MPW INDUSTRIAL SERVICES GROUP INC, DEF 14A, 1999-09-28

MPW INDUSTRIAL SERVICES GROUP INC
DEF 14A, 1999-09-28
TO DWELLINGS & OTHER BUILDINGS

Previous: RICHMOND COUNTY FINANCIAL CORP, 10-K, 1999-09-28

Next: MPW INDUSTRIAL SERVICES GROUP INC, 10-K, 1999-09-28

<PAGE> 1

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

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
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))

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

MPW INDUSTRIAL SERVICES GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] 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:(1)

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

(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 identifying the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or form or schedule and the date of its filing.

(1) Amount previously paid:

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

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

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

(3) Filing party:

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

(4) Date filed:

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

- ---------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2

Mpw Industrial Services Group, Inc.

9711 Lancaster Road, S.E.
Hebron, Ohio 43025

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 4, 1999

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

To the Shareholders of
MPW Industrial Services Group, Inc.:

The Annual Meeting of Shareholders of MPW Industrial Services Group, Inc.
(the "Company") will be held at The Athletic Club of Columbus, 136 East Broad
Street, Columbus, Ohio 43215 on Thursday, November 4, 1999, at 10:00 a.m. local
time for the following purposes:

1. To elect eight Directors to serve for the ensuing year;

2. To consider and act upon a proposal to amend and restate the Company's
Amended and Restated Articles of Incorporation (the "Articles") to
allocate shares of the Company's preferred stock, par value $0.01 per
share (the "Preferred Stock") among the three classes of Preferred Stock
currently permitted by the Articles.

3. To consider and act upon a proposal to amend and restate the Company's
Articles to allow the Board of Directors to adopt further amendments to
the Company's Articles if such adoption is authorized by Ohio law.

4. To consider and act upon a proposal to amend and restate the Company's
Code of Regulations to modernize and modify the Code of Regulations to
more closely parallel applicable provisions of Ohio law.

5. To transact such other business as may properly come before the meeting
or any adjournment thereof.

Only shareholders of record at the close of business on September 27, 1999,
will be entitled to vote at the meeting and any adjournment thereof. A list of
such shareholders will be available at the time and place of the meeting and,
during the ten days prior to the meeting, at the Company's principal office.

By Order of the Board of Directors

/s/ ROBERT J. GILKER
ROBERT J. GILKER
Vice President, Law and Administration
and Secretary

Hebron, Ohio

October 1, 1999

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT EXPECT TO
ATTEND, PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED FORM OF PROXY IN THE
ENCLOSED PREPAID ENVELOPE AS PROMPTLY AS POSSIBLE.
<PAGE> 3

MPW INDUSTRIAL SERVICES GROUP, INC.
9711 LANCASTER ROAD, S.E.
HEBRON, OHIO 43025

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

PROXY STATEMENT FOR THE 1999 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 4, 1999

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

MPW Industrial Services Group, Inc. ("MPW" or the "Company") is mailing
this Proxy Statement to the shareholders of the Company in connection with the
solicitation of proxies by the Company's Board of Directors. These proxies will
be used at the Annual Meeting of Shareholders to be held at 10:00 a.m. on
Thursday, November 4, 1999, at The Athletic Club of Columbus, 136 East Broad
Street, Columbus, Ohio 43215 and at any adjournment thereof (the "Annual
Meeting").

If a shareholder properly executes and returns the enclosed form of proxy,
it will be voted according to his or her instructions. If no instructions are
given, it will be voted (i) for the election as Directors of the eight nominees
named below, (ii) for the proposals to amend the Company's Amended and Restated
Articles of Incorporation and Code of Regulations, and (iii) in the discretion
of the proxies with respect to any other matter that may properly come before
the meeting. Any shareholder may revoke a previously granted proxy by giving
notice of revocation to the Company in writing or in open meeting before the
proxy is exercised. Attendance at the Annual Meeting will not, in itself,
constitute revocation of a previously granted proxy.

The Company will pay the expenses of soliciting proxies, including the
charges and expenses of brokers, nominees, fiduciaries and custodians incurred
in sending proxy materials to principals and obtaining their instructions. In
addition to the use of the mail, proxies may be solicited in person or by
telephone or telegraph. Directors, officers and regular employees of the Company
may solicit proxies without additional compensation.

This Proxy Statement, Notice of Annual Meeting of Shareholders and the
accompanying form of proxy are first being mailed to shareholders on or about
October 1, 1999.

VOTING

The Board of Directors has fixed the close of business on September 27,
1999, as the record date (the "Record Date") for determining shareholders
entitled to notice of and to vote at the Annual Meeting. On the Record Date,
there were outstanding 10,876,777 shares of the Company's Common Stock, without
par value ("Common Stock"), all of one class and all of which are entitled to be
voted at the Annual Meeting. Holders of issued and outstanding shares of Common
Stock are entitled to one vote for each share held by them.

At the Annual Meeting, the results of shareholder voting will be tabulated
by the inspector of elections appointed for the Annual Meeting. Under Ohio law
and the Company's Code of Regulations, properly executed proxies either marked
"abstain" or held in "street name" by brokers that are not voted on one or more
particular proposals (if otherwise voted on at least one proposal) will be
counted for purposes of determining whether a quorum has been achieved at the
Annual Meeting but will not be treated as either a vote for or a vote against
any of the proposals to which such abstention or broker non-vote applies.
<PAGE> 4

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company's Common Stock is the only outstanding class of voting
securities. The following table sets forth information regarding the beneficial
ownership of the Common Stock as of September 27, 1999 by (a) each person who
owns beneficially more than 5% of Common Stock to the extent known to
management, (b) each director, nominee and named executive officer of the
Company, and (c) all directors and executive officers, as a group. Unless
otherwise indicated, the named persons exercise sole voting and investment power
over the shares that are shown as beneficially owned by them.

<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
---------------- ----------------- --------
<S> <C> <C>
Monte R. Black (1)........................................ 6,208,750 57.0%
Susan K. Black............................................ 620,000 5.7%
Wellington Management Company, LLP (2).................... 593,000 5.5%
AMVESCAP Plc. (3)......................................... 569,200 5.3%
Monte R. Black and Susan K. Black 1994 Irrevocable
Trust................................................... 524,040 4.9%
Ira O. Kane (4)........................................... 525,500 4.6%
Daniel P. Buettin (5)..................................... 137,000 1.2%
Brad A. Martyn (6)........................................ 41,400 *
Robert J. Gilker(7)....................................... 25,000 *
C. Douglas Rockwell....................................... 0 *
Alfred Friedman........................................... 1,000 *
Pete A. Klisares (8)...................................... 3,000 *
Gerald Nilsson-Weiskott (8)............................... 5,500 *
Timothy A. Walsh (8)...................................... 3,500 *
Scott N. Whitlock (8)..................................... 8,000 *
J. Craig R. Wright (9).................................... 12,000 *
All directors and executive officers as a group (11
persons) (10)........................................... 6,969,650 60.0%
</TABLE>

- ---------------
* less than 1%

(1) Includes (i) 620,000 shares held by Mr. Black's wife, Susan K. Black, (ii)
an aggregate of 524,040 shares held in trust for Mr. Black's children. Mr.
Black disclaims beneficial ownership of the foregoing shares. Also includes
8,750 shares of Common Stock subject to options to purchase, which are
currently exercisable or exercisable within 60 days.

(2) Based on information contained in a Schedule 13G filed on February 8, 1999.
The address for Wellington Management Company LLP is 75 State Street,
Boston, Massachusetts 02109.

(3) Based on information contained in a Schedule 13G filed on February 11,
1999. The address for AMVESCAP Plc. is 11 Devonshire Square, London,
England EC2M 4YR.

(4) Includes 525,500 shares of Common Stock subject to options to purchase,
which are currently exercisable or exercisable within 60 days.

(5) Includes 137,000 shares of Common Stock subject to options to purchase
Common Stock, which are currently exercisable or exercisable within 60
days.

(6) Includes 41,400 shares of Common Stock subject to options to purchase,
which are currently exercisable or exercisable within 60 days.

(7) Includes 25,000 shares of Common Stock subject to options to purchase,
which are currently exercisable or exercisable within 60 days.

(8) Includes 2,000 shares of Common Stock subject to options to purchase, which
are currently exercisable or exercisable within 60 days.
-2-
<PAGE> 5

(9) Includes (i) 4,000 shares held in trust for Mr. Wright's child, (ii) 1,000
shares held by Mr. Wright's wife and (iii) 1,000 shares held by Alexi,
Inc., a corporation in which Mr. Wright holds a controlling interest. Mr.
Wright disclaims beneficial ownership of the foregoing shares.

(10) Includes (i) 620,000 shares held by Mr. Black's wife, Susan K. Black, (ii)
an aggregate of 524,040 shares held in trust for Mr. Black's children,
(iii) 4,000 shares held in trust for Mr. Wright's child, (iv) 1,000 shares
held by Mr. Wright's wife and (v) 1,000 shares held by Alexi, Inc., a
corporation in which Mr. Wright holds a controlling interest. Mr. Black and
Mr. Wright disclaim beneficial ownership of the foregoing shares. Includes
745,650 shares of Common Stock subject to options to purchase, which are
currently exercisable or exercisable within 60 days.

-3-
<PAGE> 6

PROPOSAL 1: ELECTION OF DIRECTORS

INFORMATION CONCERNING THE NOMINEES

Eight Directors will be elected at the Annual Meeting. Each Director
elected at the Annual Meeting will hold office until the next annual meeting of
shareholders and until his successor is duly elected and qualified, or until his
earlier death, resignation or removal from office. The Company's management
intends that the shares represented by the enclosed proxy will be voted, unless
the shareholder executing the proxy otherwise instructs, for the election to the
Board of Directors of each of the eight nominees named below.

The Company has no reason to believe that any of such nominees will be
unable, if elected, to serve as a Director. However, if such an event should
occur, the Company's management intends that the shares represented by the
enclosed proxy will be voted for the remainder of the nominees, and for such
substitute nominee or nominees as may be selected by the Company's current Board
of Directors.

All of the nominees for Director named below are currently serving as
Directors of the Company for terms expiring at the Annual Meeting, except Mr.
Friedman. Mr. Wright became a Director in May 1999. Messrs. Klisares and
Nilsson-Weiskott became Directors of the Company in February 1998. Messrs.
Whitlock and Walsh became Directors in November 1995 and September 1994,
respectively. Mr. Kane took his position as a Director of the Company in March
1994 and Mr. Black has served as the Chairman of the Board of Directors since
founding the Company in 1972.

The following table sets forth information regarding those persons
currently serving as directors of the Company and the new nominee, Mr. Friedman.
Certain biographical information regarding each of the Company's current
directors and Mr. Friedman is described below the table.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Monte R. Black 49 Chairman of the Board of Directors and Chief Executive
Officer
Ira O. Kane 52 President and Chief Operating Officer; Director
Alfred Friedman 58 Nominee
Pete A. Klisares 63 Director
Gerald Nilsson-Weiskott 50 Director
Timothy A. Walsh 38 Director
Scott N. Whitlock 57 Director
J. Craig R. Wright 70 Director
</TABLE>

Monte R. Black originally founded the Company in 1972 and has served as
Chief Executive Officer and Chairman of the Board of Directors since that time.

Ira O. Kane has served as President, Chief Operating Officer and Director
of the Company since February 1994. Prior to joining the Company, Mr. Kane
served as chairman of the board of directors, senior executive vice president
and director of NSC Corporation, an asbestos abatement company, and president
and chief operating officer of NSC Industrial Services Corp., an industrial
services company, from June 1993 until February 1994. Prior to joining NSC
Corporation, Mr. Kane served as director and executive vice president of OHM
Corporation, an environmental services company, from January 1984 until June
1993. Prior to joining OHM Corporation, Mr. Kane was a partner with Crabbe,
Brown, Jones, Potts & Schmidt, a law firm.

Alfred Friedman. Mr. Friedman is being nominated to the Board of Directors.
Mr. Friedman has been an independent financial consultant since April 1998 and
prior thereto was a partner at PriceWaterhouseCoopers, LLC, an accounting firm,
or its predecessor firms since 1974.

Pete A. Klisares has served as a Director of the Company since February
1998. Mr. Klisares is retired. He served as president, chief operating officer
and a director of Karrington Health, Inc., a provider of assisted living
facilities, from August 1997 to June 1999. Prior to this time, Mr. Klisares
served in the following capacities with Worthington Industries, Inc., a
manufacturer of processed steel and custom and cast products: (i) executive vice
president from August 1993 to December 1997, and (ii) assistant to the chairman
of the board of directors from

-4-
<PAGE> 7

December 1991 to July 1993. Before joining Worthington Industries, Mr. Klisares
served as executive director of JMAC, Inc. an investment vehicle, from May 1991
to December 1991 and as Manufacturing Vice President and General Manager of
AT&T, a telecommunications firm, for more than five years prior to May 1991. Mr.
Klisares also serves as a director of Worthington Industries, Dominion Homes,
Inc., a residential construction firm, and Huntington National Bank, N.A., a
national banking association.

Gerald Nilsson-Weiskott has served as a Director of the Company since
February 1998. Dr. Nilsson-Weiskott founded and has served as senior partner of
Organizational Horizons Incorporated, a comprehensive human resource consulting
firm, since 1983. Dr. Nilsson-Weiskott also served as director of marketing and
development of Healthy Lifestyle Consultants, a behavioral health company, from
1979 until March 1997. Prior to this time, Dr. Nilsson-Weiskott served as the
director of training of The Ohio State University Consultation and Counseling
Services.

Timothy A. Walsh has served as a Director of the Company since September
1994. Mr. Walsh has served as executive vice president, finance and treasurer
for Farm Family Holdings, Inc., a property and casualty insurance company, since
December 1996. Prior to this time, Mr. Walsh served in the following capacities
with Farm Family Insurance Company, a subsidiary of Farm Family Holdings, Inc.:
(i) senior vice president, finance from March 1996 to November 1996; and (ii)
director of corporate development from August 1995 to March 1996. Prior to this
time, Mr. Walsh served as Vice President, Finance, Chief Financial Officer and
Secretary of the MPW Industrial Services, Inc. from April 1994 until August 1995
and as corporate controller for NSC Corporation, an asbestos abatement company,
from June 1992 until April 1994. Before joining NSC Corporation, Mr. Walsh was
employed by KPMG Peat Marwick, a public accounting firm.

Scott N. Whitlock has served as a Director of the Company since November
1995. Mr. Whitlock has been of counsel with Vorys, Sater, Seymour and Pease, a
law firm, since August 1995. Prior to that time, Mr. Whitlock served in the
following capacities with Honda of America Mfg., Inc., an automobile
manufacturer: (i) executive vice president from January 1990 to April 1995; and
(ii) senior vice president and plant manager from January 1985 to December 1989.
Before joining Honda of America, Mr. Whitlock was a partner with Vorys, Sater,
Seymour and Pease.

J. Craig R. Wright has served as a Director of the Company since May 1999.
Mr. Wright is of counsel with Chester, Willcox and Saxbe, a law firm, and prior
thereto, Mr. Wright was an Associate Justice of the Ohio Supreme Court from
January 1985 to March 1996. Mr. Wright also serves as a director of Life
Diagnostics, Inc., a supplier of services and products to healthcare
institutions.

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS HELD

During the Company's fiscal year ended June 30, 1999 ("fiscal 1999"), the
Board of Directors of the Company held a total of seven meetings.

The Compensation and Stock Option Committee (the "Compensation Committee")
of the Board of Directors met once during fiscal 1999. Messrs. Klisares,
Nilsson-Weiskott and Walsh are presently members of the Compensation Committee,
the primary function of which is to review and approve salaries and other
benefits for executive officers of the Company, to make recommendations to the
Board of Directors with respect to the adoption of employee benefit programs and
to administer the Company's stock option plans and approve awards of stock
options made under the Company's 1997 Stock Option Plan.

The Company has an Audit Committee, the primary function of which is to
oversee the accounting and auditing affairs of the Company. Messrs. Walsh and
Whitlock serve as members of the Audit Committee which met twice during fiscal
1999.

The Company has no standing nominating committee or committee performing
similar functions.

-5-
<PAGE> 8

EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The compensation discussion that follows has been prepared based on the
actual plan and non-plan compensation awarded to, earned by or paid to the
Company's named executive officers during the periods presented. The Company's
compensation arrangements with its directors and certain arrangements with its
named executive officers are described below.

CASH COMPENSATION TABLE

The following table sets forth the compensation paid or payable by the
Company during the fiscal years ended June 30, 1999, 1998 and 1997, to those
individuals serving as the registrant's chief executive officer at any time
during fiscal 1999 and certain other executive officers of the Company.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------- ---------------------
SALARY BONUS SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS(#)
--------------------------- ---- -------- -------- ---------------------
<S> <C> <C> <C> <C>
Monte R. Black 1999 453,200 294,580 35,000
Chairman of the Board of Directors 1998 453,097 226,600 --
and Chief Executive Officer 1997 453,131 100,000 --

Ira O. Kane 1999 300,000 222,750 30,000
President and Chief Operating Officer 1998 279,167 181,000 --
1997 200,000 175,000 518,000(2)

Daniel P. Buettin 1999 168,800 109,284 25,000
Vice President, Chief Financial Officer, 1998 150,083 84,000 --
and Assistant Secretary 1997 110,000 55,000 148,000(2)

Robert J. Gilker(1) 1999 168,800 40,000 100,000

Brad A. Martyn 1999 120,000 58,206 25,000
Corporate Controller, Treasurer, and 1998 109,896 42,000 --
Assistant Secretary 1997 89,375 32,750 74,000(2)
</TABLE>

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

(1) Mr. Gilker joined the Company in July 1999.

(2) Pursuant to contractual commitments made by the Company at the time the
named executive officers commenced their employment, the vesting provisions
and exercise price of certain stock options are effective as of the date of
the commencement of such named executive officer's employment, which
preceded the date of grant of such stock options.

-6-
<PAGE> 9

FISCAL 1999 AGGREGATED OPTION EXERCISES FY-END OPTION VALUES

The following table sets forth information concerning the exercise of stock
options by each of the Company's named executive officers during fiscal 1999 and
fiscal year end value of unexercised options.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES VALUE OPTIONS AT FISCAL YEAR-END(#) OPTIONS AT FISCAL YEAR-END($)
ACQUIRED ON REALIZED ------------------------------ ------------------------------
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ------------ -------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Monte R. Black....... -- -- 8,750 26,250 0 0
Ira O. Kane.......... -- -- 525,500 22,500 4,069,926 --
Daniel P. Buettin.... -- -- 98,750 74,250 671,569 398,620
Robert J. Gilker..... -- -- 25,000 75,000 0 0
Brad A. Martyn....... -- -- 41,400 53,900 248,649 271,756
</TABLE>

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

(1) Value is based on the June 30, 1999 closing price of $10.00 per share of the
Company's common stock on the Nasdaq National Market.

OPTION GRANTS IN 1999 FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
NUMBER OF PERCENT OF TOTAL PRICE APPRECIATION FOR
SECURITIES OPTIONS GRANTED OPTION TERM
UNDERLYING TO EMPLOYEES EXERCISE EXPIRATION -----------------------
NAME OPTIONS (#) IN FISCAL YEAR (%) PRICE ($/SH) DATE 5% ($) 10% ($)
---- ----------- ------------------ ------------ ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Monte R. Black......... 35,000 8.33 10.70 8/18/2008 235,246 596,159
Ira O. Kane............ 30,000 7.14 10.70 8/18/2008 201,639 510,994
Daniel P. Buettin...... 25,000 5.95 10.70 8/18/2008 168,033 425,828
Robert J. Gilker....... 100,000 23.80 11.13 5/11/2008 699,645 1,773,038
Brad A. Martyn......... 25,000 5.95 10.70 8/18/2008 168,033 425,828
</TABLE>

DIRECTORS' COMPENSATION

Directors who are employees of the Company do not receive compensation for
serving as Directors. Non-Employee Directors are paid a quarterly fee of $1,500
as well as additional fees of $1,000 for each meeting of the Board of Directors
or of a committee of the Board of Directors attended by such Director. All
Directors of the Company also are reimbursed for reasonable travel expenses to
and from meetings of the Board of Directors and committees.

SEVERANCE AGREEMENTS WITH CERTAIN EXECUTIVES

The Company has entered into separate severance agreements (the "Severance
Agreements"), which are designed to ensure the continuity of management in the
event of a change in control, with Mr. Black, Mr. Kane, Mr. Buettin, Mr. Gilker
and Mr. Martyn. The Severance Agreements provide that following a change in
control such executives will be entitled to severance compensation upon
termination of employment during the period commencing with the occurrence of
the change in control and continuing until the earliest of (i) the third
anniversary of the occurrence of the change in control, (ii) death or (iii)
attainment of age 65 and the occurrence of one or more certain additional
events.

Under the Severance Agreements, severance compensation will be a lump sum
payment in an amount equal to three times the sum of (i) base pay at the highest
rate in effect for the three calendar years immediately preceding the year in
which the change in control occurs, plus (ii) incentive pay in an amount equal
to not less than the highest aggregate annual bonus, incentive or other payments
of cash compensation made or to be made

-7-
<PAGE> 10

in regard to services rendered in any fiscal year during the three fiscal years
immediately preceding the year in which the change in control occurs, less the
sum of (iii) any and all payments received from the Company, a successor or
their affiliates following a change in control, plus (iv) any future payments to
be made in accordance with any employment agreements or other contracts between
the Company and such other entities. For three years following termination, the
Company will arrange to provide the executives with welfare benefits
substantially similar to those they were receiving or were entitled to receive
immediately prior to the termination date, with such three-year period
qualifying as service with the Company for the purpose of determining service
credits and benefits under the Company's various retirement benefit plans.

The Company has agreed to pay any and all legal fees incurred by these
executives in connection with the interpretation, enforcement or defense of
their rights under the Severance Agreements. The terms of the Severance
Agreements run until the later of (i) the close of business on June 30, 2002 or
(ii) the expiration of the three-year period of severance benefit coverage.
Beginning in fiscal 2003, the Severance Agreements will automatically be renewed
for successive one year terms unless the Company or the executive gives notice
of intent to terminate before such renewal.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of Messrs. Klisares, Nilsson-Weiskott
and Walsh. Prior to November 1997, the Company never had a Compensation
Committee or other committee of the Board of Directors performing similar
functions and decisions concerning compensation of executive officers of the
Company were made by the Company's Chief Executive Officer. Mr. Walsh served as
Vice President, Finance, Chief Financial Officer and Secretary of MPW Industrial
Services, Inc., a subsidiary of the Company, from April 1994 until August 1995.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION*

The Compensation Committee of the Board of Directors of the Company (the
"Committee") is comprised of three outside Directors, none of whom is or was
formerly an officer of the Company, although Mr. Walsh served as Vice President,
Finance, Chief Financial Officer and Secretary of MPW Industrial Services, Inc.,
a subsidiary of the Company, from April 1994 until August 1995. During fiscal
1999, none of the Company's executive officers served on the board of any entity
of which a Committee member was an executive officer or on the compensation
committee of any entity of which any Director of the Company was an executive
officer.

Role of Compensation Committee

Prior to November 1997, the Company had no compensation committee, and
decisions concerning compensation of executive officers of the Company were made
by the Company's Chief Executive Officer. Following the Company's initial public
offering (the "Offering"), the Committee undertook the oversight responsibility
for the Company's executive compensation program.

In general, the Company's compensation program for executive officers
consists of three primary elements: a base salary, a discretionary incentive
bonus and periodic grants of stock options. The Committee believes that it is
important to pay competitive salaries but also to make a high proportion of the
executive officers' total compensation at risk in order to cause the executive
officers to focus on both the short-term and the long-term interests of the
Company's shareholders. Therefore, the bonus (which permits individual
performance to be recognized on an annual basis, and which is based, in part, on
an evaluation of the contribution made by the executive officer to the Company's
performance) and stock option grants (which directly tie the executive officer's
long-term remuneration to stock price appreciation realized by the Company's
shareholders) are important components of the overall compensation package.

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

* Notwithstanding anything to the contrary set forth in the Company's previous
or future filings under the Securities Act of 1933 or the Securities Exchange
Act of 1934 that might incorporate future filings, including this proxy
statement, in whole or in part, the information set forth under "-- Board
Compensation Committee Report on Executive Compensation" and "-- Performance
Graph" shall not be incorporated by reference into any such filings.
-8-
<PAGE> 11

Base Salary

Base salary is reviewed annually and may be adjusted based on individual
performance and industry analysis and comparisons. To date, the Committee has
not utilized compensation consultants, but it may do so in future years to
assist the Committee with respect to industry analysis and comparisons. In
connection with the compensation deliberations for fiscal 1999, however, the
Committee reviewed survey material of similarly situated companies, consisting
of service companies of comparable size that provide industrial services in the
Midwest. The survey material was prepared from publicly-available materials
gathered by management and its representatives. With respect to fiscal 1999, no
specific weight was assigned to any of the factors mentioned above in
determining 1999 base salaries for the Chief Executive Officer and the other
executive officers.

In connection with the Offering, which was consummated on December 5, 1997,
the Company's Board of Directors restructured the Company's compensation
arrangements with its executive officers, generally to increase the amount of
base salary to levels that the Board of Directors deemed to be more competitive
with similarly situated companies. There were no changes to the executive
officers base salaries in fiscal 1999 in recognition of the recent adjustments
made in connection with the Offering.

Bonus Plan

Bonuses are awarded at the discretion of the Committee and are targeted at
a percentage of the annual base salary of each executive officer. The targeted
bonus is the bonus the Company expects to award, based on the Company's
achievement of certain performance objectives, which, in the case of fiscal
1999, was the achievement of certain earnings per share targets. The granted
bonus may be more or less than the targeted percentage, based on the Company's
performance in relation to the stated goals and the subjective determination by
the Committee of the executive's performance. For fiscal 1999, certain of the
Company's executive officers received bonuses in excess of his full targeted
bonus and one executive officer received less than his full targeted bonus to
reflect the committee's evaluation of their performance and contribution to the
Company's operating results for the 1999 fiscal year.

Stock Options

The purpose of the Company's 1997 Stock Option Plan is to attract and
retain key personnel and directors of the Company and to enhance their interest
in the Company's continued success. The maximum number of the Company's Common
Shares with respect to which awards may be granted under the 1997 Stock Option
Plan is 1,200,000. During fiscal 1999, the Committee granted stock options to
its executive officers as set forth in the Compensation Table.

Mr. Black's annual base salary for fiscal 1999 was established prior to the
Offering. In determining his fiscal 1999 bonus, the Committee followed the same
policies that it follows with respect to other executive officers, which are
described above and set his targeted bonus at sixty five percent of his base
salary. The Company's fiscal 1999 financial results as well as other
non-financial subjective considerations were considered, but as with other
executive officers, no particular weight was given to any factor. Mr. Black was
granted his full targeted bonus for fiscal 1999 and was granted stock options
covering 35,000 shares of common stock in recognition of his performance during
fiscal 1999.

-9-
<PAGE> 12

Section 162(m) Compliance

Section 162(m) of the Internal Revenue Code, as in effect from time to time
(the "Code"), places certain restrictions on the amount of compensation in
excess of $1,000,000 which may be deducted for each executive officer. The
Company intends to satisfy the requirements of Section 162(m) should the need
arise.

Submitted by the Compensation
Committee
of the Company

TIMOTHY A. WALSH, Chairman
PETE A. KLISARES
GERALD NILSSON-WEISKOTT

-10-
<PAGE> 13

PERFORMANCE GRAPH*

Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Common Stock against the
cumulative total return of the S&P Composite-500 Stock Index, (i) a peer group
of companies selected last year by the Company consisting of companies engaged
in whole or in part in the industrial cleaning and maintenance industry (the
"Industrial Cleaning Peer Group") and (ii) a peer group selected this year by
the Company, in recognition of the expansion of the Company's business, to
include companies that provide a broader range of services to industry. The new
peer group is composed of the companies that make up the Facilities Services
Group as defined by analysts from Deutsche Bank Alex. Brown (the "Facilities
Services Peer Group"). These companies are similar to the Company in that they
provide various services to industry on an outsourcing basis, though not
necessarily the same types of services as the Company. The Company expects to
use the Facility Services Peer Group in future proxy statements for comparison
purposes. The companies that make up the Industrial Cleaning Peer Group are: ABM
Industries, Inc., C.H. Heist Corporation, Harsco Corporation, Philip Services
Corp., Safety-Kleen Corp., The ServiceMaster Company and Valley Systems, Inc.
The companies that make up the Facilities Services Peer Group are: ABM
Industries, Inc., Building One Services Corporation, Coinmach Laundry
Corporation, Comfort Systems USA, Inc., Dycom Industries, Inc., Firstservice
Corporation, Group Maintenance America Corp., Integrated Electrical Services,
Inc., Mastec Inc., Mobile Mini, Inc., Quanta Services, Inc., The Servicemaster
Company, United Rentals, Inc. and Viad Corp.

COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG MPW INDUSTRIAL SERVICES GROUP, INC., THE S & P 500 INDEX
THE INDUSTRIAL CLEANING PEER GROUP AND THE FACILITIES SERVICES PEER GROUP

<TABLE>
<CAPTION>
MPW INDUSTRIAL FACILITIES S&P 500 INDUSTRIAL
SERVICES GROUP, SERVICES PEER ------- CLEANING PEER
INC. GROUP GROUP
--------------- ------------- -------------
<S> <C> <C> <C> <C>
12/2/97 100 100 100 100
'12/97 100 112 100 110
'1/98 92 115 101 97
'2/98 108 120 108 101
'3/98 121 125 114 104
'4/98 133 127 115 100
'5/98 153 135 113 103
'6/98 150 149 118 113
'7/98 125 135 116 104
'8/98 101 109 99 90
'9/98 106 118 106 88
'10/98 111 123 114 89
'11/98 133 125 121 84
'12/98 125 139 128 94
'1/99 136 135 134 85
'2/99 128 124 130 82
'3/99 92 128 135 86
'4/99 101 132 140 87
'5/99 114 128 137 83
'6/99 111 131 144 88
</TABLE>

* $100 INVESTED ON 12/2/97 IN STOCK OR ON 11/30/97
IN INDEX - INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDED JUNE 30.

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On August 9, 1996, the Company sold certain real estate and a commercial
building located in Chesterfield, Michigan, which currently serves as one of the
Company's industrial container cleaning facilities, to the Black Family Limited
Partnership, an Ohio limited partnership in which Monte R. Black serves as the
sole general partner, for an aggregate consideration of $2.2 million. As part of
the same transaction, the partnership and the Company entered into a long-term
lease arrangement with respect to the facility for a term of ten years at an
annual payment amount of approximately $421,000, payable monthly. In connection
with the Offering, the Company entered into an amended lease agreement through
June 30, 2004, which provides for an annual rental of $288,000, payable monthly,
which the Company believes is no less favorable than it would obtain in a third
party arm's-length transaction.

As part of an industrial revenue bond financing in 1986, Monte R. and Susan
K. Black constructed an approximately 67,000 square foot building in Hebron,
Ohio, which the Company leased for a ten-year term. Annual rent payments on the
building and equipment during this ten-year term were $726,000, payable monthly.
In connection with the Offering, the Company entered into an amended lease
agreement through June 30, 2004, which provides for an annual rental of
$600,000, payable monthly, which the Company believes is no less favorable than
it would obtain in a third party arm's-length transaction.

In 1989 the Company entered into a five-year agreement to rent certain real
estate and a commercial building located in Newark, Ohio from Monte R. and Susan
K. Black as the principal offices of the Company's industrial water subsidiary.
In 1993 the Company extended the lease for an additional five-year term. Annual
lease payments were $46,920, payable monthly. Effective July 1, 1997, the
Company entered into a lease agreement through June 30, 2004, which provides for
an annual rental of $66,000, payable monthly, which the Company believes is no
less favorable than it would obtain in a third party arm's-length transaction.

In 1999, the Company entered into a seventy-five month agreement to rent
certain real estate and a commercial building located in Newark, Ohio from
Miramonte Properties, LLC, a limited liability company controlled by Monte R.
Black, as additional operating space for the Company's industrial water
subsidiary. The Lease provides for an annual rental of $54,000 payable monthly,
which the Company believes is no less favorable than it would obtain in a third
party arm's-length transaction.

The Company provides, from time to time, certain operational,
administrative and financial services to Pro-Kleen Industrial Services, Inc.
("Pro-Kleen"), a portable sanitation services company wholly-owned by Monte R.
Black. During fiscal 1999, such services totaled $40,000.

In February 1998, the Company sold its corporate aircraft at a fair market
value of $3.6 million to an entity controlled by Monte R. Black. The purchase
price was paid by redeeming a portion of the indebtedness created by the
termination, prior to the Offering, of the S Corporation status of MPW
Industrial Services, Inc. ("Industrial") and distribution of accumulated
undistributed earnings to the former shareholders of Industrial. At the same
time, the Company entered into a five-year agreement to rent the aircraft from
such entity for an annual lease payment of $360,000, payable monthly, plus
applicable state and local sales taxes. This lease terminates on January 31,
2003 unless extended by the parties or unless terminated earlier by either party
on no less than 120 days' prior written notice.

C. Douglas Rockwell, who joined the Company in March 1999 and became an
executive officer in July 1999, received a loan from the Company in the
principal amount of $130,000 to facilitate relocation. The loan matures on May
12, 2000, bears interest at the lowest per annum rate necessary to avoid
imputation of interest under Internal Revenue Service regulations and is secured
by a second mortgage on Mr. Rockwell's residence.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires the Company's Directors and Executive Officers to file reports of
ownership with the Securities and Exchange Commission. The Company assists its
Directors and Executive Officers in completing and filing those reports. The
Company believes that during the last completed fiscal year all filing
requirements applicable to its Directors and Executive Officers
-12-
<PAGE> 15

were complied with, except that Mr. Nilsson-Weiskott filed a late report with
respect to two purchases of Common Stock by each of Mr. Nilsson-Weiskott and his
wife.

PROPOSAL 2: TO AMEND ARTICLE IV OF THE COMPANY'S ARTICLES OF INCORPORATION

The Board of Directors unanimously approved, subject to the further
approval of the shareholders of the Company, an amendment to ARTICLE IV of the
Company's Amended and Restated Articles of Incorporation (the "Articles") and a
restatement of the Articles. The full text of the Company's proposed Articles,
as amended and restated, including the text of amended ARTICLE IV, is attached
hereto as Exhibit A. Although the following description is a summary of the
changes made by the proposed amendment to ARTICLE IV, the summary should be read
in conjunction with, and is qualified by reference to, the full text of the
Company's proposed Articles attached hereto as Exhibit A.

The amendment to ARTICLE IV of the Articles would allocate the current
5,000,000 authorized shares of the Company's preferred stock, par value $0.01
per share ("Preferred Stock"), among the three classes of Preferred Stock
currently authorized by the Articles as follows: 500,000 shares of Class A
Preferred Stock, 2,250,000 shares of Class B Preferred Stock and 2,250,000
shares of Class C Preferred Stock. The proposed amendment to ARTICLE IV would
not alter or expand the aggregate number of shares of Preferred Stock currently
authorized by the Articles.

None of the 5,000,000 shares of Preferred Stock presently authorized by the
Articles were issued or outstanding or reserved for issuance and all 5,000,000
shares of Preferred Stock will be available for future issuance by the Board
from time to time without shareholder approval unless required by applicable law
or the rules of The Nasdaq Stock Market.

The Board considers the proposed allocation of authorized Preferred Stock
desirable because it more closely conforms the language of the Articles
concerning the Preferred Stock to the language of the applicable corporate
statute. This will provide the Company with the necessary flexibility to issue
Preferred Stock in the future in connection with offerings, financing,
acquisitions and for other general corporate purposes without the expense and
delay incidental to obtaining shareholder approval of a charter amendment at the
time of such action. The Board believes that, under certain circumstances, the
availability of Preferred Stock will provide greater flexibility to the Company
than would be available through the issuance of additional shares of Common
Stock. The Company has no definite plan, commitment or understanding at this
time to issue any shares of Preferred Stock.

Although the Board has no present intention of issuing shares of Preferred
Stock, the proposed allocation would permit the Board to issue shares of
Preferred Stock in the future, which may render more difficult or discourage an
attempt by another person or entity to obtain control of the Company. Such
Preferred Stock could be issued by the Board in a public or private sale, merger
or similar transaction, increasing the number of outstanding shares and thereby
diluting the equity interest and voting power of a party attempting to obtain
control of the Company. The amendment to allocate the authorized shares of
Preferred Stock is not being proposed in response to any known effort to acquire
control of the Company.

If adopted, the proposed amendment to the ARTICLE IV of the Company's
Articles, and the proposed restatement of the Company's Articles, will become
effective as soon as they are filed with the Secretary of State of the State of
Ohio, which the Company expects to occur as soon as practical after the Annual
Meeting.

Proxies will be voted for the proposed amendments to the Company's Articles
to allocate the authorized shares of Preferred Stock among the three existing
classes unless contrary instructions are set forth on the proxy card. Under
applicable Ohio law and the Company's Articles, the outcome of this agenda item
will be determined by the vote of the holders of at least two-thirds of all of
the issued and outstanding common stock of the Company as of the Record Date for
the Annual Meeting.

-13-
<PAGE> 16

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL 2.

PROPOSAL 3: TO AMEND ARTICLE V AND ARTICLE XI OF THE COMPANY'S
ARTICLES OF INCORPORATION

The Board of Directors has unanimously approved, subject to the further
approval of the shareholders of the Company, an amendment to ARTICLE V and
ARTICLE XI of the Company's Articles and a restatement of the Articles. The full
text of the Company's proposed Articles, as amended and restated, including the
text of amended ARTICLE V and ARTICLE XI, is attached hereto as Exhibit A.
Although the following description is a summary of the changes made by the
proposed amendments to ARTICLE V and ARTICLE XI, the summary should be read in
conjunction with, and is qualified by reference to, the full text of the
Company's proposed Articles attached hereto as Exhibit A.

ARTICLE V currently allows the Board to amend the Articles to fix or change
the express terms of any unissued or treasury shares of any class of the
Company's stock. The Board cannot, under either the current Articles or the
proposed amendment, change the authorized number of shares, or fix or alter the
express terms of any issued and outstanding shares, of any class of the
Company's stock.

The proposed amendment to ARTICLE V of the Articles would allow the Board
to adopt further amendments to the Company's Articles if such adoption is
authorized by applicable law.

ARTICLE XI currently provides that any Ohio statute enacted after the date
on which the Articles were filed, that (i) increases or decreases the rights,
powers or privileges of Ohio corporations or their shareholders or (ii) gives
effect to the action by any number, less than all, of the shareholders of an
Ohio corporation, shall apply to the Company as if such statute had been in
effect on the date that the Articles were filed.

The proposed amendment to ARTICLE XI would make explicit that, in addition
to the matters currently described in ARTICLE XI, any Ohio statute enacted after
the date on which the Articles, as amended and restated, were filed, that
expands the authority of directors to adopt amendments to the Articles shall
apply to the Company as if such statute had been in effect on the date that the
Articles were filed.

Legislation has been proposed to the Ohio General Assembly that, if
enacted, would allow the directors of an Ohio corporation to amend the
corporation's articles of incorporation to change the corporation's name, move
its principal office and effect a stock split without shareholder approval.
Adoption of the proposed amendments to Article V and Article XI would clarify
that the Board of Directors of the Company would be authorized to adopt such
amendments without further action of the Company's shareholders if this
legislation becomes law.

If adopted, the proposed amendments to ARTICLE V and ARTICLE XI of the
Company's Articles, and the proposed restatement of the Company's Articles, will
become effective as soon as they are filed with the Secretary of State of the
State of Ohio, which the Company expects to occur as soon as practical after the
Annual Meeting.

Proxies will be voted for the proposed amendments to the Company's Articles
unless contrary instructions are set forth on the proxy card. Under applicable
Ohio law and the Company's Articles, the outcome of this agenda item will be
determined by the vote of the holders of at least two-thirds of all of the
issued and outstanding common stock of the Company as of the Record Date for the
Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL 3.

PROPOSAL 4: TO AMEND AND RESTATE THE COMPANY'S CODE OF REGULATIONS

The Board of Directors has unanimously approved, subject to the further
approval of the shareholders of the Company, an amendment to Regulations 6, 15
and 18 of the Company's Amended and Restated Code of Regulations (the "Code of
Regulations") and a restatement thereof. The amendments to, and restatement of,
the Code of Regulations modernizes the Code of Regulations and modifies the Code
of Regulations to more closely parallel applicable provisions of Ohio law. The
full text of the Company's proposed Code of Regulations, as

-14-
<PAGE> 17

amended and restated, is attached hereto as Exhibit B. Although the following
description is a summary of the changes made by the proposed amendments to the
Code of Regulations, the summary should be read in conjunction with, and is
qualified by reference to, the full text of the Company's proposed Code of
Regulations attached hereto as Exhibit B.

The proposed amendment to Regulation 6 is in response to a recent amendment
to Ohio law. As of September 13, 1999, Ohio corporations are authorized to allow
proxy authorizations by "a verifiable communication authorized by the person,"
including electronic mail and telephone, as well as regular written proxies.
"Any transmission that creates a record capable of authentication" is permitted.
The current Regulation 6 requires that a proxy be a writing executed by the
shareholder. Therefore, the Code of Regulations prohibits proxy voting by
electronic mail, telephone and other electronic media, notwithstanding the
recent amendment to Ohio law. In order for the Company to utilize the more
modern forms of proxy voting now permitted by Ohio law, the Code of Regulations
must be amended. The proposed amendment to Regulation 6 would provide that
proxies may be in any form permitted by Ohio statute.

The proposed amendment to Regulation 15 would modernize the notice
provisions regarding special meetings of the Board by allowing Board members to
receive notice of special meetings of the Board by modern communication devices,
including electronic mail and voicemail.

The proposed amendment to Regulation 18 is in response to an amendment to
Ohio law. As of July 29, 1998, an Ohio corporation's regulations may allow
directors to create committees of the board of directors consisting of one or
more directors. The current Regulation 18 mirrors Ohio law before this amendment
and only allows for the creation committees of consisting of not less than three
directors. The proposed amendment to Regulation 18 would give the Board the
flexibility to create committees of the Board that include one or two members.

If adopted, the proposed amendments to, and restatement of, the Company's
Code of Regulations will become effective immediately upon approval by the
shareholders of the Company.

Proxies will be voted for the proposed amendments to, and restatement of,
the Company's Code of Regulations unless contrary instructions are set forth on
the proxy card. Under applicable Ohio law and the Company's Code of Regulations,
the outcome of this agenda item with respect to the proposed amendments to
Regulations 6, 15 and 18 will be determined by the vote of the holders of a
majority of all of the issued and outstanding common stock of the Company as of
the Record Date for the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL 4.

-15-
<PAGE> 18

SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING

Shareholder proposals for the 2000 annual meeting of shareholders (the
"2000 Annual Meeting") must be received by the Secretary of the Company by June
2, 2000, to be included in the Company's proxy statement, notice of annual
meeting and proxy related to the 2000 Annual Meeting.

OTHER MATTERS

The Board of Directors knows of no other matters to be presented for action
at the forthcoming Annual Meeting. However, the proxy confers upon the persons
named therein discretionary authority to act upon any other matter that may
properly come before the meeting.

THE COMPANY WILL FURNISH A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED JUNE 30, 1999, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO,
BUT EXCLUDING OTHER EXHIBITS, WITHOUT CHARGE, TO ANY PERSON UPON WRITTEN REQUEST
ADDRESSED TO ROBERT J. GILKER, VICE PRESIDENT, LAW AND ADMINISTRATION AND
SECRETARY, MPW INDUSTRIAL SERVICES GROUP, INC., 9711 LANCASTER ROAD, S.E.,
HEBRON, OHIO 43025.

/S/ ROBERT J. GILKER
ROBERT J. GILKER
Vice President, Law and Administration
and Secretary

October 1, 1999

Hebron, Ohio

-16-
<PAGE> 19

EXHIBIT A

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
MPW INDUSTRIAL SERVICES GROUP, INC.

ARTICLE I

The name of the corporation is MPW Industrial Services Group, Inc. (the
"Corporation").

ARTICLE II

The place in the State of Ohio where the Corporation's principal office is
located is the City of Hebron, Licking County.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be formed under Sections 1701.01 to 1701.98,
inclusive, of the Ohio Revised Code.

ARTICLE IV

A. Authorized Capital Stock. The Corporation is authorized to issue
35,000,000 shares of capital stock, consisting of 30,000,000 shares of common
stock, without par value ("Common Stock"), and 5,000,000 shares of preferred
stock, par value $0.01 per share ("Preferred Stock") consisting of 500,000
shares of Class A Preferred Stock, 2,250,000 shares of Class B Preferred Stock,
and 2,250,000 shares of Class C Preferred Stock.

B. Preferred Stock. The Board of Directors shall have authority to issue
Preferred Stock from time to time in one or more classes or series. The express
terms of shares of a different series of any particular class shall be identical
except for such variations as may be permitted by law. Subject to such express
terms as may hereafter be adopted by the Board of Directors, the voting rights
of Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock
shall be follows:

1. Each holder of Class A Preferred Stock shall be entitled to 100
votes per share and, except as otherwise required by law, shall vote
together with the Common Stock as a single class on all matters properly
submitted to a vote at a meeting of the shareholders.

2. Each holder of Class B Preferred Stock shall be entitled to one
vote per share and, except as otherwise required by law, shall vote
together with the Common Stock as a single class on all matters properly
submitted to a vote at a meeting of shareholders.

3. Holders of Class C Preferred Stock shall have no voting rights.

ARTICLE V

The Board of Directors shall be authorized hereby to exercise all powers
now or hereafter permitted by law providing rights to the Board of Directors to
adopt amendments to these Amended and Restated Articles of Incorporation (i) to
fix or change the express terms of any unissued or treasury shares of any class,
including, without limiting the generality of the foregoing: division of such
shares into series and the designation and authorized number of shares of each
series; voting rights of such shares (to the extent now or hereafter permitted
by law); dividend or distribution rate; dates of payment of dividends or
distributions and the dates from which they are cumulative; liquidation price;
redemption rights and price; sinking fund requirements; conversion rights;

<PAGE> 20

and restrictions on the issuance of shares of the same series or any other class
or series; all as may be established by resolution of the Board of Directors
from time to time (collectively, a "Preferred Stock Designation"), and (ii) to
include within these Amended and Restated Articles of Incorporation such
additional provisions, or amendments to any existing provisions, as may
hereafter be authorized by law.

ARTICLE VI

Except as may be provided in any Preferred Stock Designation, holders of
shares of capital stock of the Corporation shall not be entitled to cumulative
voting rights in the election of directors.

ARTICLE VII

Except as may be provided in any Preferred Stock Designation, no holder of
any shares of capital stock of the Corporation shall have any preemptive right
to acquire any shares of unissued capital stock of any class or series, now or
hereafter authorized, or any treasury shares or securities convertible into such
shares or carrying a right to subscribe to or acquire such shares of capital
stock.

ARTICLE VIII

The Corporation may from time to time, pursuant to authorization by the
Board of Directors and without action by the shareholders, purchase or otherwise
acquire capital stock of the Corporation of any class or classes in such manner,
upon such terms and in such amounts as the Board of Directors shall determine;
subject, however, to such limitation or restriction, if any, as is contained in
any Preferred Stock Designation at the time of such purchase or acquisition.

ARTICLE IX

Except as may be provided in any Preferred Stock Designation, the Board of
Directors shall be fixed from time to time in the manner provided in the Amended
Code of Regulations of the Corporation. Except as may be otherwise provided in
any Preferred Stock Designation, directors may be elected by the shareholders
only at an annual meeting of shareholders. No decrease in the number of
directors constituting the Board of Directors may shorten the term of any
incumbent director. Election of directors of the Corporation need not be by
written ballot unless requested by the presiding officer or by the holders of a
majority of the voting power of the Corporation present in person or represented
by proxy at a meeting of shareholders at which directors are to be elected. For
purposes of these Amended and Restated Articles of Incorporation, "voting power
of the Corporation" means the aggregate voting power of (1) all the outstanding
shares of Common Stock of the Corporation and (2) all the outstanding shares of
any class or series of capital stock of the Corporation that has (i) rights to
distributions senior to those of the Common Stock including, without limitation,
any relative, participating, optional, or other special rights and privileges
of, and any qualifications, limitations or restrictions on, such shares and (ii)
voting rights entitling such shares to vote generally in the election of
directors.

ARTICLE X

Notwithstanding anything to the contrary contained in these Amended and
Restated Articles of Incorporation, the affirmative vote of the holders of at
least 80% of the voting power of the Corporation, voting together as a single
class, shall be required to amend or repeal, or adopt any provision inconsistent
with, Article VI, Article VII, Article VIII, Article IX or this Article X;
provided, however, that this Article X shall not alter the voting entitlement of
shares that, by virtue of any Preferred Stock Designation, are expressly
entitled to vote on any amendment to these Amended and Restated Articles of
Incorporation.

-2-
<PAGE> 21

ARTICLE XI

Any and every statute of the State of Ohio hereafter enacted, whereby (i)
the rights, powers or privileges of corporations or of the shareholders of
corporations organized under the laws of the State of Ohio are increased or
diminished or in any way affected, or (ii) whereby effect is given to the action
taken by any number, less than all, of the shareholders of any such corporation,
or (iii) whereby the authority of the directors to adopt amendments to the
Articles of Incorporation without shareholder approval shall be expanded, shall
apply to the Corporation and shall be binding not only upon the Corporation but
upon every shareholder of the Corporation to the same extent as if such statute
had been in force at the date of filing these Amended and Restated Articles of
Incorporation in the office of the Secretary of State of Ohio.

ARTICLE XII

These Amended and Restated Articles of Incorporation supersede the
Corporation's existing Articles of Incorporation and all prior amendments
thereto.

-3-
<PAGE> 22

EXHIBIT B

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

MPW INDUSTRIAL SERVICES GROUP, INC.

AMENDED AND RESTATED
CODE OF REGULATIONS

AS ADOPTED AND IN

EFFECT ON NOVEMBER 4, 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 23

MPW INDUSTRIAL SERVICES GROUP, INC.

AMENDED AND RESTATED
CODE OF REGULATIONS

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SHAREHOLDER MEETINGS........................................ 2
1. Time and Place of Meetings............................. 2
2. Annual Meeting......................................... 2
3. Special Meetings....................................... 2
4. Notice of Meetings..................................... 2
5. Quorum................................................. 2
6. Voting................................................. 2
7. Order of Business...................................... 3

DIRECTORS................................................... 4
8. Function............................................... 4
9. Number, Election and Terms of Directors................ 4
10. Newly Created Directorships and Vacancies............. 4
11. Removal............................................... 4
12. Nominations of Directors; Election.................... 4
13. Resignation........................................... 5
14. Regular Meetings...................................... 5
15. Special Meetings...................................... 5
16. Quorum and Vote....................................... 5
17. Participation in Meetings by Communications
Equipment.............................................. 5
18. Committees............................................ 5
19. Compensation.......................................... 6
20. Bylaws................................................ 6

OFFICERS.................................................... 6
21. Generally............................................. 6
22. Authority and Duties of Officers...................... 6
23. Compensation.......................................... 6
24. Succession............................................ 6

STOCK....................................................... 6
25. Transfer and Registration of Certificates............. 6
26. Substituted Certificates.............................. 6
27. Voting Of Shares Held by the Corporation.............. 7
28. Record Dates and Owners............................... 7

INDEMNIFICATION AND INSURANCE............................... 7
29. Indemnification....................................... 7
30. Insurance............................................. 7
31. Agreements............................................ 7

GENERAL..................................................... 8
32. Fiscal Year........................................... 8
33. Seal.................................................. 8
34. Amendments............................................ 8
</TABLE>
<PAGE> 24

SHAREHOLDER MEETINGS

1. Time and Place of Meetings. All meetings of the shareholders for the
election of directors or for any other purpose will be held at such time and
place, within or without the State of Ohio, as may be designated by the Board of
Directors or, in the absence of a designation by the Board of Directors, the
Chairman of the Board of Directors, if any (the "Chairman"), the President, or
the Secretary, and stated in the notice of meeting. The Board of Directors may
postpone and reschedule any previously scheduled annual or special meeting of
the shareholders.

2. Annual Meeting. An annual meeting of the shareholders will be held at
such date and time as may be designated from time to time by the Board of
Directors, at which meeting the shareholders will elect directors to succeed
those directors whose terms expire at such meeting and will transact such other
business as may be brought properly before the meeting in accordance with
Regulation 7 herein.

3. Special Meetings. (a) Special meetings of shareholders may be called by
(i) the Chairman (ii) the President, (iii) a majority of the Board of Directors
acting with or without a meeting, or (iv) any person or persons who hold not
less than 50% of all the shares outstanding and entitled to be voted at such
meeting. Holders of shares that are entitled to call a special meeting of
shareholders by virtue of any Preferred Stock Designation may call such meetings
in the manner and for the purposes provided in the applicable terms of such
Preferred Stock Designation. For purposes of this Amended and Restated Code of
Regulations, "Preferred Stock Designation" shall have the meaning specified in
the Amended and Restated Articles of Incorporation.

(b) Upon written request by any person or persons entitled to call a
meeting of shareholders delivered in person or by registered mail to the
Chairman, the President or the Secretary, such officer shall forthwith cause
notice of the meeting to be given to the shareholders entitled to notice of such
meeting in accordance with Regulation 4 herein. If such notice shall not be
given within 60 days after the delivery or mailing of such request, the person
or persons requesting the meeting may fix the time of the meeting and give, or
cause to be given, notice in the manner provided in Regulation 4 herein.

4. Notice of Meetings. Written notice of every meeting of the shareholders
called in accordance with this Amended and Restated Code of Regulations, stating
the time, place and purposes for which the meeting is called, will be given by
or at the direction of the President, a Vice President, the Secretary or an
Assistant Secretary (or in case of their failure to give any required notice,
the other persons entitled to give notice under Regulation 3 herein). Such
notice will be given not less than seven nor more than 60 calendar days before
the date of the meeting to each shareholder of record entitled to notice of such
meeting. If such notice is mailed, it shall be addressed to the shareholders at
their respective addresses as they appear on the records of the Corporation, and
notice shall be deemed to have been given on the day so mailed. Notice of
adjournment of a meeting need not be given if the time and place to which it is
adjourned are fixed and announced at such meeting.

5. Quorum. To constitute a quorum at any meeting of shareholders, there
shall be present in person or by proxy shareholders of record entitled to
exercise not less than a majority of the voting power of the Corporation in
respect of any one of the purposes for which the meeting is called, unless a
greater or lesser number is expressly provided for in any applicable Preferred
Stock Designation. Except as may be otherwise provided in any Preferred Stock
Designation, the holders of a majority of the voting power of the Corporation
represented in person or by proxy at a meeting of shareholders, whether or not a
quorum be present, may adjourn the meeting from time to time. For purposes of
this Amended and Restated Code of Regulations, "voting power of the Corporation"
shall have the meaning specified in the Amended and Restated Articles of
Incorporation.

6. Voting. Except as otherwise expressly required by law, the Amended and
Restated Articles of Incorporation or this Amended and Restated Code of
Regulations, at any meeting of shareholders at which a quorum is present, a
majority of the votes cast, whether in person or by proxy, on any matter
properly brought before such meeting in accordance with Regulation 7 herein will
be the act of the shareholders. An abstention shall not represent a vote cast.
Proxies must be in a form permitted by Ohio law and filed with the Secretary. A
shareholder may revoke any proxy that is not irrevocable by attending the
meeting and voting in person or by filing with the Secretary written notice of
revocation or a later appointment. The vote upon any question brought before a
meeting of the shareholders may be by voice vote, unless otherwise required by

2
<PAGE> 25

law, the Amended and Restated Articles of Incorporation or this Amended and
Restated Code of Regulations or unless the presiding officer otherwise
determines.

7. Order of Business. (a) The Chairman, or such other officer of the
Corporation designated by a majority of the total number of directors that the
Corporation would have if there were no vacancies on the Board of Directors
(such number being referred to as the "Whole Board"), will call meetings of
shareholders to order and will act as presiding officer thereof. Unless
otherwise determined by the Board of Directors prior to the meeting, the
presiding officer of the meeting of shareholders will also determine the order
of business and have the authority in his or her sole discretion to regulate the
conduct of any such meeting including, without limitation, by (i) imposing
restrictions on the persons (other than shareholders of the Corporation or their
duly appointed proxies) who may attend any such shareholders' meeting, (ii)
ascertaining whether any shareholder or his proxy may be excluded from any
meeting of shareholders based upon any determination by the presiding officer,
in his sole discretion, that any such person has unduly disrupted or is likely
to disrupt the proceedings of the meeting, (iii) determining the circumstances
in which any person may make a statement or ask questions at any meeting of
shareholders and (iv) establishing such other procedures as the presiding
officer, in his sole discretion, may deem appropriate for the orderly conduct of
business.

(b) At an annual meeting of the shareholders, only such business will be
conducted or considered as is properly brought before the meeting. To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the President, a Vice President, the Secretary or an Assistant Secretary in
accordance with Regulation 4 herein, (ii) otherwise properly brought before the
meeting by the presiding officer or by or at the direction of a majority of the
Whole Board or (iii) otherwise properly requested to be brought before the
meeting by a shareholder of the Corporation in accordance with Regulation 7(c)
herein.

(c) For business to be properly requested by a shareholder to be brought
before an annual meeting, the shareholder must (i) be a shareholder of the
Corporation of record at the time of the giving of the notice for such annual
meeting provided for in this Amended and Restated Code of Regulations, (ii) be
entitled to vote at such meeting and (iii) have given timely notice thereof in
writing to the Secretary. To be timely, a shareholder's notice must be delivered
to or mailed and received at the principal executive offices of the Corporation
not less than 60 nor more than 90 calendar days prior to the annual meeting;
provided, however, that in the event public announcement of the date of the
annual meeting is not made at least 105 calendar days prior to the date of the
annual meeting, notice by the shareholder to be timely must be so received not
later than the close of business on the tenth calendar day following the day on
which public announcement is first made of the date of the annual meeting. A
shareholder's notice to the Secretary must set forth as to each matter the
shareholder proposes to bring before the annual meeting (A) a description in
reasonable detail of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (B)
the name and address, as they appear on the Corporation's books, of the
shareholder proposing such business and of the beneficial owner, if any, on
whose behalf the proposal is made, (C) the class and number of shares of the
Corporation that are owned beneficially and of record by the shareholder
proposing such business and by the beneficial owner, if any, on whose behalf the
proposal is made and (D) any material interest of such shareholder proposing
such business and the beneficial owner, if any, on whose behalf the proposal is
made in such business. Notwithstanding the foregoing provisions of this Amended
and Restated Code of Regulations, a shareholder must also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder with respect to the matters set forth in
this Regulation 7(c) herein. For purposes of this Regulation 7(c) and Regulation
12 herein, "public announcement" means disclosure in a press release reported by
the Dow Jones News Service, Associated Press, or comparable national news
service or in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Securities
Exchange Act of 1934, as amended, or publicly filed by the Corporation with any
national securities exchange or quotation service through which the
Corporation's stock is listed or traded, or furnished by the Corporation to its
shareholders. Nothing in this Regulation 7(c) will be deemed to affect any
rights of shareholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of
1934, as amended.

3
<PAGE> 26

(d) At a special meeting of shareholders, only such business may be
conducted or considered as is properly brought before the meeting. To be
properly brought before a special meeting, business must be (i) specified in the
notice of the meeting (or any supplement thereto) given by or at the direction
of the President, a Vice President, the Secretary or an Assistant Secretary (or
in case of their failure to give any required notice, the other persons entitled
to give notice) in accordance with Regulation 4 herein or (ii) otherwise brought
before the meeting by the presiding officer or by or at the direction of a
majority of the Whole Board.

(e) The determination of whether any business sought to be brought before
any annual or special meeting of the shareholders is properly brought before
such meeting in accordance with this Regulation 7 will be made by the presiding
officer of such meeting. If the presiding officer determines that any business
is not properly brought before such meeting, he or she will so declare to the
meeting and any such business will not be conducted or considered.

DIRECTORS

8. Function. Except where the law, the Amended and Restated Articles of
Incorporation or this Amended and Restated Code of Regulations requires action
to be authorized or taken by the shareholders, all of the authority of the
Corporation shall be exercised by or under the direction of the Board of
Directors.

9. Number, Election and Terms of Directors. Except as may be provided in
any Preferred Stock Designation, the size of the Board of Directors shall be
established from time to time only (i) by a vote of a majority of the Whole
Board or (ii) by the affirmative vote of the holders of at least 80% of the
voting power of the Corporation, voting together as a single class.

10. Newly Created Directorships and Vacancies. Except as may be otherwise
provided in any Preferred Stock Designation, any vacancy (including newly
created directorships resulting from any increase in the number of directors and
any vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal, or other cause) may be filled only (i) by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors, or by a sole remaining
director or (ii) by the affirmative vote of the shareholders after a vote to
increase the number of directors at a meeting called for that purpose in
accordance with this Amended and Restated Code of Regulations. Any director
elected in accordance with the preceding sentence will hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor has been elected.

11. Removal. Except as may be otherwise provided in any Preferred Stock
Designation, directors may not be removed from the Board of Directors by the
shareholders or otherwise.

12. Nominations of Directors; Election. (a) Except as may be otherwise
provided in any Preferred Stock Designation, only persons who are nominated in
accordance with this Regulation 12 will be eligible for election at a meeting of
shareholders to be members of the Board of Directors.

(b) Nominations of persons for election as directors of the Corporation may
be made only at an annual meeting of shareholders (i) by or at the direction of
the Board of Directors or a committee thereof or (ii) by any shareholder who is
a shareholder of record at the time of giving of notice provided for in this
Regulation 12, who is entitled to vote for the election of directors at such
meeting, and who complies with the procedures set forth in this Regulation 12.
All nominations by shareholders must be made pursuant to timely notice in proper
written form to the Secretary.

(c) To be timely, a shareholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than 60
nor more than 90 calendar days prior to the annual meeting of shareholders;
provided, however, that in the event that public announcement of the date of the
annual meeting is not made at least 105 calendar days prior to the date of the
annual meeting, notice by the shareholder to be timely must be so received not
later than the close of business on the tenth calendar day following the day on
which public announcement is first made of the date of the annual meeting. To be
in proper written form, such shareholder's notice must set forth or include: (i)
the name and address, as they appear on the Corporation's books, of the
shareholder giving the notice and of the beneficial owner, if any, on whose
behalf the nomination is

4
<PAGE> 27

made; (ii) a representation that the shareholder giving the notice is a holder
of record of stock of the Corporation entitled to vote at such annual meeting
and intends to appear in person or by proxy at the annual meeting to nominate
the person or persons specified in the notice; (iii) the class and number of
shares of stock of the Corporation owned beneficially and of record by the
shareholder giving the notice and by the beneficial owner, if any, on whose
behalf the nomination is made; (iv) a description of all arrangements or
understandings between or among any of (A) the shareholder giving the notice,
(B) the beneficial owner on whose behalf the notice is given, (C) each nominee
and (D) any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the shareholder giving the
notice; (v) such other information regarding each nominee proposed by the
shareholder giving the notice as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or proposed to be nominated, by the
Board of Directors; and (vi) the signed consent of each nominee to serve as a
director of the Corporation if so elected. The presiding officer of any annual
meeting may, if the facts warrant, determine that a nomination was not made in
accordance with this Regulation 12, and if he or she should so determine, he or
she will so declare to the meeting, and the defective nomination will be
disregarded. Notwithstanding the foregoing provisions of this Regulation 12, a
shareholder must also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Regulation 12.

13. Resignation. Any director may resign at any time by giving written
notice of his or her resignation to the Chairman or the Secretary. Any
resignation will be effective upon actual receipt by any such person or, if
later, as of the date and time and upon occurrence of the conditions specified
in such written notice.

14. Regular Meetings. Regular meetings of the Board of Directors may be
held immediately after the annual meeting of the shareholders and at such other
time and place either within or without the State of Ohio as may from time to
time be determined by a majority of the Whole Board. Notice of regular meetings
of the Board of Directors need not be given.

15. Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman or the President on one day's notice to each director by
whom such notice is not waived, given either personally or by mail, electronic
mail, telephone (including voice mail), telegram, telex, facsimile, or similar
medium of communication, and will be called by the Chairman or the President, in
like manner and on like notice, on the written request of not less than
one-third of the Whole Board. Special meetings of the Board of Directors may be
held at such time and place either within or without the State of Ohio as is
determined by a majority of the Whole Board or specified in the notice of any
such meeting.

16. Quorum and Vote. At all meetings of the Board of Directors, a majority
of the total number of directors then in office will constitute a quorum for the
transaction of business. Except for the designation of committees as hereinafter
provided and except for actions required by this Amended and Restated Code of
Regulations to be taken by a majority of the Whole Board, the act of a majority
of the directors present at any meeting at which a quorum is present will be the
act of the Board of Directors. If a quorum is not present at any meeting of the
Board of Directors, the directors present thereat may adjourn the meeting from
time to time to another time or place, without notice other than announcement at
the meeting, until a quorum is present.

17. Participation in Meetings by Communications Equipment. Meetings of the
Board of Directors or of any committee of the Board of Directors may be held
through any means of communications equipment if all persons participating can
hear each other, and such participation will constitute presence in person at
such meeting.

18. Committees. The Board of Directors may from time to time create an
executive committee or any other committee or committees of directors to act in
the intervals between meetings of the Board of Directors and may delegate to
such committee or committees any of its authority other than that of filling
vacancies among the Board of Directors or in any committee of the Board of
Directors. Committees may consist of one or more directors. The Board of
Directors may appoint one or more directors as alternate members of any such
committee to take the place of absent committee members at meetings of such
committee. Unless otherwise ordered by the Board of Directors, a majority of the
members of any committee appointed by the Board of Directors pursuant to this
Regulation 18 shall constitute a quorum at any meeting thereof, and the

5
<PAGE> 28

act of a majority of the members present at a meeting at which a quorum is
present shall be the act of such committee. Action may be taken by any such
committee without a meeting by a writing or writings signed by all of its
members. Any such committee shall prescribe its own rules for calling and
holding meetings and its own procedures, subject to any rules prescribed by the
Board of Directors, and will keep a written record of all action taken by it.

19. Compensation. The Board of Directors may establish the compensation and
expense reimbursement policies for directors in exchange for membership on the
Board of Directors and on committees of the Board of Directors, attendance at
meetings of the Board of Directors or committees of the Board of Directors, and
for other services by directors to the Corporation or any of its subsidiaries.

20. Bylaws. The Board of Directors may adopt Bylaws for the conduct of its
meetings and those of any committees of the Board of Directors that are not
inconsistent with the Amended and Restated Articles of Incorporation or this
Amended and Restated Code of Regulations.

OFFICERS

21. Generally. The Corporation may have a Chairman, who shall be elected by
the directors from among their number, and shall have a President, a Secretary
and a Treasurer. The Corporation may also have one or more Vice Presidents and
such other officers and assistant officers as the Board of Directors may deem
appropriate. If the Board of Directors so desires, it may elect a Chief
Executive Officer to manage the affairs of the Corporation, subject to the
direction and control of the Board of Directors. All of the officers shall be
elected by the Board of Directors. Notwithstanding the foregoing, by specific
action, the Board of Directors may authorize the Chairman, the Chief Executive
Officer or the President to appoint any person to any office other than
Chairman, President, Secretary or Treasurer. Any number of offices may be held
by the same person, and no two offices must be held by the same person. Any of
the offices may be left vacant from time to time as the Board of Directors may
determine. In case of the absence or disability of any officer of the
Corporation or for any other reason deemed sufficient by a majority of the Board
of Directors, the Board of Directors may delegate the absent or disabled
officer's powers or duties to any other officer or to any director.

22. Authority and Duties of Officers. The officers of the Corporation shall
have such authority and shall perform such duties as are customarily incident to
their respective offices, or as may be specified from time to time by the Board
of Directors regardless of whether such authority and duties are customarily
incident to such office.

23. Compensation. The compensation of all officers and agents of the
Corporation who are also members of the Board of Directors of the Corporation
will be fixed by the Board of Directors or by a committee of the Board of
Directors. The Board of Directors may fix, or delegate the power to fix, the
compensation of the other officers and agents of the Corporation to the Chief
Executive Officer or any other officer of the Corporation.

24. Succession. The officers of the Corporation will hold office until
their successors are elected. Any officer may be removed at any time by the
affirmative vote of a majority of the Whole Board. Any vacancy occurring in any
office of the Corporation may be filled by the Board of Directors or by the
Chairman or President as provided in Regulation 21.

STOCK

25. Transfer and Registration of Certificates. The Board of Directors shall
have authority to make such rules and regulations as they deem expedient
concerning the issuance, transfer and registration of certificates for shares
and the shares represented thereby and may appoint transfer agents and
registrars thereof.

26. Substituted Certificates. Any person claiming a certificate for shares
to have been lost, stolen or destroyed shall make an affidavit or affirmation of
that fact, shall give the Corporation and its registrar or registrars and its
transfer agent or agents a bond of indemnity satisfactory to the Board of
Directors or a committee thereof or to the Chief Executive Officer, the
President or a Vice President and the Secretary or the

6
<PAGE> 29

Treasurer, whereupon a new certificate may be executed and delivered of the same
tenor and for the same number of shares as the one alleged to have been lost,
stolen or destroyed.

27. Voting Of Shares Held by the Corporation. Unless otherwise ordered by
the Board of Directors, the Chief Executive Officer, the President in person or
by proxy or proxies appointed by either of them shall have full power and
authority on behalf of the Corporation to vote, act and consent with respect to
any shares issued by other corporations which the Corporation may own.

28. Record Dates and Owners. (a) In order that the Corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, the Board of Directors may fix a record
date, which will not be less than seven nor more than 60 calendar days before
the date of such meeting. If no record date is fixed by the Board of Directors,
the record date for determining shareholders entitled to notice of or to vote at
a meeting of shareholders will be the date next preceding the day on which
notice is given, or, if notice is waived, at the date next preceding the day on
which the meeting is held.

(b) The Corporation will be entitled to treat the person in whose name
shares are registered on the books of the Corporation as the absolute owner
thereof and will not be bound to recognize any equitable or other claim to, or
interest in, such share on the part of any other person, whether or not the
Corporation has knowledge or notice thereof, except as expressly provided by
applicable law.

INDEMNIFICATION AND INSURANCE

29. Indemnification. The Corporation shall indemnify, to the full extent
then permitted by law, any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he or she is or was a member of the Board of Directors or an officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee or agent of another corporation,
partnership, limited liability company, joint venture, trust or other
enterprise. The Corporation shall pay, to the full extent then required by law,
expenses, including attorney's fees, incurred by a member of the Board of
Directors in defending any such action, suit or proceeding as they are incurred,
in advance of the final disposition thereof, and may pay, in the same manner and
to the full extent then permitted by law, such expenses incurred by any other
person. The indemnification and payment of expenses provided hereby shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under any law, the Amended and Restated Articles of
Incorporation, any agreement, vote of shareholders or disinterested members of
the Board of Directors, or otherwise, both as to action in official capacities
and as to action in another capacity while he or she is a member of the Board of
Directors or an officer of the Corporation, and shall continue as to a person
who has ceased to be a member of the Board of Directors or an officer of the
Corporation or as to a person who has served at the request of the Corporation
as a director, trustee, officer, employee or agent of another corporation, and
shall inure to the benefit of the heirs, executors and administrators of such
persons.

30. Insurance. The Corporation may, to the full extent then permitted by
law and authorized by the Board of Directors, purchase and maintain insurance or
furnish similar protection, including but not limited to trust funds, letters of
credit or self-insurance, on behalf of or for any persons described in
Regulation 29 herein against any liability asserted against and incurred by any
such person in any such capacity, or arising out of his status as such, whether
or not the Corporation would have the power to indemnify such person against
such liability. Insurance may be purchased from or maintained with a person in
which the Corporation has a financial interest.

31. Agreements. The Corporation, upon approval by the Board of Directors,
may enter into agreements with any persons whom the Corporation may indemnify
under this Amended and Restated Code of Regulations or under law and undertake
thereby to indemnify such persons and to pay the expenses incurred by them in
defending any action, suit or proceeding against them, whether or not the
Corporation would have the power under law or this Amended and Restated Code of
Regulations to indemnify any such person.

7
<PAGE> 30

GENERAL

32. Fiscal Year. The fiscal year of the Corporation will end on the last
day of June (and whether before or after such date) in each calendar year or
such other date as may be fixed from time to time by the Board of Directors.

33. Seal. The Board of Directors may adopt a corporate seal and use the
same by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

34. Amendments. Except as otherwise provided by law, the Amended and
Restated Articles of Incorporation or herein, this Amended and Restated Code of
Regulations or any Regulations may be amended in any respect or repealed at any
time at any meeting of shareholders, provided that any amendment or supplement
proposed to be acted upon at any such meeting has been described or referred to
in the notice of such meeting. Except as otherwise provided by law, the Amended
and Restated Articles of Incorporation or herein, the shareholders shall not
take any action without a meeting to alter or amend this Amended and Restated
Code of Regulations. Notwithstanding the first sentence of this Regulation 34 or
anything to the contrary contained in the Amended and Restated Articles of
Incorporation or this Amended and Restated Code of Regulations, Regulations 1,
3(a), 7, 10, 11, 12 and 34 may not be amended or repealed by the shareholders,
and no provision inconsistent therewith may be adopted by the shareholders,
without the affirmative vote of the holders of at least 80% of the voting power
of the Corporation, voting together as a single class. Notwithstanding the
foregoing provisions of this Regulation 34, no amendment to Regulations 29, 30
or 31 will be effective to eliminate or diminish the rights of persons specified
in those Regulations existing at the time immediately preceding such amendment.

8
<PAGE> 31

MPW INDUSTRIAL SERVICES GROUP, INC.

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 4, 1999

The undersigned hereby appoints each of Daniel P. Buettin, Robert J.
Gilker, Ira O. Kane and Brad A. Martyn as proxies with full power of
substitution, and hereby authorizes each of them to present and vote,
as designated on the reverse side of this card, all the shares of
Common Stock, without par value, held of record on September 27, 1999
by the undersigned in MPW INDUSTRIAL SERVICES GROUP, INC., at the
Annual Meeting of Shareholders to be held on November 4, 1999 and at
any adjournments thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. When
properly executed, it will be voted in the manner directed on the
reverse side of this card by the undersigned shareholder, if no
direction is made, this proxy will be voted for Proposal #1, Proposal
#2, Proposal #3 and Proposal #4.

PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED PREPAID ENVELOPE.

Date: , 1999
-------------------

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

------------------------------
Shareholder Signature

PLEASE SIGN YOUR NAME EXACTLY
AS IT APPEARS AT LEFT. IN
SIGNING AS ATTORNEY, EXECUTOR,
TRUSTEE OR GUARDIAN, PLEASE
GIVE YOUR FULL TITLE AS SUCH,
AND IF SIGNING FOR A
CORPORATION, PLEASE GIVE YOUR
TITLE. WHEN SHARES ARE IN THE
NAME OF MORE THAN ONE PERSON,
EACH SHOULD SIGN.
P
R
O
X
Y

MPW INDUSTRIAL SERVICES GROUP, INC.

PROXY

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS #1, #2, #3 AND
#4.
1. Election of Directors:

<TABLE>
<S> <C>
[ ]FOR all of the nominees, except vote withheld from those whose names are entered on the line below:

NOMINEES: Monte R. Black, Alfred Friedman, Ira O. Kane, Pete A. Kilsares, Gerald Nilsson-Weiskott,
Timothy A. Walsh, Scott N. Whitlock and J. Craig R. Wright

-------------------------------------------------------------------------------------------------------
[ ]WITHHOLD authority to vote for all of the above nominees
</TABLE>

2. Approve amendment and restatement of the Company's Amended and
Restated Articles of Incorporation to amend Article IV thereof.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Approve amendment and restatement of the Company's Amended and
Restated Articles of Incorporation to amend Article V and Article
XI thereof.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. Approve amendment and restatement of the Company's Amended and
Restated Code of Regulations.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting or any
adjournment thereof.

BE SURE TO DATE AND SIGN THE REVERSE SIDE OF THIS CARD
Proxy Card