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                                                                   EXHIBIT 10(g)



                    THE LAIDLAW ENVIRONMENTAL SERVICES, INC.

                   U.S. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                ================================================





This Plan was adopted by the Board of Directors of Laidlaw Environmental
Services, Inc. effective October 14, 1997.






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                                TABLE OF CONTENTS

ARTICLE                                                                     PAGE

1        Introduction                                                         1

2        Definitions                                                          2

3        Eligibility and Service                                              7

4        Supplemental Benefits                                                8

5        Normal and Optional Forms of Benefits                               12

6        Death Benefits                                                      13

7        Future of the Plan                                                  15

8        General Provisions                                                  16


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                                  ARTICLE 1

                                 INTRODUCTION

1.01     Laidlaw Environmental Services, Inc. (hereinafter known as "LES")
         hereby establishes the Laidlaw Environmental Services, Inc. U.S.
         Supplemental Executive Retirement Plan (the "Plan") for the purpose of
         providing supplemental benefits as hereinafter described.

1.02     Supplemental benefits payable under this Plan will be paid in addition
         to benefits paid under any other retirement arrangement sponsored by a
         participating employer. However, this Plan supersedes the Laidlaw Inc.
         U.S. Supplemental Executive Retirement Arrangement adopted by the Board
         of Directors of Laidlaw Inc. effective April 1, 1995 (the
         "Arrangement"). Duplicate benefits will not be paid from this Plan and
         the Arrangement.

1.03     The effective date of this Plan is October 14, 1997.

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                                    ARTICLE 2

                                   DEFINITIONS

In this Plan, the following terms and expressions will have the following
meanings, unless a different meaning is required by the context.

2.01     ACTUARIAL EQUIVALENT means a supplemental benefit of an equivalent
         value where such equivalent benefit is established using actuarial
         tables, actuarial assumptions and methodology as may be selected by the
         Company on the recommendation of the Actuary.

2.02     ACTUARY means a Fellow of the Society of Actuaries, as appointed by the
         Company.

2.03     AFFILIATED COMPANY means any subsidiary company of LES or any company
         related to or associated with LES.

2.04     BENEFICIARY means the person designated by a Member under Article 6 and
         means the Member's estate where there is no such person.

2.05     BOARD OF DIRECTORS means the board of directors of Laidlaw
         Environmental Services, Inc., or such Committee to which such board of
         directors may delegate its authority in respect of this Plan.

2.06     COMPANY means Laidlaw Environmental Services, Inc. (LES) and any
         related, affiliated, associated or subsidiary company which may be
         designated as a participating employer by the Company and which has
         agreed to participate in the Plan. Where any reference in the Plan is
         made to any action to be taken, consent, approval or opinion to be
         given, 

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         discretion or decision to be exercised by the Company, Company means
         LES, acting through the Board of Directors or any person authorized by
         the Board of Directors for purposes of the Plan.

2.07     CONTINUOUS SERVICE means the years and completed months of an
         Employee's uninterrupted period of employment with the Company since
         the Employee's last date of hire by the Company, except that where the
         Employee was previously employed by another unrelated company,
         Continuous Service shall mean the years and completed months of an
         Employee's uninterrupted period of employment with the Company since
         the date of acquisition of the shares of that unrelated company by the
         Company. Notwithstanding the foregoing, Continuous Service shall not
         include any notice period related to termination of employment
         (including pay in lieu of notice of termination of employment), unless
         required by law and only to the extent required by law.

2.08     CREDITED SERVICE of a Member means the aggregate of Credited Past
         Service and Credited Future Service as follows: 

         (a) CREDITED PAST SERVICE

             Continuous Service prior to the effective date of an Employee's
             becoming a Member hereunder, provided the Human Resource and
             Compensation Committee has consented to the granting of such past
             service for the purposes of this Plan and has so notified the
             Member in writing; and

         (b) CREDITED FUTURE SERVICE

             Continuous Service from the later of October 14, 1997 or the date
             the Employee becomes a Member in this Plan in accordance with
             Article 3.

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2.09     EARNINGS in respect of a month of service during a particular fiscal
         year means one-twelfth of the aggregate of:

         (a)  the Employee's base salary received in such complete fiscal year
              from the Company (exclusive of any allowances); and

         (b)  bonuses and other incentive payments received in cash that are
              attributable to such fiscal year, up to a maximum of the targeted
              bonus payable to the Member in respect of such fiscal year (as
              determined under the Company's annual incentive program).

         "Earnings" shall not include any severance payments (i.e. or pay in
         lieu of reasonable notice of termination of employment), unless
         required by law and only to the extent required by law.

         For the purposes of this paragraph, where, at the time of determination
         of an Employee's "Earnings", an Employee has not worked for the
         entirety of a particular fiscal year, for the purposes of determining
         the Employee's Earnings for that fiscal year, the salary received and
         bonus attributed to that fiscal year under paragraph (a) and (b) above
         shall be divided by the number of whole or partial months service in
         that fiscal year.

2.10     EMPLOYEE means any person in full-time employment with the Company who
         is a resident of the US.

2.11     FINAL AVERAGE EARNINGS calculated as of any date on or after April 1,
         2000 means twelve times the highest average of the Member's Earnings
         during any 60 consecutive months of service with the Company and/or an
         Affiliated Company within the 10 year period preceding the Member's
         retirement, death or termination of employment. If a Member has not

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         completed 60 consecutive months of service as of the calculation date,
         Final Average Earnings will be based on the average of the Member's
         Earnings during the Member's period of consecutive service ending on
         such calculation date.

         Final Average Earnings calculated as of any calculation date prior to
         April 1, 2000 means twelve times the average of the Member's earnings
         during the 60 consecutive months of service with the Company and/or an
         Affiliated Company ending on the calculation date. If a Member has not
         completed 60 consecutive months of service as of the calculation date,
         Final Average Earnings will be based on the average of the Member's
         Earnings during the Member's period of consecutive service ending on
         such calculation date.

2.12     HUMAN RESOURCE AND COMPENSATION COMMITTEE means the Human Resource and
         Compensation Committee of the Board of Directors.

2.13     INTERNAL REVENUE CODE MAXIMUM COMPENSATION LIMIT at a particular time
         means the "compensation limit" as defined under Section 415(d) of the
         Internal Revenue Code of 1986 and the Regulations thereunder, as
         amended from time to time. As at October 14, 1997, the "compensation
         limit" is $150,000.

2.14     MEMBER means an Employee or former Employee who has been designated as
         eligible to participate in the Plan under Article 3 and who continues
         to be eligible to receive supplemental benefits under this Plan.

2.15     PLAN means this Laidlaw Environmental Services, Inc. U.S. Supplemental
         Executive Retirement Plan, as amended or restated from time to time.


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2.16     RETIREMENT AGE at a particular time, means the age upon which an
         individual can claim an unreduced pension under the United States
         Social Security Act and Regulations thereunder.

2.17     STATUTORY BENEFIT OFFSET at a particular time means the maximum annual
         "primary insurance amount" under the United States Social Security Act
         and the Regulations thereunder, as amended from time to time, payable
         at the date the Member attains the Retirement Age. Where a Member
         demonstrates to the satisfaction of the Company that upon attaining the
         Retirement age he or she is entitled to a pension benefit under the
         Social Security Act and Regulations thereunder that is less than the
         maximum annual primary insurance amount as described above, the
         Statutory Benefit Offset in respect of that Member shall be that lesser
         amount.

2.18     TOTAL DISABILITY means a disability in respect of which the Member is
         entitled to benefits from the Company's long-term disability program.

2.19     VESTED CREDITED SERVICE has the meaning described in Section 4.04.

In this Plan, unless the context requires otherwise, reference to the male
gender will include the female gender and words importing the singular number
only include the plural number and vice versa.

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                                    ARTICLE 3

                             ELIGIBILITY AND SERVICE
3.01     MEMBERSHIP

         An Employee will become a Member under this Plan upon being:

         (a)      recommended by the Chief Executive Officer of the Company for
                  participation in this Plan; and

         (b)      approved for participation by the Human Resource and
                  Compensation Committee, and such membership shall be effective
                  on the date determined by the Human Resource and Compensation
                  Committee in respect of such Member.

3.02     DISABILITY

         If the Member suffers from a Total Disability, such period of
         disability will be excluded from Credited Service. If the Member's
         Total Disability continues until he attains age 65, the Member will be
         deemed to have retired from employment and his supplemental benefits
         will be determined based on: 

         (a)      the formula set out in Section 4.01;

         (b)      Credited Service accrued to the date the Total Disability
                  commenced;

         (c)      for the purposes of Article 4, Continuous Service accrued to
                  the date the Total Disability commenced; and

         (d)      Final Average Earnings at the date the Total Disability
                  commenced.

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                                    ARTICLE 4

                              SUPPLEMENTAL BENEFITS

4.01     BENEFIT FORMULA

         The annual supplemental benefit formula is equal to ({A +B} - C) x D as
         follows: 

         where:

A        is 1% of the lesser of (i) the Member's Final Average Earnings; and
         (ii) the Internal Revenue Code maximum Compensation Limit;

B        is 1.5% of the amount by which the Member's Final Average Earnings
         exceeds the Internal Revenue Code Maximum Compensation Limit;

C        is, assuming the Member has attained the Retirement Age, 1/35th of the
         Statutory Benefit Offset, determined on the date of termination of
         employment, or death, as the case may be, and prior to the Member
         attaining the Retirement Age, nil; and

D        is the aggregate of the number of whole or partial years of the
         Member's Vested Credited Service, as determined under Section 4.04.

4.02     PENSION COMMENCEMENT

         A Member will be entitled to an annual supplemental benefit calculated
         according to the formula in Section 4.01 and based on Vested Credit
         Service and Final Average Earnings as at the date of termination of the
         Member's employment, commencing the first day of the month coincident
         with or next following such Member attaining the age of 65.

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4.03     EARLY RETIREMENT

         A Member who retires from employment with the Company on or after the
         attainment of age 60 and before attainment of age 65 and who elects to
         have this provision apply to him will be entitled to an annual
         supplemental benefit, commencing on the first day of the month
         coincident with or next following such Member's actual retirement date
         and such other date selected by him that is prior to the Member's
         attainment of age 65, equal to the supplemental benefit calculated
         according to the formula in Section 4.01 and based on the Vested
         Credited Service and the Member's Final Average Earning at the Member's
         actual retirement date. Such supplemental benefit will be reduced by
         0.1667% for each complete month that the date of commencement of
         payment of benefits precedes the Member's attainment of age 65. A
         Member can elect to have this provision apply to him by giving written
         notice to the Company of such election, which notice must be received
         by the Company prior to the day that the Member elects that
         supplemental benefits will commence to become payable to him.

4.04     VESTED CREDITED SERVICE

         For the purposes of this Plan, Vested Credited Service is the sum of
         Vested Credited Future Service and Vested Credited Past Service, as
         defined below: 

         (a) VESTED CREDITED FUTURE SERVICE

             A Member's Vested Credited Future Service is equal to the Member's
             Credited Future Service multiplied by the relevant vesting
             percentage contained in the following chart, based on the number of
             full years of the Member's Credited Future Service rendered after
             becoming a Member of this Plan.

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<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
YEARS OF CREDITED FUTURE                             RELEVANT VESTING PERCENTAGE
SERVICE RENDERED AFTER                    
BECOMING A MEMBER
--------------------------------------------------------------------------------
<S>                                                  <C>
less than 1 year                                                      0%
--------------------------------------------------------------------------------
1 or more years but less than 2 years                                20%
--------------------------------------------------------------------------------
2 or more years but less than 3 years                                40%
--------------------------------------------------------------------------------
3 or more years but less than 4 years                                60%
--------------------------------------------------------------------------------
4 or more years but less than 5 years                                80%
--------------------------------------------------------------------------------
5 or more years                                                     100%
--------------------------------------------------------------------------------
</TABLE>

         Where a Member suffers from a Total Disability, such period of Total
         Disability shall be considered to be Credited Future Service rendered
         after becoming a Member for the purposes only of determining the
         relevant vesting percentage in the above chart.

         (b)  VESTED CREDITED PAST SERVICE

              A Member's Vested Credited Past Service is equal to the Member's
              Credited Past Service if the Member:

                 (i) dies, at any age, and such death occurs prior to the 
                     commencement of payment of supplemental benefits under 
                     this Plan;

                (ii) retires from employment with the Company on or after the
                     attainment age 60; or

               (iii) terminates employment with the Company before age 60, 
                     provided the Member neither voluntarily terminates his 
                     employment with the Company nor is dismissed for just 
                     cause. 

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             For the purposes of this Section 4.04(b), the Human Resource and
             Compensation Committee will determine what constitutes "just cause"
             and whether a particular Member has been dismissed for just cause
             or has voluntarily terminated his employment with the Company.

             In any other case, a Member's Vested Credited Past Service is nil.

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                                    ARTICLE 5

                      NORMAL AND OPTIONAL FORMS OF BENEFITS

5.01     NORMAL FORM 

         The normal form of supplemental benefit payable under this Plan is an
         annuity payable in monthly installments for the life of the Member and,
         in any event, for a period of not less than 60 months. If the Member
         dies before receiving 60 monthly payments, the Member's Beneficiary
         will receive the remaining payments at the same time and in the same
         amount that the Member would have received, had he not died.

5.02     OPTIONAL FORMS

         In lieu of the normal form of supplemental benefit described in Section
         5.01, the Member may elect, before supplemental benefit payments
         commence, any other form of periodic lifetime annuity acceptable to the
         Human Resource and Compensation Committee (the "Optional Form"), which
         Optional Form will be the Actuarial Equivalent of the normal form of
         supplemental benefit described in Section 5.01.

         Where the Member wishes to elect an Optional Form, the Member must so
         advise the Company, in writing, at least 30 days before the date
         benefit payments would otherwise have commenced under this Plan.
         Section 5.01 will apply where the Member has not provided such written
         notice to the Company in the specified time period.

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                                    ARTICLE 6

                                 DEATH BENEFITS

6.01     BENEFICIARY DESIGNATION

         A Member may designate, by written notice delivered to the Committee, a
         Beneficiary to receive any benefits that are payable with respect to
         the Member on or after the death of the Member. A Member may revoke or
         amend such designation in the same manner at any time, subject to any
         applicable laws governing the designation of beneficiaries.

6.02     NO BENEFICIARY

         If no valid Beneficiary designation is in effect for the Member at his
         death, or if the Beneficiary predeceases the Member, any benefit
         payable to the Member's Beneficiary will be paid to the estate of the
         Member in accordance with this Plan.

6.03     DEATH OF A BENEFICIARY

         If a Beneficiary, as a result of a Member's death, is entitled to
         payments under this Plan and the Beneficiary dies before receiving any
         or all of the payments due to him, any remaining guaranteed monthly
         payments will continue to be paid to the estate of the Beneficiary.

6.04     DEATH BEFORE SUPPLEMENTAL BENEFIT COMMENCEMENT

         Notwithstanding Sections 4.02 and 4.03, if the Member dies before the
         payment of supplemental benefits have commenced, the Member will be
         deemed to have retired the day before his death and the Member's
         Beneficiary will receive a supplemental benefit equal to the benefit
         determined in accordance with Section 4.01, and payable for 60 months,

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         commencing on the first day of the month coincident with or next
         following the Member's death.

6.05     DEATH AFTER SUPPLEMENTAL BENEFIT COMMENCEMENT

         If a Member dies after the Member's supplement benefits have commenced
         being paid, any benefits payable under this Plan will be determined and
         payable in accordance with Article 5.

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                                    ARTICLE 7

                               FUTURE OF THE PLAN

7.01     RIGHT TO AMEND OR TERMINATE THE PLAN

         The Human Resource and Compensation Committee reserves the right to
         amend or discontinue this Plan at any time, either in whole or in part,
         at its discretion, provided such amendment or termination, as
         applicable, does not reduce benefits under this Plan accrued to the
         date of amendment or termination of the Plan, as applicable, based on a
         Member's Final Average Earnings and Credited Service at the date of
         such amendment or termination, as applicable.

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                                    ARTICLE 8

                               GENERAL PROVISIONS

8.01     ADMINISTRATION

         The Company will administer this Plan. The Company:

         (a) will be responsible for all matters relating to the administration
             of this Plan;

         (b) may delegate such matters as it deems appropriate to be performed
             by the committee or by one or more agents;

         (c) will decide conclusively all matters relating to the operation,
             interpretation and application of the Plan; and

         (d) may enact rules and regulations relating to the administration of
             the Plan to carry out the terms of this Plan and may amend such 
             rules and regulations from time to time. Such rules and 
             regulations will not conflict with any provision of this Plan.

8.02     SUPPLEMENTAL BENEFITS PAYABLE BY THE COMPANY

         (a) The Company is not required to establish or contribute to a trust
             fund, annuity or other current funding arrangement of any kind 
             for the provision of supplemental benefits which may become, or 
             are, payable under this Plan.

         (b) Supplemental benefits payable under this Plan are to be paid solely
             from the general assets of the Company.


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8.03     FREQUENCY AND TIMING OF SUPPLEMENTAL BENEFIT BENEFITS

         Unless specified otherwise, payments under this Plan will be payable
         monthly upon the first day of the month in which they fall due. Where
         such payments are subject to termination on death or loss of
         eligibility ("termination event"), the last monthly payment will be
         payable on the first day of the month in which the termination event
         occurs.

8.04     NON-ALIENATION

         Except as otherwise required by law, any transaction that purports to
         assign, charge, anticipate, surrender or grant as security a Member's
         right or interest under the Plan, or supplemental benefits payable
         under this Plan, is void.

8.05     NON-COMMUTATION OF BENEFITS

         A supplemental benefit payable under this Plan will not be capable of
         being commuted, unless the Human Resource and Compensation Committee
         decides it is in the best interests of the Company to do so.

8.06     RIGHTS OF EMPLOYEES

         (a) No Member will have any right or interest, whatsoever, to
             supplemental benefits under this Plan, except as provided in this 
             Plan.

         (b) The establishment of this Plan will not constitute an enlargement
             of any rights an Employee might otherwise have as to tenure, 
             retention of employment 

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         with the Company, continuity of work, advancement in employment or any
         particular job or position.

8.07     LIMITATION OF LIABILITIES

         Notwithstanding anything in this Plan to the contrary, the Company, its
         directors, officers, employees, and agents will not be liable to any
         person whatsoever because of any acts, omissions to act, or mistakes,
         negligence or errors in judgment either by the Company or of any person
         appointed or employed by it or providing service to it in connection
         with its or their functions hereunder, except for any claims, demands
         and proceedings arising from any act or omission which is due to
         willful misconduct, fraud or lack of good faith by the Company or such
         persons or any one of them.

8.08     INFORMATION TO BE PROVIDED BEFORE BENEFITS ARE PAID

         Payment of supplemental benefits will not be made until the person
         entitled to payment of supplemental benefits delivers to the Company:

         (a) satisfactory proof of age of the person and other persons who may
             become entitled to payment of supplemental benefits; and

         (b) any such other information as may be required to calculate and pay
             supplemental benefits, including a signed declaration of marital
             status, if applicable.

8.09     COMPANY RECORDS

         Whenever the records of the Company are used for the purposes of this
         Plan, such records will be conclusive as to the facts with which they
         are concerned.


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8.10     SUCCESSOR COMPANIES

         If the Company (or participating employer contemplated by the
         definition of "Company") sells or exchanges all or substantially all of
         its assets, discontinues operation of its business or enters into a
         statutory or non-statutory merger, consolidation of re-organization
         with any other corporation, this Plan will be continued and the person,
         firm or corporation to which the Company (or participating employer, as
         the case may be) is sold or with which the Company (or participating
         employer, as the case may be) is merged, consolidated or re-organized
         will be deemed to be the successor of the Company (or participating
         employer, as the case may be) and will be substituted hereunder for the
         Company (or participating employer, as the case may be).

8.11     CONSTRUCTION

         The Plan will be governed and construed in accordance with the laws of
         South Carolina.

8.12     CURRENCY

         All supplemental benefits payable under this Plan will be paid in the
         lawful currency of the United States.

8.13     SEVERABILITY

         If any provision of this Plan is held to be invalid or unenforceable by
         a court of competent jurisdiction, its invalidity or unenforceability
         will not affect any other 

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         provision of this Plan and the Plan will be construed and enforced as
         if such provision had not been included therein.

8.14     CAPTIONS AND HEADINGS

         The captions, heading and Table of Contents of this Plan are included
         for convenience of reference only and will not be used in interpreting
         the provisions of this Plan.


8.15     ARTICLES AND SECTIONS

         "Article" or "Articles" means an article or articles as defined in the
         Table of Contents and "Section" or "Sections" means a specific
         provision or provisions within and Article or Articles, as applicable.

8.16     WAIVER

         The Human Resource and Compensation Committee shall have the unfettered
         right and sole discretion to waive any provision of this Plan, if it
         deems such waiver to be in the best interests of the Company.


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