Exhibit (10) (p)

                                  SAFETY-KLEEN

                      CHANGE OF CONTROL SEVERANCE AGREEMENT

                                      Name

                                                                coc sk-a-ambo120
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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
         3.4      Excess / Supplemental Plans                               7

ARTICLE IV. - TERMINATION OF EMPLOYMENT                                     8
         4.1      Disability                                                8
         4.2      Death                                                     8
         4.3      Cause                                                     8
         4.4      Good Reason                                               9

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ARTICLE V. - OBLIGATIONS OF THE COMPANY UPON TERMINATION                   10
         5.1      If by the Executive for Good Reason or by the
                  Company Other Than for Cause or Disability               10
         5.2      If by the Company for Cause                              11
         5.3      If by the Executive Other Than for Good Reason           12
         5.4      If by the Company for Disability                         12
         5.5      If upon Death                                            12
         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                  13
         7.1      Gross-up for Certain Taxes                               13
         7.2      Determination by the Executive                           13
         7.3      Additional Gross-up Amounts                              14
         7.4      Gross-up Multiple                                        14
         7.5      Opinion of Counsel                                       15
         7.6      Amount Increased or Contested                            15
         7.7      Refunds                                                  16
         7.8      Joint and Several Obligation                             16

ARTICLE VIII. - EXPENSES AND INTEREST                                      16
         8.1      Legal Fees and Other Expenses                            16
         8.2      Interest                                                 17

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

ARTICLE X. -  CONFIDENTIALITY AND NON-COMPETITION                          18
         10.1     Confidentiality                                          18
         10.2     Non-competition/ Non-Solicitation                        18
         10.3     Remedy                                                   19

ARTICLE XI. - MISCELLANEOUS                                                19
         11.1     No Assignability                                         19
         11.2     Successors                                               19
         11.3     Payments to Beneficiary                                  19
         11.4     Non-alienation of Benefits                               20
         11.5     Severability                                             20
         11.6     Amendments                                               20
         11.7     Notices                                                  20
         11.8     Counterparts                                             21


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         11.9     Governing Law                                            21
         11.10    Captions                                                 21
         11.11    Tax Withholding                                          21
         11.12    No Waiver                                                21
         11.13    Entire Agreement                                         21
         11.14    Cancellation                                             21

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                                  SAFETY-KLEEN

                      CHANGE OF CONTROL SEVERANCE AGREEMENT


         THIS AGREEMENT dated as of October 5, 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 Last Name) (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.

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         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 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 Bonus Plan if performance  during that


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         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, salary continuance,  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.

         3.4      Excess/Supplemental Plans.

         In addition to the other  benefits  provided  in this  Section,  on the
Effective Date, the Employer shall pay to Executive an amount equal to the value
(determined  using  (i) the  interest  rate  published  by the  PBGC,  as of the
calendar month immediately prior to the Effective Date, for the specific purpose
of determining  the present value of lump sum benefits as discussed in 29 C.F.R.
4044 and (ii) the UP 84 Mortality  Table) of the  Executive's  accrued  benefits
under (1) the Safety-Kleen  Supplemental  Executive  Retirement Plan, or (2) any
such successor plan or other nonqualified  unfunded retirement Plan as may be in
effect as of (or as may have been in effect at any time during the 90-day period
immediately before)

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the Effective Date (the "Excess/Supplemental Plans"), irrespective of whether or
not Executive is vested therein, and without any reduction for early retirement,
early payout and social security  benefits,  and taking into account for benefit
accrual purposes,  the Executive's entire period of service with the Company and
its affiliates as reflected on the Company's Human Resources database. 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
         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:


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                           (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.

                  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


                                                                               9
<PAGE>


                  (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

         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;


                                                                              10
<PAGE>


                  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. the  difference  between  (1) an amount  equal to the value
        (determined using the actuarial  assumptions then applied by the Pension
        Benefit Guaranty  Corporation for determining  immediate annuity present
        values)    of   the    Executive's    accrued    benefits    under   the
        Excess/Supplemental  Plans  (taking  into  account for  benefit  accrual
        purposes the  Executive's  entire period of service with the Company and
        its affiliates as reflected on the Company's Human  Resources  database)
        calculated  as though the  Executive  (A)  continued to accrue  benefits
        under the  Excess/Supplemental  Plans for a period of three  years after
        the Termination Date, and (B) received  compensation during each year of
        such  three-year  period equal to the sum of the Guaranteed  Base Salary
        and the highest  Guaranteed  Bonus paid (or payable) to the Executive in
        the three years preceding the  Termination  Date, and (C) were three (3)
        years  older  than his age at the  Termination  Date and (2) the  amount
        actually  previously paid to Executive pursuant to Section 3.4; provided
        however,  that the amount  computed  under this  paragraph  shall not be
        reduced for early retirement, early payout and social security benefits;
        further provided,  however,  that such amount shall be paid irrespective
        of whether Executive is vested in any of the Excess/ Supplemental Plans;
        and

                  h.  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 shall  provide to the  Executive's
  family welfare benefits (including, without limitation, medical, prescription,
  dental,   disability,   salary  continuance,   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 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


                                                                              11
<PAGE>


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 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

                                                                              12
<PAGE>


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

  multiplied by

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


                                                                              13
<PAGE>


         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 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

                                                                              14
<PAGE>


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  ontested.  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
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,


                                                                              15
<PAGE>
                  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  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

                                                                              16
<PAGE>


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 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.


                                                                              17
<PAGE>


                                   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.

         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).


                                                                              18
<PAGE>


                  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 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.


                                                                              19
<PAGE>


                                   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.

         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:


                                                                              20
<PAGE>


                                    If to the Executive:

                                    FirstName  LastName
                                    Address1
                                    City  State  PostalCode


                                    If to the Company:

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


                                                                              21
<PAGE>

                                    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.


                                                                              21
<PAGE>


         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.


                                                                              22
<PAGE>


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


                                    ----------------------------------
                                    FirstName LastName (the Executive)

                                    SAFETY-KLEEN CORP.
                                    By:
                                       --------------------------------
                                    Kenneth W. Winger
                                    President / Chief Executive Officer

                                    SAFETY-KLEEN SERVICES, INC.
                                    By:
                                       --------------------------------
                                    Kenneth W. Winger
                                    President / Chief Executive Officer


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