SENIOR EXECUTIVE CHANGE OF CONTROL AGREEMENT


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                                TABLE OF CONTENTS

                                                                      PAGE

ARTICLE I. - PURPOSES                                                  1

ARTICLE II. - CERTAIN DEFINITIONS                                      1

ARTICLE III. - POST-CHANGE PERIOD PROTECTIONS                          4

ARTICLE IV. - TERMINATION OF EMPLOYMENT                                9

ARTICLE V. - OBLIGATIONS OF THE COMPANY UPON TERMINATION              11

ARTICLE VI. - NON-EXCLUSIVITY OF RIGHTS                               15

ARTICLE VII. - CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY             15

ARTICLE VIII. - EXPENSES AND INTEREST                                 20

ARTICLE IX. - NO SET-OFF OR MITIGATION                                21

ARTICLE X. - CONFIDENTIALITY AND NON-COMPETITION                      22

ARTICLE XI. - MISCELLANEOUS                                           24

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                                  SAFETY-KLEEN

                         SENIOR EXECUTIVE SEVERANCE PLAN


THIS PLAN dated as of September 8, 2000,  is offered by SAFETY-  KLEEN CORP.,  a
Delaware  corporation having its principal place of business in Columbia,  South
Carolina  (the  "Company"),   and  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")  to  [Letter_Name]
("Executive"), a resident of [st].

The Company,  Services and the  Executive  agree that this Plan  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 Company and Services have determined that it is in the best interests of the
Company 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 Company and Services  believe
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 the sale,  monetization or other disposition of
       all or  substantially  all of the assets of the  Company or  Services.  A
       "Plan of  Reorganization"  from  Bankruptcy and the subsequent  emergence
       from  bankruptcy  protection  alone  does not  constitute  a  "Change  of
       Control" for purposes of this  Agreement  unless that event also includes
       the disposition of all or substantially  all of the assets of the Company
       or Services.  Because such circumstances are difficult to anticipate when
       the Company is going through a major re-structuring,  the Chairman & CEO,
       with the  approval of the Board of  Directors  of the Company will make a
       good faith  determination  of when a "Change of Control" has occurred and
       will  notify  the  participants  of that  determination.  In all  matters
       concerning the  determination  of a "Change of Control",  the decision of
       the  Chairman  & CEO of the  Company  will be final  and  binding  on all
       participants of this Plan.

2.7    "Code" means the Internal Revenue Code of 1986, as amended.

2.8    "Disability" -- see Section 4.1(b).

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

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       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  as  defined  in  Section  2.6,  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 as defined in Section 2.6, 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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2.2    "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

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              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   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.


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       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 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.


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       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.

       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


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              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


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       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) 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. However, in the event of
       Executive's death following a termination event,  Executive's family will
       be eligible to continue all welfare benefits plans for the period covered
       by the Executive's original termination event.


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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  or  misdemeanor   involving   moral
              turpitude, (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:

              (1)    bad  judgment  or  gross  negligence  other  than  habitual
                     neglect of duty; or

              (2)    any act or omission reasonably 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);

       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 material diminution on or other
                     material  adverse  change in such  position,  authority  or
                     duties;

              (2)    any  material  failure by the Company or Services to comply
                     with any of the provisions of Article III;


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              (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); or

              (4)    any  other  material   adverse  change  to  the  terms  and
                     conditions of the Executive's employment;

       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.
              Following  receipt of such Notice of  Termination,  the Company or
              Services shall have a reasonable opportunity to cure. 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


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              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;

       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) if Executive has at
              least ten (10) years of service with the Company or is 55 years of
              age or older, Executive 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


                                       12
<PAGE>


              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 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


                                       13
<PAGE>

       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    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,  in the  event of  Executive's  death  during  the  Post-Change
       Period,  the Executive's family shall be entitled to receive for a period
       of two years  following the death,  benefits under the Company's  welfare
       benefit plans in effect at the time of  Executive's  death,  with all the
       same family  coverages,  co-payments and premiums amounts as other active
       executives of the Company at similar position levels to the Executive.


                                       14
<PAGE>

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


                                       15
<PAGE>

                           multiplied by

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

       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.


                                       16
<PAGE>

       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 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"


                                       17
<PAGE>

       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 Contested. 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,

              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


                                       18
<PAGE>

              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  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.


                                       19
<PAGE>

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


                                       20
<PAGE>

       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.


                                   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 NONCOMPETITION

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


                                       21
<PAGE>

       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).

              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


                                       22
<PAGE>

                     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.

10.2   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.


                                   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.


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<PAGE>

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


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<PAGE>

       certified mail, return receipt requested,  postage prepaid,  addressed as
       follows:

                              If to the Executive:
                              [Letter_Name]
                              [addr1]
                              [addr2]

                              [city],[st][postal]



                              If to the Company:

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

                              If to Services:
                              Safety-Kleen Services, Inc.
                              1301 Gervais Street, Suite 300
                              Columbia, South Carolina 29201
                              Attention:  Sr. 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.


                                       25
<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.

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

                              --------------------------------------------------
                              EXECUTIVE                                 date



                              SAFETY-KLEEN CORP.

                              By:
                                 -----------------------------------------------
                              David E. Thomas, Jr.                      date
                              Chairman / Chief Executive Officer

                              SAFETY-KLEEN CORP.

                              By:
                                ------------------------------------------------
                              Grover C. Wrenn                           date
                              President / Chief Operating Office


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