SAFETY-KLEEN

                           KEY MANAGER SEVERANCE PLAN

PURPOSE
-------
To provide  meaningful  security to Key  Managers  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.

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.

SEVERANCE AMOUNT
----------------
Two weeks of base salary and health  benefits for every year of service with the
Company  (minimum  8 weeks;  maximum 52 weeks) for  termination  by the  Company
without  "Cause"  ("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).

SEVERANCE TERMS AND CONDITIONS
------------------------------
Upon  termination,  30% of the entire  severance  amount will be paid to the Key
Manager. If the Key Manager remains unemployed after the time period 30% covers,
Key  Manager  will  return to normal  payroll  until such time as Key Manager is
employed subject to a maximum  severance and benefit payment of 52 weeks. If Key
Manager  obtains  employment 10% of any unpaid  severance will be paid in a lump
sum and healthcare benefits will cease.

OUTPLACEMENT
------------
Group outplacement benefits provided.

PLAN INTERPRETATION
-------------------
In  the  event  of any  questions,  disagreements  or  disputes  concerning  the
application  of the Plan's  Administrative  Rules,  the  Severance  Amount,  the
Severance Terms and Conditions,  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.

SETTLEMENT & RELEASE
--------------------
The Company's  Settlement  and Release  Agreement  must be executed prior to any
severance payments.

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  severance  plan  and  agree to all  terms  and
conditions contained herein.

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Name - print                                                   DATE

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Name - signature