SAFETY-KLEEN

                           KEY MANAGER RETENTION PLAN

PURPOSE
-------
To provide a  meaningful  financial  incentive  to Key  Manager  to remain  with
Safety-Kleen  during the turnaround and  re-structuring  process.  This Plan has
been  approved  by  the  Company's  Board  of  Directors  and  confirmed  by the
Bankruptcy Court.

EFFECTIVE DATE
--------------
The Effective Date of this plan is September 8, 2000.

ELIGIBILITY
----------
Selected Key Managers of the Company whose  participation  has been specifically
approved by the Chairman & CEO and the President & COO. No individual,  group or
position type is guaranteed participation,  and every individual who is selected
to  participate   will  receive  written   confirmation   of  their   selection.
Participation  does not  guarantee  an award,  nor does it  guarantee  continued
employment with the company.

RETENTION AWARD AMOUNT
----------------------
The  Retention  Award will be equal to 30% of  Participant's  annual base salary
amount as of September 8, 2000.

RETENTION PERIOD
----------------
Except as provided under number 4 below, in order to receive an award under this
Plan,  the  participant  must  be  actively  employed  by  Safety-Kleen,  or its
subsidiaries  from the  Effective  Date of this Plan through  December 31, 2001,
which is the Retention Period.

PLAN ADMINISTRATION
-------------------
The following Rules and Policies will be used to administer the Plan:

1.       The  Retention  Award will be paid in a lump sum as soon as  practical,
         but no later than January 30, 2002.

2.       All awards are subject to tax withholding.

3.       All  participants  must be actively  employed by  Safety-Kleen,  or its
         subsidiaries  during  the  entire  Retention  Period to  receive a full
         award.

4.       In the event of death,  permanent disability,  or a termination without
         "Cause",  the  participant or the  participant's  estate will receive a
         prorated portion of the full award based upon the number of days during
         the  Retention  Period  that the  participant  was  actively  employed.
         ("Cause"  is  defined  as conduct  which  constitutes  willful or gross
         misconduct  or willful or gross  negligence in the  performance  of the
         employee's  duties for the Company;  intentional or habitual neglect of
         employee's duties for the Company; theft or misappropriation of Company
         funds; failure,  neglect or refusal to substantially perform employee's
         obligations,  including  but not limited to devoting  time,  attention,
         efforts and  energies to the  business of the Company and  adherence to
         Company  policies;   or  otherwise   breaching  the  standards  of  job
         performance established by the Company.)

5.       No  award  will be  paid  to any  participant  who  voluntarily  leaves
         Safety-Kleen during any portion of the Retention Period.

6.       No award will be paid to any  participant who is terminated for "Cause"
         during the Retention Period.

7.       Participation in this Plan replaces, and is in lieu of, the benefits of
         any other  retention plan or similar plan that the participant may have
         had with the Company.

PLAN INTERPRETATION
-------------------
In  the  event  of any  questions,  disagreements  or  disputes  concerning  the
application of the Plan's  Administrative Rules, the Retention Award amount, the
Retention Period, Plan eligibility or any other matter related to this Plan, the
Senior  Vice  President,  Administration,  Safety-Kleen  will  interpret  and/or
resolve  the  issue,  and his  decision  will be  final  and  binding.  All Plan
Participants must sign a copy of this Plan document acknowledging that they will
be  bound  by  the   Administrative   Rules  and  policies  as  a  condition  to
participation in the Plan.

<PAGE>

NON-COMPETE
-----------
In consideration of receiving the Retention Award provided by this plan, the Key
Manager agrees that for three months  following  termination of employment,  Key
Manager shall not solicit  directly or indirectly any of the customers served by
the Company or any  employees of the Company at the time of the  termination  of
his/her employment.

The terms of this agreement which deal with time period,  geographical  area and
scope  of  activities  restricted  shall  be  deemed  divisible  so  that if any
provision is determined by a court of law to be invalid or  unenforceable,  such
provisions  shall be deemed  modified so as to be valid and  enforceable  to the
full extent lawfully permitted.

CONFIDENTIALITY
---------------
As there  are a  limited  number  of these  awards  available,  you are asked to
maintain the confidentiality of this agreement.

I  acknowledge  receipt  of this  retention  plan  and  agree to all  terms  and
conditions contained herein.

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Name - print                                                    DATE

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Name - signature