SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [_]

Check the appropriate box:

[_] Preliminary proxy statement

[X] Definitive proxy statement

[_] Definitive additional materials

[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

SAFETY-KLEEN CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2).

[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or shedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------

(3) Filing party:

- --------------------------------------------------------------------------------

(4) Date filed:

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LOGO

March 25, 1994
Dear Shareholder:

Our directors and officers join me in extending a cordial invitation to
attend the 1994 annual meeting of shareholders to be held at 10:00 A.M. on
Friday, May 13, 1994 at The Westin Hotel O'Hare, 6100 River Road, Rosemont,
Illinois 60018.

In addition to the election of three directors, we shall also report to you
on the business and affairs of the Company.

Our Annual Report, including financial statements for the fiscal year 1993,
is being mailed with this letter.

Whether you plan to attend or not, we urge you to sign, date and return the
enclosed proxy so as many shares as possible may be represented at the meeting.
The vote of every shareholder is important and your cooperation in returning
your executed proxy promptly will be appreciated.

The continuing interest of the shareholders in the business of the Company is
gratefully acknowledged and we hope many will attend the meeting.
Sincerely,
LOGO
Donald W. Brinckman
Chairman and Chief Executive
Officer

LOGO
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 1994

The 1994 annual meeting of shareholders of Safety-Kleen Corp. ("Safety-Kleen"
or the "Company") will be held at The Westin Hotel O'Hare, 6100 River Road,
Rosemont, Illinois 60018, at 10:00 A.M., Chicago time, on Friday, May 13, 1994
for the following purposes:

1. To elect three persons to Safety-Kleen's Board of Directors to serve
three-year terms and until their successors are elected and qualified. The
Board of Directors recommends that shareholders vote FOR the three
incumbent directors nominated by the Board.

2. To transact such other business as may properly come before the
meeting.

A Proxy Statement containing information regarding the above appears on the
following pages.

Shareholders of record as of the close of business on March 10, 1994 are
entitled to receive notice of and to vote at the annual meeting.

We hope you can attend the meeting in person. However, even if you plan to do
so, WE URGE THAT YOU MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT
PROMPTLY to Safety-Kleen so that we may be assured of a quorum to transact
business. The proxy is revocable, and, accordingly, your prompt return to
Safety-Kleen of the enclosed proxy form will not affect your right to vote in
person at the meeting if you desire to do so.
By Order of the Board of Directors

Robert W. Willmschen, Jr.
Secretary

March 25, 1994
Elgin, Illinois

YOUR VOTE IS IMPORTANT
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.

LOGO

----------------

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 1994

This Proxy Statement was mailed on or about March 25, 1994 to shareholders of
Safety-Kleen Corp. ("Safety-Kleen" or the "Company") in connection with the
solicitation of proxies by Safety-Kleen's Board of Directors (the "Board of
Directors" or "Board") to be used at the 1994 annual meeting of Safety-Kleen's
shareholders and any adjournments thereof. The meeting will be held on Friday,
May 13, 1994, at 10:00 A.M., Chicago time, at The Westin Hotel O'Hare, 6100
River Road, Rosemont, Illinois 60018.

PROXIES

The accompanying proxy is solicited on behalf of the Board of Directors. The
cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, officers and regular employees of the Company may solicit
proxies by telephone, telegraph or in person without extra compensation.

Proxies in the accompanying form, properly executed and received by Safety-
Kleen's Secretary prior to the meeting and not revoked, will be voted as
directed thereon or, in the absence of such direction, will be voted as
follows: (i) FOR the election to the Board of Directors of the three persons
nominated by the Board; and (ii) in accordance with the judgment of the persons
acting under the proxies with respect to any other matters that may come before
the meeting. Any such proxy may be revoked by the person or persons giving it
at any time before it has been voted by giving written notice of such
revocation to Safety-Kleen's Secretary, by submitting prior to the vote a
subsequently dated proxy or by attending the meeting and voting in person.
Attendance at the meeting by a shareholder will not in itself revoke a
previously delivered proxy.

RECORD DATE, SHARES OUTSTANDING AND VOTING

Shareholders of record as of the close of business on March 10, 1994 are
entitled to vote at the annual meeting. On March 10, 1994, 57,683,756 shares of
Safety-Kleen's common stock, par value $.10 per share (the "Common Stock"),
were outstanding and are entitled to be voted at the annual meeting. Each share
of Common Stock entitles the holder to one vote on each matter to be acted on.
A majority of the Common Stock outstanding on the record date will constitute a
quorum for the transaction of business at the annual meeting, but if a quorum
should not be present, the meeting may be adjourned from time to time until a
quorum is obtained. Pursuant to the Company's Bylaws, abstentions are treated
as present and entitled to vote and thus have the effect of a vote against a
matter. The Company will treat broker non-votes as present for purposes of
establishing a quorum.

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the Common Stock ownership as of March 1, 1994
of (i) shareholders who, to the knowledge of the Company, owned beneficially
more than 5% of the outstanding shares of Common Stock; (ii) each of the
Company's directors; (iii) each named executive officer and (iv) the Company's
directors and executive officers as a group.

NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
NAME OWNED(1) COMMON STOCK(2)
---- ---------------- ---------------

FIVE PERCENT SHAREHOLDERS
EMERY FAMILY GROUP
- ------------------
Joan Emery Lammers
1801 Seminary St., Alton, IL 62002.......... 2,055,981(3) 3.56%
William H. Emery II
11388 SW Riverwoods Rd., Portland, OR 97219. 1,684,267 2.92%
Lucy T. Otzen
ORC Box 472, 8 Card Sound Pt. Rd., N. Key
Largo, FL 33037............................. 1,465,581(4) 2.54%
Edward W. Emery, Jr.
Route 18, Box 13, Bedford, IN 47421......... 130,571(5) .23%
--------- ----
Emery Family Group Total................... 5,336,400(6) 9.25%
========= ====
Merrill Lynch & Co., Inc.
World Financial Center, North Tower, New
York, NY 10281............................... 4,160,831 7.21%
DIRECTORS AND NAMED EXECUTIVE OFFICERS
Kenneth L. Block............................. 27,577(7) *
Donald W. Brinckman.......................... 823,966(8) 1.41%
Joseph Chalhoub.............................. 319,850(9) *
David A. Dattilo............................. 71,260(10) *
Richard T. Farmer............................ 31,500(6) *
Russell A. Gwillim........................... 199,147(11) *
Edgar D. Jannotta............................ 56,250(6) *
John G. Johnson, Jr.......................... 7,600(12) *
Karl G. Otzen................................ 1,469,331(4) 2.55%
Paul D. Schrage.............................. 19,930(6) *
Robert W. Willmschen......................... 99,348(13) *
W. Gordon Wood............................... 81,145(6) *
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A
GROUP
(22 individuals)............................. 3,950,674(14) 6.73%

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* Denotes less than one percent of shares outstanding.
(1) Under regulations of the Securities and Exchange Commission, persons who
own or have the power to vote or dispose of shares, either alone or jointly
with others, are deemed to be the beneficial owners of such shares. Such
persons are also deemed to be the beneficial owners of shares beneficially
owned by certain close family members.
(2) Shares subject to options exercisable within 60 days of March 1, 1994 are
considered outstanding for the purpose of determining the percent of the
class held by the holder of such option, but not for the purpose of
computing the percentage held by others.
(3) The shares shown for Joan Emery Lammers include 683,760 shares contributed
by or on behalf of Mrs. Lammers in December 1992 to Circle L Enterprises
L.P. (the "Circle L Limited Partnership"). See Note (4).
(4) Karl G. Otzen and Lucy T. Otzen (the "Otzens") are husband and wife. For
purposes of this table, each is deemed to own shares owned by the other,
and accordingly the same shares are shown opposite each of their names. In
December 1992, the Otzens caused 683,760 of the shares shown opposite each
of their names to be contributed to the Circle L Limited Partnership cited
in footnote (3). The general partner which controls the Partnership is a
corporation in which each of Karl G. Otzen, Lucy T. Otzen, Joan Emery
Lammers and her husband (the "Lammers") each owns 25% of the voting stock
and each occupies one of the four positions on the Board of

Directors. Because the Otzens and Lammers share voting power over all of
the shares held by the Partnership, each of them may be deemed to "own" all
shares in the Partnership under the criteria governing this table. To
enhance clarity of presentation, however, the shares contributed to the
Partnership by Joan Emery Lammers are shown only opposite her name in the
table and the shares contributed by the Otzens are shown only opposite
their respective names. The shares shown opposite the Otzens' names also
include: 757,721 shares owned by trusts of which the Otzens are co-
trustees, 9,100 shares owned by a trust of which The Northern Trust Company
and Harris Wilder are co-trustees and 18,750 shares subject to options
exercisable by Karl G. Otzen within 60 days of March 1, 1994.
(5) All shares are owned by a trust of which The Northern Trust Company is
trustee.
(6) Includes 18,750 shares subject to options exercisable within 60 days of
March 1, 1994.
(7) Includes 13,750 shares subject to options exercisable within 60 days of
March 1, 1994.
(8) Includes 73 shares owned by his wife and 305,960 shares subject to options
exercisable within 60 days of March 1, 1994.
(9) Includes 291,900 shares owned by Breslube Industries, Ltd. of which 100% is
owned by Mr. Chalhoub. Also included are 75 shares owned by his son and
27,875 shares subject to options exercisable within 60 days of March 1,
1994.
(10) Includes 39,915 shares subject to options exercisable within 60 days of
March 1, 1994.
(11) Includes 30,223 shares owned by his wife and 18,750 shares subject to
options exercisable within 60 days of March 1, 1994. Mr. Gwillim is also a
co-trustee for 183,307 shares held in an irrevocable trust for which he
has no beneficial ownership; such shares are not included in the table.
Mr. Gwillim's Form 5 annual report of transactions in Safety-Kleen stock
was due on February 15, 1994 but the filing was inadvertently delayed
until March 22, 1994. Only one transaction was shown in the report and it
is exempt from Section 16b under the Securities Exchange Act of 1934.
(12) Includes 700 shares owned by his wife and 5,200 shares subject to options
exercisable within 60 days of March 1, 1994.
(13) Includes 50,419 shares subject to options exercisable within 60 days of
March 1, 1994.
(14) Includes 1,018,463 shares subject to options exercisable within 60 days of
March 1, 1994.

PROPOSAL 1: ELECTION OF DIRECTORS

The Company's eight directors are divided into three classes with two
directors elected for a term expiring at the 1996 annual meeting, three
directors elected for a term expiring at the 1995 annual meeting and three
directors elected for a term expiring at the 1994 annual meeting. One class of
directors is elected each year for a three-year term. The terms of Messrs.
Farmer and Schrage expire at the 1994 annual meeting and they are nominated for
re-election to serve three-year terms expiring in 1997 and until their
successors are chosen and have qualified. Mr. Johnson, who was appointed
President and director by the Board of Directors in May of 1993, is also
nominated to serve a three-year term in the Class of 1997 with Messrs. Farmer
and Schrage. Directors will be elected at the annual meeting by a plurality of
the votes cast at the meeting by the holders of shares entitled to vote in the
election represented in person or by proxy. If any of the nominees should be
unable or unwilling to serve as a director, an event that is not anticipated,
the proxies will be voted for substitute nominees designated by the Board of
Directors. There is no cumulative voting as to any manner, including the
election of directors. The following sets forth information as to each of the
nominees for election at the meeting and each director continuing in office.

The Board of Directors recommends that shareholders vote FOR Proposal 1.
Proxies solicited by the Board of Directors will be so voted unless
shareholders specify in their proxies a contrary choice.

CLASS OF 1997: (NOMINEES)
Director since 1986
RICHARD T. FARMER Age 59

Mr. Farmer has been Chairman and Chief Executive Officer of Cintas
Corporation, a uniform manufacturer and supplier, since 1968, and has been
employed by that company since 1957. Mr. Farmer is also a director of Cintas
Corporation, Cincinnati, Ohio and Fifth Third Bancorp, Cincinnati, Ohio. Mr.
Farmer is Chairman of the Nominating Committee.

Director since 1993
JOHN G. JOHNSON, JR. Age 53

Mr. Johnson joined the Company in January, 1993, as Assistant to the
Chairman/CEO and was appointed President and director in May 1993. Prior to
joining the Company, he served as Senior Vice President since 1985 and Director
of ARCO Chemical Company and President of ARCO Chemical Americas, a division of
ARCO Chemical Company, since 1987.

Director since 1981
PAUL D. SCHRAGE Age 59

Mr. Schrage has been Senior Executive Vice President and Chief Marketing
Officer of McDonald's Corporation, a restaurant franchisor and operator, since
1984 and has been employed by that company since 1967. He is also a director of
McDonald's Corporation, Oak Brook, Illinois. Mr. Schrage is a member of the
Audit and Nominating Committees.

CLASS OF 1996:
Director since 1968
DONALD W. BRINCKMAN Age 63

Mr. Brinckman has been Chief Executive Officer of the Company since 1968. He
served as President of the Company from 1968 to August 1990, when he was
appointed Chairman of the Company's Board of Directors. On December 18, 1991,
Mr. Brinckman was elected to resume the responsibility of President upon the
death of Joseph F. Knott and served as President from December 1991 until May
1993. He is also a director of Johnson Worldwide Associates, Inc., Racine,
Wisconsin; Paychex, Inc., Rochester, New York and Snap-on Tools Corporation,
Kenosha, Wisconsin. Mr. Brinckman is Chairman of the Executive Committee.

Director since 1968
W. GORDON WOOD Age 68

Mr. Wood was Vice President of the Company from 1968 until he retired on
March 31, 1985. Mr. Wood is a member of the Audit Committee.

CLASS OF 1995:
Director since 1968
RUSSELL A. GWILLIM Age 71

Mr. Gwillim was employed by Chicago Rawhide Manufacturing Company, an oil
seals manufacturer, from 1948 until his retirement in 1984. He served as its
President and Chief Executive Officer from 1969 until his retirement. Mr.
Gwillim was named Chairman Emeritus in August, 1990. Prior thereto he was
Chairman of the Board of Directors of the Company since 1968. Mr. Gwillim is
the Chairman of the Compensation Committee and a member of the Executive
Committee.

Director since 1979
EDGAR D. JANNOTTA Age 62

Mr. Jannotta has been Managing Partner of William Blair & Company, an
investment banking firm, since 1977, and has been employed by that company
since 1959. He is also a director of AAR Corp., Elk Grove Village, Illinois;
Bandag, Incorporated, Muscatine, Iowa; Molex Incorporated, Lisle, Illinois; New
York Stock Exchange, Inc., New York, New York and Oil-Dri Corporation of
America, Chicago, Illinois. Mr. Jannotta is a member of the Compensation
Committee and the Executive Committee.

Director since 1984
KARL G. OTZEN Age 52

Mr. Otzen has been President of Gerhard & Company, a product development
consulting firm, since June 1, 1984. He is also Chairman of Gerhard-Sorenson
Company, a consumer products design and manufacturing firm. Prior thereto he
had been employed by Safety-Kleen since 1968 and had managed the product
development activities since 1969. Mr. Otzen is Chairman of the Audit Committee
and a member of the Nominating Committee.

DIRECTORS' COMMITTEES, MEETINGS AND COMPENSATION

The Board of Directors has, pursuant to its powers, designated Compensation,
Audit, Executive and Nominating Committees of the Board. The committee members
have been identified above. The primary functions of the Compensation Committee
are to act on behalf of the Board of Directors in connection with the
administration of the Company's Management Incentive Plan and the Company's
stock option plans, to determine compensation of all officers of the Company
and to approve salary grades of certain management positions. The Compensation
Committee met twice in 1993. The primary functions of the Audit Committee are
to recommend to the Board of Directors the selection of independent auditors;
to review the scope of the independent auditor's examination; to review with
the independent auditors the results of their audits; to review with the
independent auditors, the Company's internal auditors and certain officers of
the Company the adequacy of internal controls; and to perform such other duties
as shall from time to time be delegated to the Audit Committee by the Board.
The Audit Committee met three times in 1993. The primary function of the
Executive Committee is to exercise the powers of the full Board of Directors
with respect to the management of the Company's business where it would be
impractical to either convene a special meeting of the full Board of Directors
to deal with any matter or delay action until the next regular meeting of the
Board of Directors. The Executive Committee met once during 1993. The primary
function of the Nominating Committee is to identify and propose to the full
Board nominees, brought to its attention by directors and officers, to fill
vacancies on the Board as they occur. While the Nominating Committee will
consider nominations by shareholders, no formal procedures have been
established for doing so. The Nominating Committee did not meet in 1993.

In 1993, the Board of Directors met six times. Directors who are employees of
the Company receive no additional compensation for their services as directors.
In 1993, directors who were not officers received retainer fees of $9,000,
which represented payment for the first three quarters of 1993. The directors
elected to forego payment of their fourth quarter retainer fees in response to
the Company's dissappointing results in 1993. The directors also received
$2,000 for each Board or committee meeting attended, and were reimbursed for
travel and other expenses related to attendance at Board and committee
meetings. During 1993, each incumbent director, except for Mr. Schrage,
attended at least 75% of the meetings of the Board and each Board committee of
which such director was a member. Mr. Schrage attended four of the six Board
meetings and two of the three Audit Committee meetings in 1993.

In February 1988, a non qualified stock option plan for outside directors
(the "Directors' Plan") was adopted and approved by the shareholders at the
1988 annual meeting of shareholders. The Directors' Plan allows eligible
directors of the Company to purchase up to an aggregate of 300,000 shares of
Common Stock at a price equal to the fair market value of the Common Stock on
the date options are granted. Only directors who are not employees of the
Company are eligible to participate in the Directors' Plan. Eligible directors
were granted options to purchase 15,000 shares of the Company's Common Stock
pursuant to the Directors' Plan on February 5, 1988 at an option price of
$19.416 per share. Under the Directors' Plan, any new outside director elected
or appointed after February 5, 1988, will be granted an option to purchase
15,000 shares of the Company's Common Stock upon becoming a director. The
Directors' Plan also provides for the automatic grant of a second option to
purchase 15,000 shares to each outside director on the fifth anniversary of the
initial grant of options to such director, but only if such director is still
serving on the Board at that time. As a result of such provision, a second
grant was made on February 5, 1993 to the seven eligible directors. Options are
exercisable 25 percent annually, on a cumulative basis, starting one year from
date of grant and expire ten years from date of grant.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table shows the aggregate cash compensation paid or accrued by
Safety-Kleen and its subsidiaries for each of the last three fiscal years
awarded to or earned by the Chief Executive Officer of the Company and the four
other most highly compensated executive officers of the Company (the "named
executive officers").

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMP.
-------------------- -----------
AWARDS
-----------
SECURITIES
UNDERLYING ALL OTHER
NAME AND OPTION/SARS COMPENSATION
PRINCIPAL POSITION YEAR SALARY BONUS(1) (#)(3) (4)
------------------ ---- --------- -------- ----------- ------------

Donald W. Brinckman 1993 $ 434,462 $ 0 50,100 $ 0
Chairman and CEO 1992 404,109 190,021 26,400 424
1991 367,318 168,750 26,475 3,990
John G. Johnson, Jr. 1993 247,183 125,000(2) 34,450 0
President and COO
David A. Dattilo 1993 197,884 17,913 16,950 0
Senior Vice President 1992 191,568 53,597 9,000 424
1991 181,617 37,987 9,900 3,990
Joseph Chalhoub 1993 171,099 0 16,650 4,173
Senior Vice President 1992 173,269 79,125 8,800 3,895
1991 154,055 67,640 7,500 3,804
Robert W. Willmschen,
Jr. 1993 167,853 0 16,700 0
Senior Vice President 1992 160,366 80,652 8,650 424
1991 140,835 71,550 9,675 3,814

- --------
(1) The bonus amounts are primarily amounts payable pursuant to the Company's
Management Incentive Plan described under the caption "Compensation
Committee Report". No bonus was paid under the Management Incentive Plan in
1994 for 1993. The bonus amount of $17,913 for Mr. Dattilo is a bonus
related to sales performance.
(2) Mr. Johnson received a one time payment related to his joining the Company
in 1993.
(3) Options to acquire shares of the Company's Common Stock.
(4) The compensation reported represents Company contributions to the Savings
and Investment Plan, a defined contribution plan, made for Messrs.
Brinckman, Dattilo and Willmschen. No contributions were made to the
Savings & Investment Plan in 1994 for 1993. The compensation for Mr.
Chalhoub represents Company contributions to a defined contribution plan
administered by Safety-Kleen Canada, Inc.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table provides information related to options/SARs granted to
the named executive officers during fiscal 1993.

POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE
INDIVIDUAL GRANTS APPRECIATION FOR OPTION TERM
----------------------------------------------- -----------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS EXERCISE
OPTIONS/SARS GRANTED TO OR BASE
GRANTED EMPLOYEES PRICE EXPIRATION
NAME (#)(1) IN FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
---- ------------ -------------- -------- ---------- -----------------------------

Donald W. Brinckman..... 31,950 5.1% $24.00 02-05-03 $ 482,236 $ 1,222,082
18,150 2.9% 13.50 11-12-03 154,095 390,507
John G.
Johnson, Jr............ 20,800 3.3% 24.00 02-05-03 313,944 795,596
4,200 0.7% 17.38 07-02-03 45,894 116,303
9,450 1.5% 13.50 11-12-03 80,231 203,322
David A. Dattilo........ 11,100 1.8% 24.00 02-05-03 167,538 424,573
5,850 0.9% 13.50 11-12-03 49,667 125,866
Joseph Chalhoub......... 10,800 1.7% 24.00 02-05-03 163,009 413,098
5,850 0.9% 13.50 11-12-03 49,667 125,866
Robert W.
Willmschen, Jr......... 10,850 1.7% 24.00 02-05-03 163,764 415,011
5,850 0.9% 13.50 11-12-03 49,667 125,866
Shareholders(3)......... N/A N/A N/A N/A 870,447,878 2,206,403,667

- --------
(1) All options are non qualified, expire 10 years from date of grant, were
issued at fair market value on date of grant and vest at the rate of 25%
per year beginning 1 year from grant date. Options granted to executive
officers have a tandem limited stock appreciation right (LSAR) which
entitles the officer to elect to receive a "Change of Control Value" (as
described in the 1993 Stock Option Plan) of the option in cash in the event
a Change of Control occurs. The option exercise price and tax withholding
obligations related to exercise may be paid in cash or by delivery of
shares of Common Stock owned by the executive officer.
(2) The potential realizable value portion of the foregoing table illustrates
the gain that might be realized upon the exercise of the options
immediately prior to the expiration of their term, assuming the specified
compounded rates of appreciation of the Company's Common Stock over the
term of the option. Actual gains, if any, on the stock option exercises are
dependent on the future performance of the Common Stock, overall market
conditions, as well as the option holders' continued employment through the
vesting period. The amounts reflected in this table may not necessarily be
achieved.
(3) With respect to shareholders, the potential realizable value illustrates
the gain that might be realized on the 57,683,756 shares of Common Stock
issued and outstanding as of year end, assuming the specified compounded
rates of appreciation of the Company's Common Stock over the term of the
options. The value is calculated based on the Exercise or Base Price of the
primary option grant on February 5, 1993 of $24.00 per share.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table provides information related to options exercised by the
named executive officers during fiscal year 1993 and the number and value of
options held at fiscal year end.

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED,
OPTIONS/SARS AT FISCAL IN-THE-MONEY OPTIONS AT
SHARES YEAR END (#) FISCAL YEAR END($)*
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------

Donald W. Brinckman....... 0 $0 277,816 90,076 $0 $49,913
John G. Johnson, Jr....... 0 0 0 34,450 0 25,988
David A. Dattilo.......... 0 0 29,677 31,388 0 16,088
Joseph Chalhoub........... 0 0 19,150 28,950 0 16,088
Robert W. Willmschen, Jr.. 0 0 40,462 30,689 0 16,088

- --------
* Represents the difference between the aggregate exercise price and the
closing price of the Common Stock on December 31, 1993 ($16.25).

PENSION PLAN

The Safety-Kleen Pension Plan for Salaried Employees (the "Pension Plan")
provides retirement benefits for life for salaried employees, including
executive officers, of the Company and its participating subsidiaries. Pensions
are based on final pay, which is defined as the average annual earnings
(including commissions and incentive compensation) for the five consecutive
years which yield the highest average. For the named executive officers,
covered compensation is substantially the same as the sum of the Salary Bonus
columns for 1993 on the Summary Compensation Table. The pensions are payable
monthly commencing the first calendar month after retirement.

Under the Safety-Kleen Corp. Excess Benefit Plan (the "Excess Benefit Plan"),
executive officers are entitled to the difference between the benefits actually
paid to them under the Pension Plan and the benefits which they would have
received under the Pension Plan were it not for certain restrictions imposed
under the Internal Revenue Code of 1986, as amended (the "Code"), relating to
the amount of benefits payable under the Pension Plan and the amount of annual
compensation which may be taken into account in determining benefits under the
Pension Plan.

The following table reflects annual pension benefits commencing at age 65
based upon assumed final pay amounts and years of credited service:

ESTIMATED ANNUAL PENSION BASED UPON
INDICATED YEARS OF CREDITED SERVICE FOR THE
PENSION PLAN AND THE EXCESS BENEFIT PLAN

ASSUMED
AVERAGE
ANNUAL
FINAL 10 15 20 25 30 35
PAY YEARS YEARS YEARS YEARS YEARS YEARS
------- ----- ----- ----- ----- ----- -----

$150,000 $24,599 $ 36,898 $ 49,198 $ 61,497 $ 73,797 $ 74,007
200,000 32,934 49,401 65,868 82,335 98,802 99,012
250,000 41,269 61,903 82,538 103,172 123,807 124,017
300,000 49,604 74,406 99,208 124,010 148,812 149,022
350,000 57,939 86,908 115,878 144,847 173,817 174,027
400,000 66,274 99,411 132,548 165,685 198,822 199,032
450,000 74,609 111,913 149,218 186,522 223,827 224,037
500,000 82,944 124,416 165,888 207,360 248,832 249,042
550,000 91,279 136,918 182,558 228,197 273,837 274,047
600,000 99,614 149,421 199,228 249,035 298,842 299,052

The amounts shown above are computed on straight-life annuity amounts and are
not subject to deduction for Social Security benefits or other offset amounts.
The amounts are assumed payable

under the Pension Plan option providing lifetime benefits for the employee
only, and would be reduced if the retiree elected a surviving spouse's pension.
Messrs. Brinckman, Johnson, Dattilo and Willmschen had 34 years, 1 year, 26
years, and 15 years, respectively, of credited service under the Pension Plan
as of December 31, 1993.

Mr. Chalhoub is covered by a defined contribution plan administered by
Safety-Kleen Canada, Inc. which makes a matching contribution to the plan.
These amounts are included in the Summary Compensation Table.

EMPLOYMENT CONTRACTS AND SEVERANCE ARRANGEMENTS

Mr. Brinckman has an employment contract with the Company which became
effective as of February 5, 1988, and initially covered the period through
December 31, 1992. The contract is automatically extended for additional five-
year periods commencing at the end of the second calendar year of the initial
or subsequent five-year term unless, at the option of either party, notice of
termination is given at the end of the second calendar year in the five-year
period. The term of the contract has been extended for a five-year period
ending December 31, 1996. The contract provides for a minimum base salary of
$280,000 (or such higher amount as the Board may determine) annually and for
benefits under the Management Incentive Plan, as currently in existence or, if
higher, as amended, or equivalent benefits in the event of termination of that
Plan.

Mr. Brinckman's contract provides for various payments upon termination of
his employment, depending upon the reason for the termination. If Mr.
Brinckman's employment terminates during the term of the contract for any
reason other than because of his voluntary termination (as defined in the
contract), death, disability or a discharge for cause (as defined in the
contract), Mr. Brinckman will be entitled to a lump sum severance payment equal
to three times his annual salary at the time of termination plus three times
the greater of (i) the bonus he received for the previous year and (ii) the
maximum bonus to which he could be entitled for the year in which the
termination occurs. If Mr. Brinckman's employment is terminated because of his
death or disability before age 65, the contract provides that the Company is to
make 120 monthly payments of $4,167 to Mr. Brinckman or his estate. If Mr.
Brinckman's employment terminates for any reason other than a discharge for
cause, the contract provides that in addition to any other payments to which he
may be entitled under the contract, Mr. Brinckman is entitled to receive a lump
sum payment upon his termination equal to the present value of a monthly
benefit commencing at age 65 and payable for life which is equal to 50% of his
highest average monthly compensation over any 60 consecutive month period,
reduced by his accrued benefits under the Pension Plan (calculated on the basis
of a single life annuity commencing at age 65), and further reduced by his
Social Security benefits which are then payable. Finally, in the event Mr.
Brinckman's employment terminates for any reason other than his voluntary
termination or a discharge for cause, the contract requires the Company to
offer to purchase, at fair market value as of the day prior to termination or
death, as applicable, the shares of Company stock owned by him at his
termination (or, in the event of his death, shares later acquired by his
executor or trustee upon exercise of any stock options held by Mr. Brinckman
upon his death); provided that the Company's obligation in this regard is
limited to $5,000,000.

Mr. Brinckman's contract provides that the lump sum severance benefit will be
reduced if such benefit and any other amounts payable to Mr. Brinckman other
than payments attributable to options granted him under the Company's stock
option plans, constitute "excess parachute payments" under federal tax law. The
contract also provides that the Company will reimburse Mr. Brinckman for any
additional income taxes (including excise taxes) he incurs as a result of
payments upon termination, including payments attributable to options, being
treated as excess parachute payments under federal income tax law.

The Company entered into an employment agreement with Mr. Johnson in
connection with his acceptance of employment with the Company in January, 1993.
Pursuant to that agreement, the

Company agreed to provide Mr. Johnson with salary continuation and benefits
under the Management Incentive Plan for a 12 month period, if Mr. Johnson's
employment is terminated by the Company for any reason during the period
between January 18, 1993 and January 17, 1995 and for a six month period should
such termination occur between January 18, 1995 and January 17, 1996.

The Company has entered into agreements with twenty-two of its officers and
other vice presidents, including the named executive officers, providing for
the payment of certain severance benefits in the event of termination for
reasons other than a voluntary termination or discharge for cause (as both
terms are defined in such contracts) within three years after a change in
control of the Company (which is generally defined as the purchase by any
person or group of persons of more than 20% of the issued and outstanding
Common Stock, a change in the majority of the members of the Board over a 24-
month period, or certain corporate reorganizations). Benefits under these
contracts include the payment of a lump sum severance benefit equal to three
times the executive's annual salary at the time of termination (or if greater,
at the time of the change in control), plus three times the greater of (i) the
bonus he received for the previous year or (ii) the maximum bonus to which he
could be entitled for the year in which the termination occurs. In addition,
Mr. Johnson's severance agreement provides that if the Company terminates Mr.
Johnson for reasons other than gross misconduct before January 17, 1996, in
addition to the separation payments, described above, the Company will (i)
recommend to the Board that the vesting of any stock options granted prior to
the date of termination be accelerated, (ii) pay for one move to the East Coast
according to the Company Moving Policy in place at the time and (iii) provide
executive outplacement services to Mr. Johnson.

Each of the severance agreements provides for a reduction of payments due
under such agreement, to the extent that such payments, together with all other
amounts payable to the executive other than payments attributable to options
granted him under the Company's stock option plans, constitute "excess
parachute payments" under federal tax law. The contract also provides that the
Company will reimburse the executive for any additional income taxes (including
excise taxes) he incurs as a result of payments upon termination (including
payments attributable to options) being treated as excess parachute payments
under federal income tax law.

COMPENSATION COMMITTEE REPORT

Pursuant to the rules regarding disclosure of Company policies concerning
executive compensation, this report is submitted by Messrs. Block, Gwillim, and
Jannotta in their capacity as the Board's Compensation Committee and addresses
the Company's compensation policies for 1993 as they affected Mr. Brinckman,
the Chief Executive Officer (the "CEO"), and the Company's other executive
officers, including the named executive officers.

Overview of Executive Compensation Policy. The Company's compensation
philosophy is incentive oriented, particularly for executive officers. The
variable or incentive portion of the executive compensation program is designed
to be closely linked to corporate performance and returns to shareholders.
Accordingly, the Company has developed an overall compensation strategy and
specific compensation plans that tie a significant portion of executive
compensation to the Company's success in meeting specified performance goals
and to appreciation in the Company's stock price. The overall objectives of
this strategy are to motivate Mr. Brinckman and the executive officers to
achieve the goals inherent in the Company's business strategy, to link
executive and shareholder interests through equity based plans, and finally, to
provide a compensation package that recognizes individual contributions, as
well as overall business results.

The Compensation Committee receives the recommendations of the CEO for the
compensation to be paid the executive officers, including the named executive
officers, and after due deliberations determines the compensation of such
executive officers and the CEO. This process is designed to ensure consistency
throughout the executive compensation program.

The key elements of the Company's executive compensation program consist of
salary, annual bonus, and stock options. The Compensation Committee's policies
with respect to each of these elements, including the basis for the
compensation awarded to the CEO, are discussed below. In addition, while the
elements of compensation described below are considered separately, the
Compensation Committee takes into account the full compensation package
provided by the Company to the individual, including pension benefits,
supplemental retirement benefits, severance plans, insurance and other
benefits. The Compensation Committee does not believe that IRC Section 162(m)
is likely to be applicable to the Company in the near future, but will
reconsider the implications of IRC Section 162(m) if and when it appears that
the section may become applicable.

Salaries. Salaries for executive officers are determined by (i) subjectively
evaluating the responsibilities of the position held and the experience and
performance of the individual and (ii) comparing base salaries for comparable
positions at comparable companies. The comparable companies used for salary
purposes are not the same companies that comprise the peer group index in the
Stock Performance Graph on page 13, because the Compensation Committee believes
that the Company's competitors for executive talent are not generally the
companies included in that index. For salary purposes, comparable companies are
approximately 60 companies, surveyed by an outside consulting firm, whose
sales, assets, shareholders' equity, net income, return on equity, and total
number of employees are similar to those of the Company. The Compensation
Committee has established a practice of fixing salaries for executive officers
at levels somewhat below the competitive amounts paid to executive officers
holding comparable positions at comparable companies.

With respect to Mr. Brinckman's base salary, he and the Company entered into
an employment contract in February 1988, covering the terms of his employment
until December 31, 1992. That contract has subsequently been extended to
December 31, 1996 and provides for a minimum salary, or larger amount as may be
fixed from time to time by the Board. In increasing the amount of the CEO's
salary in February 1993 by 10 percent, the Compensation Committee took into
account a comparison of base salaries of chief executive officers of the
comparable companies, and determined based upon such comparison, that his
salary was below median and competitive salaries. The Compensation Committee
also took into account the longevity of his service to the Company,
entrepreneurial leadership, and experience in leading a direct sales and
service organization.

Annual Bonus. The Company's executive officers are eligible for an annual
cash bonus under the Company's Management Incentive Plan (the "Plan"). The
purpose of the Plan is to supplement through an incentive bonus the pay for
executive officers (and other key management personnel) so that overall total
cash compensation (salary and bonus) is externally competitive, internally
equitable, and properly rewards Plan participants for their efforts in
achieving certain return on equity goals. The Senior Vice President of Sales,
who is a named executive officer, is also eligible for a bonus based on annual
Company sales. The Company objective is for the CEO and executive officers to
be paid a mix of total cash compensation of approximately 60 percent salary and
40 percent annual bonus, if the target goal under the Plan is achieved.

Each year, the return on beginning-of-year equity ("ROE") for each firm
comprising the Standard & Poor's 500 is calculated and arranged in descending
ROE order (from the 99th percentile on down) for the four consecutive calendar
quarters ending with the third quarter for that year. Each percentile is also
matched with its corresponding ROE. If the Company's ROE, as defined in the
Plan, for the year is less than the ROE level, of the specified, predetermined
percentile, then no bonus is paid. If, however, the Company's ROE equals the
minimum ROE level, then a formula incentive bonus pool of 1 percent of
consolidated pretax earnings, as defined in the Plan, is created. The size of
the formula bonus pool increases on a graduated basis to a maximum of 5 percent
of consolidated pretax earnings if the maximum ROE level is attained.

At the beginning of each year, the Compensation Committee reviews and approves
the list of Plan participants and the percentage share of the formula pool for
each participant (other than the CEO).

In addition to a share of the formula pool, each Plan participant is also
eligible for a discretionary bonus not to exceed 50 percent of his or her share
of the formula pool. Thus, the aggregate maximum annual bonus payments would be
7.50 percent of pretax earnings, although the Compensation Committee has never
awarded each Plan participant the maximum discretionary bonus nor has the
entire formula pool been allocated to participants. After the Company has
received its audited year-end financial statements and the size of the formula
bonus pool has been determined, the Compensation Committee approves the
recommended discretionary bonuses. The Plan also provides for the Board of
Directors to make a determination, notwithstanding the other Plan provisions,
regarding the amount of the bonus pool and the awards to be paid to individual
participants. This provision permits the Board of Directors to make whatever
changes it deems necessary to preserve the purposes and objectives of the Plan.

For 1993, the Company's ROE was less than the minimum, predetermined Plan ROE
level. Consequently, no formula or discretionary bonuses were earned under the
Plan.

The CEO's annual bonus is determined in accordance with his employment
agreement. That agreement provides for an annual bonus payment not less than a
specified fixed share of the formula bonus pool and an additional bonus amount
based on increases in Company consolidated net income. No bonus was earned by
the CEO for 1993 under his employment agreement.

Stock Options. The long-term incentive component of the CEO's and the
executive officer's 1993 compensation was stock options. Stock option grants
under the 1985 and 1993 Stock Option Plans, which were approved by
shareholders, are designed to align the long-term interests of the Company's
executives and its shareholders and assist in the retention of executives.
Stock options are granted with an exercise price equal to the market price on
the date of grant. The Company's practice is to award options at the beginning
of each year and vest such options at the rate of 25 percent per year beginning
at the one-year anniversary of the grant. This approach is designed to create
shareholder value over the long-term because the full benefit of the options
cannot be realized unless stock price appreciation occurs over a number of
years.

In February 1993, the Compensation Committee granted non-qualified stock
options under the 1985 Plan to all executive officers, as well as certain other
employees. The grants made to each executive officer, including the CEO, were
based on each executive's level in the Company and immediate prior year's total
cash compensation. The number of options granted to each executive was
determined by (i) multiplying the executive's total cash compensation by a
specified percentage (which ranged from 150 percent to 80 percent) depending
upon the executive's level within the Company and (ii) dividing the product
obtained in (i) by the Company's average stock price for the prior year. This
formula approach, which is indirectly based on competitive compensation data,
provides for awards based on current duties and responsibilities, as well as
present and potential contributions to the success of the Company.

In November 1993, the Compensation Committee made a special stock option
grant under the 1985 and 1993 Plans to the CEO, all executive officers, and
certain other employees. The purpose of the grant was to focus the Company
executives and employees on the need to restore shareholder value and to
provide an additional incentive following completion of the Company's
restructuring and organizational changes. The grants were calculated in the
same manner as the February 1993 grants, except that the number of options
granted was determined based on salary as of the time of the grant rather than
total cash compensation, the multiple was 50 percent of the amount that would
have been determined using the formula described above and the average stock
price was based on the period January-October 1993.

Compensation Committee
Russell A. Gwillim, Chairman
Kenneth L. Block
Edgar D. Jannotta

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return on the
Common Stock during the five fiscal years ended December 31, 1993 with the
cumulative total return on the S&P 500 Index and the Smith Barney Shearson
Hazardous Waste Index. The comparison assumes $100 was invested on December 31,
1988 in the Company's Common Stock and in each of the foregoing indices and
assumes reinvestment of dividends.

In order to provide a more meaningful comparative performance graph to its
shareholders, the Company has elected to utilize the Smith Barney Shearson
Hazardous Waste Index in its comparative performance graph instead of the S&P
Commercial Services Index which it used in last year's proxy statement. In
accordance with the regulations which govern disclosure relating to the
performance graph, the Company has included both the S&P Commercial Services
and the Smith Barney Shearson Hazardous Waste indices in this year's graph.

The decision to change indices was made because the Smith Barney Shearson
Hazardous Waste Index is more representative of the industry in which the
Company operates than the S&P Commercial Services Index. Safety-Kleen is in the
business of recycling and reclaiming automotive and industrial hazardous and
non-hazardous waste fluids. The S&P Commercial Services Index is comprised of
six companies, including Safety-Kleen, that furnish a wide variety of services
to their customers. Safety-Kleen is the only company included in the index that
is engaged primarily in the hazardous waste industry. The Smith Barney Shearson
Hazardous Waste Index, on the other hand, is comprised entirely of companies in
the hazardous waste industry.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
SAFETY-KLEEN CORP, S&P 500 INDEX, S&P COMMERCIAL SERVICES INDEX AND SMITH
BARNEY SHEARSON HAZARDOUS WASTE INDEX

LOGO
PERFORMANCE GRAPH GOES HERE

1988 1989 1990 1991 1992 1993
- ---------------------------------------------------------------------------------

SAFETY KLEEN CORP $100 $127 $166 $165 $154 $107
S&P 500 INDEX 100 132 128 166 179 197
S&P COMMERCIAL SERVICES INDEX 100 109 91 99 98 95
SMITH BARNEY SHEARSON HAZARDOUS WASTE
INDEX 100 139 137 140 132 74

CERTAIN RELATIONSHIPS

In 1987, the Company purchased its oil processing business from enterprises
controlled by Joseph Chalhoub. Mr. Chalhoub is now a Senior Vice President of
the Company and supervises the Company's oil reprocessing business. Mr.
Chalhoub owns a 15% interest in Booth Oil Corporation ("Booth"). Booth is the
operator of an oil reprocessing plant in Buffalo, New York. All input to the
Plant is provided by the Company through its Oil Recovery Service. The Company
did not attempt to acquire the Buffalo plant at the time of the initial
acquisition because Booth was in the process of a reorganization under Chapter
11 of the Bankruptcy Act and because the Company desired that certain
environmental clean up work be done before it acquired the Plant. Speedy Oil
Corporation (a company in which Mr. Chalhoub owns a 45% interest) ("SOC")
acquired the right to purchase the Buffalo Plant out of the Chapter 11
proceeding for $1 million and made approximately $900,000 in capital
improvements at the Plant. SOC charged Booth $7,500 per month for use of the
capital improvements pending SOC's purchase of the Plant. The purchase was
consummated on or about November 1, 1992 and thereafter, SOC leased the Plant
(including the improvements made to it by SOC) back to Booth at a rental of
$50,000 per month. In 1990 SOC granted the Company an option to purchase the
Buffalo Plant from SOC for a price equal to SOC's investment in the Plant plus
interest on the investment at 12% per annum. The Company anticipates that upon
obtaining the necessary environmental operating permits, it will exercise the
option and directly operate the plant and the leaseback of the Plant to Booth
will end. In 1993 the Company paid Booth approximately $4.0 million for
processing services at the Plant. The Company believes that the prices it pays
for processing services at the Buffalo Plant are competitive with the prices it
would be required to pay at other third party facilities.

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed Arthur Andersen & Co., independent
public accountants, as auditors for its fiscal year ending December 31, 1994,
upon the recommendation of its Audit Committee.

The firm of Arthur Andersen & Co. has audited the accounts of the Company
since 1968. A representative of the firm of Arthur Andersen & Co. will be in
attendance at the shareholders' meeting with the opportunity to make a
statement if such representative desires to do so and will be available to
respond to shareholder questions.

SHAREHOLDER PROPOSALS

In order to be considered for inclusion in the Proxy Statement relating to
the 1995 annual shareholders' meeting, any proposal by a record holder of
Common Stock must be received by the Company at its principal executive office
in Elgin, Illinois, no later than November 26, 1994. Any such proposals, as
well as any questions related thereto, should be directed to the Secretary of
the Company.

OTHER INFORMATION

Safety-Kleen's management does not know of any other matters that will be
presented for action at the 1994 annual meeting. Should any other matter come
before the meeting, however, the proxies will be voted with respect to such
matter in accordance with the judgment of the persons acting under the proxies.

A COPY OF SAFETY-KLEEN'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
JANUARY 1, 1994 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MAY BE
OBTAINED WITHOUT CHARGE BY SENDING A WRITTEN REQUEST FOR SUCH REPORT TO:

ROBERT W. WILLMSCHEN, JR.
SR. VICE PRESIDENT AND SECRETARY
SAFETY-KLEEN CORP.
1000 NORTH RANDALL RD.
ELGIN, ILLINOIS 60123

By Order of the Board of Directors

Robert W. Willmschen, Jr.
Secretary
March 25, 1994
Elgin, Illinois

LOGO
1000 NORTH RANDALL ROAD . ELGIN, ILLINOIS 60123-1499
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Russell A. Gwillim and Karl G. Otzen, and either of them are appointed Proxies,
with power of substitution, to vote all stock of the undersigned at the annual
meeting of shareholders to be held May 13, 1994 at 10:00 a.m. at The Westin Ho-
tel O'Hare, 6100 River Road, Rosemont, Illinois 60018, and at any adjournment
thereof, upon the matters mentioned hereafter, and in their discretion upon
such matters as may properly come before said meeting. Receipt of Notice, dated
March 25, 1994 of Annual Meeting and accompanying Proxy Statement is acknowl-
edged, and any Proxy previously given is revoked.

Election of Directors, Nominees:
Richard T. Farmer, John G. Johnson, Jr.
and Paul D. Schrage
P R O X Y
COMMENTS: (change of address)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(If you have written in the above space, please mark the corresponding box on
the reverse side of this card)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXY COMMITTEE
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
Please mark your votes as in this example.
2897
----
X
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
- --------------------------------------------------------------------------------
FOR
WITHHELD
1. Election of Directors, nominees:
R. T. Farmer,
J. G. Johnson, Jr. and
P. D. Schrage
Change of Address Comments on Reverse Side
For, except vote withheld from the following nominee(s):
- --------------------------------------------------------------------------------
The signer hereby revokes all proxies heretofore given by the signer to vote
at said meeting or any adjournments thereof.
SIGNATURE(S) _______________________DATE ______________________________________
NOTE: Please sign exactly as name
appears hereon. Joint owners should
each sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.