

      o  Incentive  awards  will be based  upon the  achievement  of  aggressive
         objectives.  These aggressive objectives will help assure that the Plan
         pays  for  itself  out of  incremental  additional  profits;  and  that
         stockholders  receive  an  appropriate  return  of  investment  in  the
         incentive payments.

      o  The threshold of incentive  awards will only be at a "competent"  level
         of  performance  but  appreciable  more  award will  result  from extra
         efforts and results achieved due to higher levels of performance.


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                     IV. ELIGIBILITY FOR PLAN PARTICIPATION

For fiscal year 1999,  participation  in the  Corporate  Incentive  Plan will be
limited to:

     Executive officers                                   Key Corporate Managers
     Corporate Vice Presidents                            Key Corporate Staff
     Corporate Directors

A comprehensive list of participants is maintained by Corporate Human Resources.
These  positions  are targeted  because of their direct  accountability  for the
operating  results of a major  business  unit(s)  and their  accountability  for
structuring a function under them.

To receive an annual incentive award,  participants must occupy a bonus eligible
position in the  Management  Incentive Plan as of April 1, 1999, and be employed
by Safety-Kleen  Corporation at the time incentive awards are paid. Participants
who have not  occupied an incentive  eligible  position for the full fiscal year
will be prorated based on the number of full months of participation. Pre merger
Safety-Kleen employees who were part of the Safety-Kleen MIP FY1998 Plan and who
are eligible  for the FY1999 Plan will become  eligible for the FY1999 Plan from
1/1/99.  These  eligibility  criteria  apply to current  employees  promoted  to
eligible  positions,  new hires hired into eligible  positions,  or employees in
positions subsequently selected to participate in the Plan.


                                V. PLAN STRUCTURE

A.      PERFORMANCE MEASURES AND TARGET BONUSES

Participants  will be judged against achieving a combination of various criteria
which will be set at the  beginning  of the year.  These are  Earnings Per Share
(EPS)  (quantitative),   and  individual   performance   ("qualitative").   Each
participant should read this document carefully to attain a proper understanding
of the Plan and its dynamics.

1.      EPS

Earnings per share is defined as fully  diluted  earnings per share as disclosed
on the income  statement after adding back the after tax impact of the non-sales
incentive expense.


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<PAGE>

2.      Individual Performance

Individual  performance  will be judged against  personal  objectives set at the
beginning of the year. While the appropriate performance rating in this category
of payout is subjective, the definitions listed below and the rating schedule in
Table  1 have  been  established  to  facilitate  the  process  of  setting  and
evaluating individual performance per the Qualitative Goals worksheet.

Definition:

Fully Met Objectives:          Completed all  tasks with distinguished  results.
Met Most Objectives:           Marked improvement and met nearly all objectives.
Met Over Half Objectives:      Displayed good effort, achieving over half of all
                               objectives.  
Met Under Half Objectives:     Met fewer than half of all objectives set. 
Unacceptable:                  Little attempt made, disappointing results.


                                     TABLE 1
                               Performance Rating
                               ------------------
                             Qualitative Categories
                             ----------------------

Step      Achievement                    Payout
5.        Fully Met Objectives           100% of points assigned
4.        Met Most Objectives             80% of points assigned
3.        Met Over Half Objectives        40% of points assigned
2.        Met Under Half Objectives       15% of points assigned
1.        Unacceptable                     0% of points assigned


B.      Performance and Award Criteria

1.      Target Bonus Levels

The  target  bonus  payout  is the  monetary  award  that  will  be  paid if all
quantitative  and  qualitative  goals are achieved  exactly as set. This will be
calculated  as a  percentage  of base pay called the target bonus  percent.  For
example,  a participant whose base pay is $50,000 and whose target bonus percent
is 30% will  receive  a  $15,000  award  if all the  performance  goals  are met
exactly. This award can fluctuate if separate goals are missed or exceeded.  The
base pay level used to calculate bonus awards will be the base annualized salary
paid as of August 31, 1999. Target bonus percents can be found in Table 2.


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<PAGE>

2.      Units of Measure

The  performance  criteria  for each  plan  participant  should  focus  upon the
appropriate  areas  in  which  the  position  has  opportunity  to  impact.  The
performance criteria is based upon a combination of quantitative and qualitative
goals. It should be noted that any unit of measure is not permanently  fixed and
could vary from year to year.

     The units of measure used and their associated  contribution to the overall
payout are presented in Table 2:



                                  TABLE 2
                       UNIT OF MEASURE AND PAYOUT AS
                       -----------------------------
                      PERCENT OF BASE PAY BY POSITION
                      -------------------------------
               ---------------------------------------------
                                  Target      Co
               Position           Payout      EPS      Qual.
               =============================================

               CEO                  60%       70%      30%
               COO                  50%       70%      30%
               Senior VP            40%       70%      30%
               Vice President       35%       70%      30%
               Director             25%       70%      30%
               Director             20%       70%      30%
               Key Manager          15%       70%      30%
               Key Staff            10%       70%      30%
               ---------------------------------------------

3.      Payout Schedule

The  achievement  level  attained  against  each  goal will  determine  how much
incentive  award  arising  from each goal will be paid.  The schedule in Table 3
presents  the  payout   percentages  for  various   achievement  levels  of  the
quantitative  measures.  The  qualitative  column  represents  the  total  award
available  depending upon the level of  achievement  obtained  against  personal
objectives.  In order to be paid an award for any measure,  the threshold  level
must first be met.


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                                     TABLE 3
                 Payout Schedule as Percentage of Target Percent
               for Annual Goals Achieved Against Committed Targets

                                                                     Potential
                       EPS Achieved             Quantitative        Qualitative
Incentive            Against Committed             Payout             Payout
  Step                   Targets                   Levels             Levels
 
31                         110% +                  135.0%              100%
30                         109%                    131.5%              100%
29                         108%                    128.0%              100%
28                         107%                    124.5%              100%
27                         106%                    121.0%              100%
26                         105%                    117.5%              100%
25                         104%                    114.0%              100%
24                         103%                    110.5%              100%
23                         102%                    107.0%              100%
22                         101%                    103.5%              100%
21                         100%                    100.0%              100%
20                          99%                     99.0%              100%
19                          98%                     98.0%              100%
18                          97%                     97.0%              100%
17                          96%                     96.0%              100%
16                          95%                     95.0%              100%
15                          94%                     94.0%              100%
14                          93%                     93.0%              100%
13                          92%                     92.0%              100%
12                          91%                     91.0%              100%
11                          90%*                    90.0%              100%
10                          89%                      0.0%              100%
9                           88%                      0.0%              100%
8                           87%                      0.0%              100%
7                           86%                      0.0%              100%
6                           85%                      0.0%              100%
5                           84%                      0.0%              100%
4                           83%                      0.0%              100%
3                           82%                      0.0%              100%
2                           81%                      0.0%              100%
1                           80%                      0.0%              100%
0                           <80%                     0.0%                0%

*  Equivalent of 95% EBITDA achievement at operations level


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<PAGE>


An example of a bonus calculation follows:

        Director
        Annual Salary:  $75,000
        Target Bonus Percent:  20%
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                       Unit      Target      Annual        Goal   
   Goal                     Achievement   Payout        of       Percent     Salary       Payout
                                                     Measure
<S>                            <C>         <C>         <C>        <C>      <C>         <C>
==================================================================================================
Corp. EPS ...................  102%        107%        x 70%      x 20%    x $75,000   = $10,500
Qualitative Goals ...........   80%         80%        x 30%      x 20%    x $75,000   = $ 4,500
                            ======================================================================
                               Total:                                                    $15,000

--------------------------------------------------------------------------------------------------
</TABLE>


                              VI. PAYMENT OF AWARDS

Each  incentive  award will be reviewed and approved by the  appropriate  Senior
Vice   President,   the  Chief   Operating   Officer,   the  Vice   President  -
Administration,  and the Chief Executive Officer. Payments will be made no later
than November 15, 1999.  PARTICIPANTS WHO VOLUNTARILY TERMINATE THEIR EMPLOYMENT
WITH SAFETY-KLEEN CORP. PRIOR TO AWARDS BEING ISSUED WILL FORFEIT THEIR RIGHT TO
RECEIVE ANY AWARD.

Any adjustment of bonus amounts or any  consideration  of special  circumstances
must be approved by the Vice President - Administration, and the Chief Executive
Officer.


                            VII. PLAN ADMINISTRATION

The Chief Executive Officer of Safety-Kleen  Corporation is the sole interpreter
and  arbitrator  of these  provisions  and has the right to amend,  withdraw  or
revoke the Plan or any of its provisions at any time.

                          VIII. SUMMARY AND CONCLUSION

The  conceptual  framework and guidelines  covered in this Plan represent  those
elements that necessarily must be examined to assure the value to the Company of
the short-term cash incentive  compensation plan. Several steps must be taken to
ensure  that  those  objectives  which  the  plan is  designed  to  meet  can be
accomplished. These steps are described as follows:


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     COMMUNICATION OF THE PLAN

     It  is  important  that  the  Plan  be  effectively   communicated  to  all
     participants.   This  would  include   individual   discussions  with  each
     participant.  These discussions should include a review of the measures and
     standards that should be developed to assess  personal and/or business unit
     performance,  as well as a  clarification  of the  details  of the plan and
     individual opportunities.


    DEVELOPMENT OF PERFORMANCE MEASURES

     Business  unit(s)  and any  individual  goals  should  be  established  and
     communicated  at the beginning of the fiscal year.  Accepted  standards are
     those that are reasonable and realistic reflections of current opportunity,
     as well as striving for improvement. Measurements of performance should use
     relevant quantitative criteria.


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