NATIONAL SERVICE INDUSTRIES INC
EXHIBIT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.htm
<DESCRIPTION>EXHIBIT
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<HTML>
<head>
<TITLE> EXHIBIT 10(iii)A(1)</TITLE>
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<CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=2>NATIONAL
SERVICE INDUSTRIES, INC.</FONT><BR>
<BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXECUTIVES&#146;
DEFERRED COMPENSATION PLAN</FONT><BR>
<BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>(AS AMENDED
AND RESTATED AS OF OCTOBER 4, 2000)</FONT></B></CENTER>
<BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Effective As of August 24, 1981 and Amended Effective As of September 21, 1989, September 1, 1994, August 31, 1996, and October 4,
2000)</font>
<BR>
<BR>
<BR>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>76</font></center><BR>




<CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=2>NATIONAL
SERVICE INDUSTRIES, INC.</FONT><BR>
<BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXECUTIVES&#146;
DEFERRED COMPENSATION PLAN</FONT><BR>
<BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>TABLE OF
CONTENTS</FONT></b></CENTER><BR>
<BR>
<PRE>
Purpose...........................................................................................................2

Article I
      Definitions.................................................................................................3

Article II
      Amounts Deferred............................................................................................7

Article III
      Company Contribution........................................................................................9

Article IV
      Interest Allowance.........................................................................................10

Article V
      Vesting....................................................................................................11

Article VI
      Distribution...............................................................................................13

Article VII
      Miscellaneous..............................................................................................15

Article VIII
      Committee..................................................................................................19

Article IX
      Change in Control Provisions
      9.01  Cause................................................................................................21
      9.02  Change in Control....................................................................................22
      9.03  Termination of Employment............................................................................23
      9.04  Amendment or Termination.............................................................................23

Article X
      Transfer of Accounts
      10.01  Transfer of Accounts in Deferred Compensation Plan for Junior Officers..............................24

Appendix A
      Adopting Employers.........................................................................................25

Application for Deferral of Compensation.........................................................................26
</PRE>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>77</font></center><BR>


<CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PURPOSE</FONT></B></CENTER>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;National
Service Industries, Inc. has established<B> </B>the Executives&#146; Deferred
Compensation Plan to assist certain key employees in accumulating capital or
supplementing any retirement income they may otherwise receive by permitting
them to defer a portion of their compensation. To encourage these individuals to
participate in the Plan and to continue their employment with the Company, the
Company will match a portion of these deferred amounts. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Plan, hereafter called the &#147;Executives&#146; Deferred Compensation
Plan,&#148; is described herein. This document reflects the Plan as amended and
restated, effective as of October 4, 2000. </FONT></P>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>78</font></center><BR>

<CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXECUTIVES&#146;
DEFERRED COMPENSATION PLAN</FONT><BR>
<BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE I</FONT><BR>
<BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Definitions</FONT></B></CENTER>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.01....."Average  Prime Rate" means the  numerical  mean of the prime rate as reflected in the Wall Street  Journal (the base
rate on corporate  loans posted by at least 75 percent of the nation's 30 largest  banks, or if more than one rate is published, the average of the rates published) for the first  business day of each  calendar
quarter commencing between Valuation Dates.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.02....."Class Year" means the Fiscal Year for which a deferral is elected.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.03....."Class Year Account" means the sub-accounts set up for the Primary Account and Company  Contribution Account for each
Class Year.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.04....."Company"  means  National  Service  Industries,  Inc., a Delaware  corporation  (or its  successor  or  successors).
Affiliated  or related  employers are permitted to adopt the Plan and shall be known as "Adopting  Employers."  To the extent  required
by certain  provisions (e.g.,  Compensation and Continuous  Service),  references to the Company shall include the Adopting Employer of
the Participant.  Adopting Employers are listed on Appendix A.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.05....."Committee" means the Committee appointed to administer the Plan as and to the extent provided in Article VIII.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.06....."Company  Contribution  Account"  means the sum of all amounts  credited to a  Participant  pursuant to Section  3.01
together with interest allowances thereon credited pursuant to Section 4.01 herein.</FONT></p>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>79</font></center><BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.07....."Compensation"  means the aggregate salary from the Company  received by a Participant  during a Fiscal Year together
with any performance or  discretionary  bonus awarded by the Company for that same Fiscal Year.  Compensation  does not include expense
reimbursement,  car allowance, imputed value of group life insurance,  aspiration award payments, income from stock options, restricted
stock, and other stock awards, company contributions to any benefit plan, or any gift or awards not treated as pay by the Company.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.08....."Continuous  Service" means the period of  uninterrupted  employment of an Eligible  Executive since the individual's
most recent date of employment or appointment to the class of Eligible Executives, whichever is applicable.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.09....."Deferred Compensation" means the portion of a Participant's  compensation for any Fiscal Year, or part thereof, that
has been deferred pursuant to the Plan.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.10....."Deferred  Compensation Plan for Junior Officers" or "Junior Officers' Plan" means the Deferred Compensation Plan for
Junior Officers which was established effective August 24, 1981.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.11....."Executive or Eligible  Executive"  means a Senior Officer,  a Key Manager,  or a President,  each as defined herein.
Any dispute regarding any individual's eligibility for the Plan shall be resolved by the Committee in its sole discretion.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.12....."Fiscal  Year"  means the  fiscal  year of the  Company  commencing  on  September  1 and  ending on August 31 of the
following calendar year, or such other fiscal year as may be established in the future.</FONT></p>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>80</font></center><BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.13....."Key Manager" means an assistant  vice president or other key management  employee (as determined by the Committee or
its designee) of the Company or an Adopting Employer.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.14....."Participant"  means a person a portion of whose  compensation for any Fiscal Year has been deferred  pursuant to the
Plan and whose interests in the Plan have not been wholly forfeited or distributed.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.15....."Plan or Executives' Plan" means the Executives' Deferred Compensation Plan of National Service Industries,  Inc., as
described in this instrument, and as it may be amended.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.16....."President" means the president of a business segment of the Company or an Adopting Employer.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.17....."Primary  Account"  means the sum of all amounts  deferred by a  Participant  pursuant to Section 2.01 plus  interest
allowances thereon credited pursuant to Section 4.01 herein.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.18....."Senior Officer" means the president or an executive vice president,  senior vice president, or vice president of the
Company or an Adopting Employer.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.19....."Termination of Service" or similar  expression means the termination of the Participant's  employment as an Eligible
Executive  of the Company.  A  Participant  who is granted a temporary  leave of absence,  whether  with or without  pay,  shall not be
deemed to have  terminated his service.  In the event of a transfer of an Eligible  Executive to a position in which he would no longer
be eligible to continue in this Plan,  or in the event of the  disability  of a Participant  (as  determined  by the  Committee),  the
Committee, in its sole discretion, shall determine whether a Termination of Service has occurred.</FONT></p>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>81</font></center><BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.20....."Valuation Dates" mean March 31 and September 30 of each year.</FONT></p>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>82</font></center><BR>


<CENTER><b><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE II</FONT>

<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amounts
Deferred</FONT></b></center>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.01.....Each Eligible  Executive may elect to have a portion of the annual performance or discretionary  bonus ("bonus"),  if
any, to be received by him for the Fiscal Year commencing September 1,  1981, and for any Fiscal Year thereafter,  irrevocably deferred
in accordance  with the terms and  conditions of the Plan. The amount of such bonus that may be so deferred shall not exceed the lower of</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)......the Executive "s  Compensation for the Class Year which is in excess of the average  Compensation  paid or credited to
the Executive  (including  any amounts  deferred  under this Plan, but excluding  Company  Contributions  under this Plan) for services
rendered as an Eligible  Executive  over the three (3) full Fiscal Years  immediately  preceding  the Class Year.  If the Executive has
completed  two (2) but less than three (3) full Fiscal  Years of  Continuous  Service in an  eligible  position  the  average  shall be
computed  based upon the  average  Compensation  paid or  credited  to the  Executive  for the two (2) full  Fiscal  Years  immediately
preceding the Class Year.  Any Executive who has not completed two (2) full Fiscal Years in an eligible  position  shall be entitled to
defer for the Class Year not more than (1) twenty five hundred  dollars  ($2,500)  for a Senior  Officer and (2) twelve  hundred  fifty
dollars ($1,250) for a Key Manager; and</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)......the Executive's bonus for the Class Year.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An Executive  desiring to exercise  such  election  shall,  prior to the  beginning of each such Fiscal Year,  or prior to the
beginning of the  Executive's  initial  employment if such  employment is to commence  other than at the beginning of a Fiscal Year (or
within such other period as may be  established  by the  Committee),  notify the Company,  in writing,  of the portion of his bonus for
such Fiscal Year that he elects to have so deferred.  If the Executive's  election would result in a deferral  greater than the maximum
provided herein, any deferred amount shall be reduced to the maximum limit provided herein.</FONT></p>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>83</font></center><BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.02.....The  Executive's  Primary  Account shall be credited,  as of October 1 next  following the end of each Class Year for
which the election was made, with the dollar amount of the compensation deferred for such Class Year pursuant to Section 2.01.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.03.....A Participant's  accounts shall be  distributable in the manner and subject to the conditions set forth in Article V,
Article VI and Article IX.</FONT></p>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>84</font></center><BR>


<CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE III</FONT><BR>

<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Company Contribution</FONT></center>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.01.....Each October 1, the Company shall contribute to a Company  Contribution  Account on behalf of each Eligible Executive
an amount equal to the Executive's  Deferred  Compensation  for the immediately  preceding Class Year, up to a maximum of five thousand
dollars ($5,000) for a Senior Officer or President and twenty five hundred dollars ($2,500) for a Key Manager.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The inability of a Participant to fully utilize the maximum Company  Contribution  for any Class Year,  whether due to lack of
qualified earnings,  eligible service,  failure to elect or any other reason, shall not result in a carry-over of unused credits to any
subsequent year.</FONT></p>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>85</font></center><BR>


<CENTER><b><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE IV</FONT>

<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Interest
Allowance</FONT></b></center>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.01.....Each Primary Account and Company  Contribution  Account of each  Participant  shall be credited on each  September 30
with an interest  allowance which shall be computed and compounded on semi-annual  Valuation Dates based upon the Average Prime Rate as
follows:</FONT></p>


<PRE>
When the Average Prime Rate is:                                        The Interest Credit Shall Be:
-------------------------------                                        -----------------------------

-more than 12.00%                                                      -Average Prime Rate less 3%

-more than 8.00% but not more than 12.00%                              -Average Prime Rate less 2%

-8.00% or less                                                         -Average Prime Rate less 1%
</PRE>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>86</font></center><BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This interest allowance
shall be applied to the balances standing, as of said date, in each
Participant&#146;s accounts for all Class Years. </FONT></P>

<CENTER><b><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE V</FONT>

<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Vesting</FONT></b></center>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.01.....A Participant shall at all times have a non-forfeitable  (vested) right to the amounts in his Primary Account subject
to the Distribution provisions of Article VI.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.02.....(A)      Subject to Article IX, the Company  Contribution  Account of a Participant  for each Class Year shall become
vested in him upon the completion of five full Fiscal Years of Continuous  Service as an Eligible  Employee after the end of such Class
Year.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)      Subject to Article IX, the Company  Contribution  Account of a Participant  for all Class Years shall become
vested in him upon the occurrence of any of the following events:</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)      Total and Permanent Disability of the Participant (as determined by the Committee); or</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)      Retirement after the Participant has attained age 55; or</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)      Death of the Participant; or</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)      Termination of this Plan.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.03     Notwithstanding  anything to the contrary herein, prior to a Change in Control should the Participant be found by the
Committee to be guilty of theft,  embezzlement,  fraud or  misappropriation  of the Company's  property or of any action which,  if the
individual were an Officer of the Corporation,  would constitute a breach of fiduciary duty, the Company  Contribution  Account for all
Class Years which had not yet vested in the Participant shall be immediately forfeited.</FONT></p>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>87</font></center><BR>


<CENTER><b><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE VI</FONT>

<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Distribution</FONT></b></center>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.01     Subject to Article IX,  distribution of the Vested Portion of a Participant's  Account shall be made in a lump sum as
soon as practicable  following the Participant's Total and Permanent  Disability,  Death or Termination of Service for any other reason
prior to attainment  of age 55. If a Participant  terminates  employment  on or after age 55, the  provisions of any benefit  elections
made by the  Participant  pursuant to Section 6.03 shall be  recognized.  In the event of the  Termination of the Plan or the Total and
Permanent  Disability or Death of a  Participant,  interest  allowance  pursuant to Article IV shall be computed to the date of payment
hereunder.  In the event of Termination  of Service for any other reason,  interest  allowance  shall be computed to the last Valuation
Date falling on or before the date of such Termination of Service.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.02     Except as provided in Section 6.01 above and Article IX,  distribution  of each Class Year  Account of a  Participant
shall be made in a single  lump sum payment on the  October 1  next  following  five (5) full  Fiscal  Years after the Class Year.  For
example,  the  distribution  of Class Year 1982 Account  shall be made on October 1, 1987 and for Class Year 1983 Account on October 1,
1988, etc.  Such Participant, may, however, make a timely election to further defer receipt of this sum as provided in Section 6.03.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.03     Any such Participant may file a subsequent  election to further  irrevocably defer any amount becoming  distributable
under this Plan provided that such  election is filed before the end of the fourth  Fiscal Year  immediately  following the Class Year.
For example,  for Class Year 1982 any such election must be filed prior to September 1, 1986. This  subsequent  deferral shall provide,
at the option of the Participant,  for payment of the Participant's  full Class Year Account balance in a single sum or in installments
payable  on  October  1 of any year or years  but with the last  installment  due not later  than ten  years  after  the  Participant's
retirement  and not before the regular  distribution  date otherwise  provided  herein.  A Participant  retiring on or after age 55 may
elect at least one (1) year prior to the date of his  retirement  to make the  deferral  election in this  section  with respect to all
Class Year Accounts which have not yet become distributable because five (5) full Fiscal Years have not elapsed.</FONT></p>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>88</font></center><BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.04     Hardship.  A Participant who is suffering an unforeseen and severe  financial  hardship as a result of (i) an illness
or accident of the Participant or his immediate family,  (ii) loss of Participant's  property due to casualty,  or (iii) for such other
reasons as the Committee may  establish,  may file a written  request with the  Committee for  distribution  of all or a portion of the
amount credited to his Account.  The Committee shall have the sole  discretion to determine  whether to grant a Participant's  hardship
request and the amount to distribute to the  Participant.  The Committee shall have authority in connection with such hardship  request
to accelerate the payment of any Class Year Accounts which have been deferred pursuant to Section 6.03.</FONT></p>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>89</font></center><BR>


<CENTER><b><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE VII</FONT>

<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Miscellaneous</FONT></b></center>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.01     No  Participant  or any other person shall have any interest in any specific asset or assets of the Company by reason
of any sums credited to him  hereunder or any right to receive any  distribution  under the Plan except as and to the extent  expressly
provided  in the  Plan.  Nothing  in the Plan  shall be  deemed  to give any  officer  or any  employee  of the  Company  any  right to
participate in the Plan, except in accordance with the provisions of the Plan.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.02     Neither the  adoption nor the  amendment of the Plan,  nor any action of the Board of Directors of the Company or the
Committee,  nor any election to defer compensation hereunder,  shall be held or construed to confer on any person any legal right to be
continued as an employee of the Company.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.03     No Participant or any other person entitled to payment hereunder shall have the right to assign,  pledge or otherwise
dispose of any interest in his Account, nor shall the Participant's  interest therein be subject to garnishment,  attachment,  transfer
by operation of law, or any legal process, except to pay a debt of such Participant to the Company or an Adopting Employer.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.04     If a Participant  or  beneficiary  (hereafter,  "Claimant")  does not receive timely payment of any benefits which he
believes are due and payable  under the Plan, he may make a claim for benefits to the Plan  Administrator.  The claim for benefits must
be in writing and addressed to the Plan  Administrator or to the Company.  If the claim for benefits is denied,  the Plan Administrator
shall notify the Claimant in writing within 90 days after the Plan Administrator  initially  received the benefit claim.  However,  if
special  circumstances  require an extension of time for  processing  the claim,  the Plan  Administrator  shall furnish  notice of the
extension to the Claimant prior to the  termination of the initial  90-day period and such extension  shall not exceed one  additional,
consecutive  90-day period.  Any notice of a denial of benefits  shall advise the Claimant of the basis for the denial,  any additional
material or information  necessary for the Claimant to perfect his claim,  and the steps which the Claimant must take to have his claim
for benefits reviewed.</FONT></p>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>90</font></center><BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.05     Each  Claimant  whose claim for benefits has been denied may file a written  request for a review of his claim by the
Plan  Administrator.  The request for review must be filed by the Claimant  within 60 days after he received the written notice denying
his claim.  The  decision  of the Plan  Administrator  will be made  within 60 days after  receipt of a request for review and shall be
communicated  in writing to the  Claimant.  Such written  notice shall set forth the basis for the Plan  Administrator's  decision.  If
there are special  circumstances which require an extension of time for completing the review, the Plan Administrator's  decision shall
be rendered not later than 120 days after receipt of a request for review.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.06     If the  whole  or any  part of any  Participant's  Account  shall  become  liable  for  the  payment  of any  estate,
inheritance,  income,  or other tax which the Company  shall be required to pay or withhold,  the Company shall have the full power and
authority  to  withhold  and pay such tax out of any monies or other  property  in its hand for the  account of the  Participant  whose
interests  hereunder  are so liable.  The Company  shall  provide  notice of any such  withholding.  Prior to making any  payment,  the
Company may require such releases or other documents from any lawful taxing authority as it shall deem necessary.</FONT></p>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>91</font></center><BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.07     Each  Participant  shall have the right at anytime to designate,  and rescind or change any designation of, a primary
and  contingent  beneficiary  or  beneficiaries  to receive  benefits  hereunder  in the event of his death.  If there is no  surviving
beneficiary  at the  time of the  Participant's  death,  future  payments  due  shall  be  made to the  estate  of the  Participant.  A
designation or change of beneficiary  shall be made in writing on a form  prescribed by the Committee.  After such notice is filed with
the  Committee,  the  designation  or change shall  relate back and take effect as of the date the  Participant  signed such form,  but
without prejudice to the Committee or the Company on account of any payment made before receipt of such notice.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.08     The benefits  provided by this Plan shall be unfunded.  All amounts payable under this Plan to any Participant  shall
be paid from the general assets of the employer which  principally  employs the  Participant  (the "Obligated  Employer"),  and nothing
contained  in this Plan shall  require  the  Obligated  Employer to set aside or hold in trust any amounts or assets for the purpose of
paying  benefits to  Participants.  This Plan shall create only a  contractual  obligation  on the part of the  Obligated  Employer and
Participants  shall have the status of general unsecured  creditors of the Obligated Employer under the Plan with respect to amounts of
Compensation  they defer hereunder or any other  obligation of the Obligated  Employer to pay benefits  pursuant  hereto.  Any funds of
the  Obligated  Employer  available  to pay  benefits  pursuant to the Plan shall be subject to the claims of general  creditors of the
Obligated Employer, and may be used for any purpose by the Obligated Employer.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding  the  preceding  paragraph,  the Obligated  Employer may at any time  transfer  assets to a trust for
purposes  of paying all or any part of its  obligations  under this Plan.  However,  to the extent  provided  in the trust  only,  such
transferred  amounts shall remain subject to the claims of general creditors of the Obligated  Employer.  To the extent that assets are
held in a trust when a  Participant's  benefits  under the Plan become  payable,  the  Committee  shall  direct the trustee to pay such
benefits to the Participant from the assets of the trust.</FONT></p>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>92</font></center><BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.09     In consideration of each  Participant's  performance of valuable  services that inure to the financial benefit of the
Company,  the Company does hereby agree to perform all of the obligations and  responsibilities and pay any benefits due and owing to a
Participant  under the Plan if the  Obligated  Employer  (as  defined in Section  7.05)  designated  to perform  such  obligations  and
responsibilities or pay such benefits fails or is unable to do so.</FONT></p>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>93</font></center><BR>



<CENTER><b><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE VIII</FONT>

<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Committee</FONT></b></center>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.01     The Plan shall be administered by a Committee  composed of the Executive  Resource and Compensation  Committee of the
Board of Directors of the Company or such other  committee as may be  designated  by the Board of  Directors.  The  Committee  shall be
deemed to have and to be  exercising  all of the  powers of the Board of  Directors  of the  Company in the  performance  of any of the
powers and duties  delegated to it under the Plan. No member of the Committee may  participate  in a decision  regarding his or her own
benefits  under the Plan  except in general  matters  dealing  with the Plan as a whole.  The  Committee  shall have the  authority  to
delegate its duties and responsibilities hereunder.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.02     The Committee may, in its absolute discretion,  without notice at any time and from time to time, modify or amend, in
whole or in part,  any or all of the provisions of the Plan, or suspend or terminate it entirely;  provided that no such  modification,
amendment,  suspension or termination  may,  without his consent,  apply to or affect the payment or distribution to any Participant of
any amounts  credited to him  hereunder  prior to the  effective  date of such  modification,  amendment,  suspension  or  termination.
Notwithstanding  anything  contained  in this Plan to the  contrary,  for a period of two (2) years  following a Change in Control this
Plan shall not be terminated or amended to reduce or eliminate any Eligible  Executive's  or  Participant's  benefits or  participation
(or right to participate)  provided under this Plan,  including,  without limitation,  the benefits provided in Articles II, III, V and
IX.</FONT></p>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>94</font></center><BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.03     The Committee shall from time to time establish eligibility  requirements for participation in the Plan and rules for
the  administration  of the Plan,  including  such  delegation of any  administrative  or ministerial  duties  hereunder as it may deem
desirable, that are not inconsistent with the provisions of the Plan.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.04     The Committee shall have the exclusive  discretionary  authority to construe and to interpret the Plan, to decide all
questions of eligibility  for benefits and to determine the amount of such  benefits,  and its decisions on such matters shall be final
and conclusive on all parties.  Without  limiting the generality of the foregoing,  the  determination of the Committee as to whether a
Participant  has retired,  terminated  his service or become  totally and  permanently  disabled  and the date thereof  shall be final,
binding and conclusive upon all persons.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.05     The Company or the Committee  may consult with legal  counsel,  who may be counsel for the Company or other  counsel,
with respect to its  obligations  or duties  hereunder,  or with respect to any action or  proceeding or any question of law, and shall
not be liable with respect to any action taken or omitted by it in good faith pursuant to the advice of such counsel.</FONT></p>

<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.06     Wherever  the context so requires,  words in the  masculine  include the  feminine  and in the  feminine  include the
masculine.</FONT><BR>
<BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.07     This Plan shall be  construed,  administered  and  governed in all  respects  under the  Employee  Retirement  Income
Security Act of 1974, as amended ("ERISA") and, to the extent not preempted by ERISA, by the laws of the State of Georgia.</FONT><BR>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>95</font></center><BR>
<BR>
<BR>
<BR>
<CENTER><b><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Change in
Control Provisions</FONT></b></center>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.01     Cause.  For purposes of this Plan, a termination  for "Cause" is a termination  evidenced by a resolution  adopted in
good faith by two-thirds of the Board that the  Participant  (i)  intentionally  and continually  failed to  substantially  perform his
duties with the Company (other than a failure  resulting  from the  Participant's  incapacity due to physical or mental  illness) which
failure  continued  for a period of at least  thirty (30) days after  written  notice of demand for  substantial  performance  has been
delivered  to the  Participant  specifying  the  manner  in  which  the  Participant  has  failed  to  substantially  perform,  or (ii)
intentionally  engaged in conduct which is demonstrably  and materially  injurious to the Company,  monetarily or otherwise;  provided,
however  that no  termination  of the  Participant's  employment  shall be for Cause as set forth in clause  (ii) above until (x) there
shall have been delivered to the  Participant a copy of a written notice setting forth that the  Participant  was guilty of the conduct
set forth in clause (ii) and  "specifying  the  particulars  thereof in detail,  and (y) the  Participant  shall have been  provided an
opportunity  to be heard by the Board (with the assistance of the  Participant's  counsel if the  Participant so desires).  No act, nor
failure to act, on the Participant's part, shall be considered  "intentional"  unless he has acted or failed to act, with an absence of
good  faith  and  without  a  reasonable  belief  that  his  action  or  failure  to act  was  in the  best  interest  of the  Company.
Notwithstanding  anything  contained in this Agreement to the contrary,  in the case of any  Participant  who is a party to a Severance
Protection  Agreement,  no failure to  perform  by the  Participant  after a Notice of  Termination  (as  defined in the  Participant's
Severance Protection Agreement) is given by the Participant shall constitute Cause for purposes of this Plan.</FONT></p>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>96</font></center><BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.02     Change in Control.  For purposes of this Plan, a Change in Control shall mean any of the following events:</FONT></p>

<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)      The  acquisition  (other than from the  Company) by any "Person" (as the term person is used for purposes of
Sections  13(d) or 14(d) of the  Securities  Exchange Act of 1934,  as amended (the "1934 Act")) of  beneficial  ownership  (within the
meaning of Rule 13d-3  promulgated  under the 1934 Act) of twenty  percent (20%) or more of the combined  voting power of the Company's
then outstanding voting securities; or</FONT><BR>
<BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)      The individuals who, as of September 21,  1989, are members of the Board (the "Incumbent Board"),  cease for
any reason to constitute at least two-thirds of the Board;  provided,  however, that if the election, or nomination for election by the
Company's  stockholders,  of any new director was approved by a vote of at least two-thirds of the Incumbent  Board,  such new director
shall, for purposes of this Plan, be considered as a member of the Incumbent Board; or</FONT><BR>
<BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)      Approval  by  stockholders  of the  Company of (1) a merger or  consolidation  involving  the Company if the
stockholders  of the Company,  immediately  before such merger or  consolidation  do not, as a result of such merger or  consolidation,
own,  directly or indirectly,  more than seventy percent (70%) of the combined voting power of the then outstanding  voting  securities
of the  corporation  resulting  from such merger or  consolidation  in  substantially  the same  proportion  as their  ownership of the
combined voting power of the voting  securities of the Company  outstanding  immediately  before such merger or  consolidation or (2) a
complete liquidation or dissolution of the Company or an agreement for the sale or other  disposition of all or  substantially  all of
the assets of the Company.</FONT><BR>
<BR>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>97</font></center><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding  the  foregoing,  a Change in Control  shall not be deemed to occur  pursuant to Section (a),  solely  because
twenty  percent (20%) or more of the combined  voting power of the Company's then  outstanding  securities is acquired by (i) a trustee
or other fiduciary  holding  securities  under one or more employee  benefit plans maintained by the Company or any of its subsidiaries
or (ii) any  corporation  which,  immediately  prior to such  acquisition,  is owned directly or indirectly by the  stockholders of the
Company in the same proportion as their ownership of stock in the Company immediately prior to such acquisition.</FONT><BR>
<BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.03     Termination  of  Employment.  Notwithstanding  anything  contained in this Plan to the contrary,  if a  Participant's
employment is terminated by the Company (other than for "Cause") or by the  Participant  for any reason within two (2) years  following
a Change in Control,  the Company shall,  within five (5) days, pay to the  Participant a lump sum cash payment of his Primary  Account
and Company Contribution Account with the interest allowance provided for in Article IV credited thereto to the date of payment.</FONT><BR>
<BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.04     Amendment or Termination.  Any amendment or termination of this Plan which a Participant reasonably  demonstrates (i)
was at the request of a third party who has indicated an intention or taken steps  reasonably  calculated to effect a Change in Control
or (ii) otherwise  arose in connection  with or in  anticipation  of a Change in Control,  and which was not consented to in writing by
the Participant shall be null and void, and shall have no effect whatsoever with respect to the Participant.</FONT><BR>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>98</font></center><BR>
<BR>
<BR>
<CENTER><b><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE X</FONT>

<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Transfer of
Accounts</FONT></b></center>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.01    Transfer of Accounts in Deferred  Compensation  Plan for Junior Officers.  A participant in the Junior Officers' Plan
shall have the amounts credited to his "Class Year Accounts" (as defined in the Junior  Officers' Plan)  transferred to the Executives'
Plan  effective  as of October 1, 2000,  or as soon  thereafter  as is  practical.  The  amounts  credited to the  sub-accounts  in the
Participant's  Class Year Accounts in the Junior  Officers' Plan shall be credited to the like  sub-accounts in his Class Year Accounts
under the  Executives'  Plan and shall  thereafter be held and  distributed in accordance  with the rules of the Plan applicable to the
Class Year Accounts.</FONT></p>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>99</font></center><BR>


<CENTER><b><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Appendix A</FONT>

<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Adopting
Employers</FONT></b></center><BR>
<BR>


<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;National Service Industries, Inc. of Georgia</font><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NSI Enterprises, Inc.</font><BR>
<BR>
<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>100</font></center><BR><BR>
<BR>
<BR>
                                                   <center><u><b>NATIONAL SERVICE INDUSTRIES, INC.<BR>
                                               APPLICATION FOR DEFERRAL OF COMPENSATION</b></u></center><BR>
<BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I
hereby elect to defer the following amount of any performance or discretionary
bonus which is earned by me for the Company&#146;s Fiscal Year commencing on
September 1 next following the date signed below. If the amount specified below
is greater than the maximum amount deferrable under the Plan, the amount
deferred will be reduced as required by the Plan. <BR>
<BR>
         (Please check)<BR>
         [  ]     $_____________<BR>
         [  ]     ______% of bonus<BR>
         [  ]     All over $_________<BR>
         [  ]     Other ___________________________________________________________<BR>
                  ________________________________________________________________<BR>
         I have received a copy of the Plan and understand all of the provisions in it.<BR>
<BR>
                                                        BENEFICIARY DESIGNATION<BR>
<BR>
         In the event of my death  before my entire  interest  in the Plan has been  distributed,  any  unpaid  balances  in my Account
should be paid to:<BR>
Primary____________________________                       ____________________________________<BR>
Beneficiary(ies) Name                                                      Relationship<BR>
<BR>
         In the event my Primary Beneficiary Predeceases me, my Account balance should be paid to:<BR>
<BR>
Contingent_________________________                       ____________________________________<BR>
Beneficiary(ies) Name                                                      Relationship<BR>
<BR>
              _________________________                   ____________________________________<BR>
                   Name                                                    Relationship<BR>
<BR>
Date:  _____________________________                      Signature:____________________________<BR>
<BR>
<BR>
<BR>
                                                                           Print Name<BR></font>

<center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>101</font></center><BR>
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