SAFETY-KLEEN

                         SENIOR EXECUTIVE RETENTION PLAN

PURPOSE
-------
To provide a meaningful  financial incentive to Senior Executives 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  Senior  Executives  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 52.89% 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"  or by the  Senior  Executive  for "Good  Reason"  (defined  in
         Section 4.3 and 4.4 of the Change of Control  Agreement  which is being
         awarded to the Senior Executive  simultaneous with participation in the
         Retention   Plan.)  of  the   participant,   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.
5.       Except as provided  under number 4 above,  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.


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NON-COMPETE
-----------
In  consideration  of receiving the Retention  Award  provided by this plan, the
Senior Executive agrees that for six months following termination of employment,
Senior  Executive 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