NATIONAL SERVICE INDUSTRIES INC
EX-10.IIIA48A BENEFITS PROTECTION TRUST AGREEMENT
<DOCUMENT>
<TYPE>EX-10.IIIA48A
<SEQUENCE>10
<FILENAME>g76849exv10wiiia48a.txt
<DESCRIPTION>EX-10.IIIA48A BENEFITS PROTECTION TRUST AGREEMENT
<TEXT>
<PAGE>

                                                           EXHIBIT 10(iii)A48(a)

                                TABLE OF CONTENTS
                                -----------------

<TABLE>
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                                                                                                                      PAGE
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<S>              <C>                                                                                                  <C>
ARTICLE 1:       Definitions............................................................................................3

ARTICLE 2:       Creation of Trust......................................................................................6

ARTICLE 3:       Trustee Expense Account................................................................................7

ARTICLE 4:       Benefit Account........................................................................................9

ARTICLE 5:       Payments from the Trust...............................................................................10

ARTICLE 6:       Management of Trust Assets............................................................................11

ARTICLE 7:       Administrative Powers.................................................................................14

ARTICLE 8:       Insurance and Annuity Contracts.......................................................................15

ARTICLE 9:       Trustee's Powers After a Change in Control............................................................18

ARTICLE 10:      Taxes, Expenses and Compensation of Trustee...........................................................22

ARTICLE 11:      General Duties of Trustee.............................................................................23

ARTICLE 12:      Indemnification.......................................................................................24

ARTICLE 13:      No Duty to Advance Funds..............................................................................25

ARTICLE 14:      Accounts..............................................................................................25

ARTICLE 15:      Administration of the Plans; Communications...........................................................27

ARTICLE 16:      Resignation or Removal of Trustee.....................................................................29

ARTICLE 17:      Amendment of Agreement; Termination of Trust..........................................................31

ARTICLE 18:      Prohibition of Diversion..............................................................................33

ARTICLE 19:      Prohibition of Assignment of Interest.................................................................35

ARTICLE 20:      Miscellaneous.........................................................................................35
</TABLE>


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                        NATIONAL SERVICE INDUSTRIES, INC.
                            BENEFITS PROTECTION TRUST


<PAGE>

                        NATIONAL SERVICE INDUSTRIES, INC.

                       BENEFITS PROTECTION TRUST AGREEMENT

         THIS AGREEMENT, made as of the __ day of _____________ 1990, by and
between National Service Industries, Inc., a corporation organized and existing
under the laws of the State of Delaware, and Wachovia Bank and Trust Company, a
national banking association organized and existing under the laws of the United
States of America (hereinafter referred to as the "Trustee").

                               W I T N E S S E T H

         WHEREAS, the Company has adopted and, in some instances, its Affiliates
may, prior to a "Change in Control" (as hereinafter defined) adopt, the "Plans"
(as hereinafter defined) and, prior to a Change in Control, the Company and its
Affiliates may adopt or enter into other plans or agreements, amend, modify or
terminate any Plan in accordance with its terms or to comply with any changes in
the law and increase the number of Participants in any such Plan;

         WHEREAS, the Company desires to establish a Benefits Protection Trust
(hereinafter referred to as this "Trust") in order to ensure that "Participants"
(as hereinafter defined) and their beneficiaries will receive the benefits which
the Company and its Affiliates are obligated to provide for them or which they
reasonably anticipate receiving pursuant to the Plans;

         WHEREAS, the Trustee is not a party to the Plans;

         WHEREAS, the aforesaid obligations of the Company are not funded or
otherwise secured and the Company has agreed to take steps to assure that the
future payment of amounts


<PAGE>

under such Plans will not be improperly withheld in the event that a "Threatened
Change in Control" (as hereinafter defined) or Change in Control of the Company
should occur;

         WHEREAS, for purposes of assuring that such payments will not be
improperly withheld, the Company desires to: (a) deposit with the Trustee,
subject to the claims of the company's existing or future general creditors,
amounts of cash or marketable securities for the payment of (i) benefits to
Participants and their beneficiaries which may become payable under the Plans
and (ii) fees and-expenses of the Trustee in pursuing claims of the Participants
and their beneficiaries against the Company or any of its Affiliates for such
payments and/or in requiring the Company to deposit sufficient cash or
marketable securities in this Trust to pay benefits under the Plans; and (b)
retain the right to deposit with the Trustee, subject to the same conditions,
further amounts of cash or marketable securities for the payment of amounts
under such Plans as they may become due and payable;

         WHEREAS, the Company established the National Service Industries, Inc.
Executive Benefits Trust (the "Executive Trust") for the benefit of Participants
and their beneficiaries upon a Change in Control; and

         WHEREAS, upon a Change in Control, the assets and Plans held in the
Benefit Account of this Trust will be transferred to the Executive Trust to be
held for the benefit of Participants and their beneficiaries in accordance with
the terms thereof.

         NOW, THEREFORE, in consideration of the respective agreements of the
Company and the Trustee contained herein, it is agreed as follows:


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<PAGE>

         ARTICLE 1: Definitions.

                  1.1      "Affiliate" shall mean any corporation, partnership
or other entity, the majority interest in which is held by the Company directly
or through one or more intermediaries.

                  1.2      The "Board" shall mean the Board of Directors of the
Company.

                  1.3      "Change in Control" shall mean any of the following
events:

                           (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

                           (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 Agreement, be considered as a
member of the Incumbent Board; or

                           (c)      Approval by stockholders of the Company of
(i) 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

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securities of the Company outstanding immediately before such merger or
consolidation or (ii) 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.

         Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur pursuant to Section 1.3(a) of this Article 1, 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 (hereinafter referred to individually as a "Related
Person" and collectively as "Related Persons").

                  1.4      "Company" shall mean National Service Industries,
Inc., its successors and assigns.

                  1.5      "Participants" shall mean active and former employees
of the Company and/or of its Affiliates who are participants in or who have a
claim to receive benefits under any of the Plans.

                  1.6      "Plaintiffs" shall mean the Participants and their
beneficiaries.

                  1.7      "Plans" shall mean the Executives' Deferred
Compensation Plan, Supplemental Retirement Plan for Executives, Senior
Management Benefit Plan, 1984 Special Deferred Supplemental Bonus Plans for
Messrs. Kirschner, Maziar and McClung, and 1987 Special Deferred Supplemental
Bonus Plans for Messrs. Kirschner, Gurbacki, Maziar and McClung, Severance
Protection Agreements with senior corporate officers and division 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



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<PAGE>

presidents, and any other plans or agreements that are adopted by the Company or
its Affiliates prior to a Change in Control, in all cases as listed on Schedule
1 as may be amended from time to time prior to a Change in Control.

                  1.8      "Related Person" shall have the meaning set forth in
the last paragraph of Section 1.3.

                  1.9      "Threatened Change in Control" shall mean the
occurrence of any of the following events:

                           (a)      when the Company is aware of or is
contemplating, a proposal (a "Proposal") for any Person other than a Related
Person (1) to acquire five percent (5%) or more of the voting power of the
Company's outstanding securities, or (2) to merge or consolidate with another
entity, transfer or sell assets of the Company, or liquidate or dissolve the
Company, in each case described in this clause (2) in a transaction that would
constitute a Change in Control; or

                           (b)      any Person other than a Related Person,

                                    (1)      acquires five percent (5%) or more
         of the voting power of the Company's outstanding securities, other than
         as a holder whose investment in the Company is eligible to be reported
         on Schedule 13G pursuant to Rule 13d-l(b)(1) promulgated under the 1934
         Act, or

                                    (2)      initiates a tender or exchange
         offer to acquire such number of securities as would result in such
         person holding twenty percent (20%) or more of the voting power of the
         Company's outstanding securities, or


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<PAGE>

                                    (3)      solicits proxies for votes to elect
         members of the Board at a shareholders' meeting of the Company.

                  1.10     "Threatened Change in Control Period" shall mean the
period commencing on the date that a Threatened Change in Control has occurred
and ending upon:

                           (a)      the date the Proposal referred to in Section
1.9(a) of this Article 1 is abandoned;

                           (b)      the acquisition of five percent (5%) of the
voting power of the Company's outstanding securities by the Person referred to
in Section 1.9(a)(1) if such acquisition does not constitute a Threatened Change
in Control under Section 1.9(b)(1);

                           (c)      the date when any person described in
Section 1.9(b) of this Article 1, (1) shall own less than five percent (5%) of
the voting power of the Company's outstanding securities, (2) shall have
abandoned the tender or exchange offer, or (3) shall not have elected a member
of the Board as the case may be; or

                           (d)      the date a Change in Control occurs.

         ARTICLE 2: Creation of Trust.

                  2.1      The Company hereby establishes with the Trustee and
the Trustee hereby accepts a trust consisting of two accounts, established by
the Trustee, for purposes of accounting for funds delivered to the Trustee by
the Company. One such account shall be known as the "Trustee Expense Account,"
and shall be used exclusively to pay the fees, expenses and indemnities due or
incurred by the Trustee in accordance with the terms of this Agreement. The
other such account shall be known as the "Benefit Account," and shall be used to
make payments under the Plans. The Benefit Account shall be divided into
separate sub-accounts for each Plan


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<PAGE>

which is funded by the Company in accordance with Section 4.1 of Article 4. A
separate Trustee Expense Account and Benefit Account shall be established for
each Affiliate. The Trustee, for investment purposes only, may commingle all
Trust assets and treat them as a single fund, but the records of the Trustee at
all times shall show the percentages of the Trust Fund allocable to each of the
several accounts and sub-accounts.

                  2.2      The Company and the Trustee agree that this Trust
created herein shall be revocable by the Company at any time prior to or
subsequent to a Threatened Change in Control Period and prior to a Change in
Control, but shall not be revocable by the Company or by any successor thereto
during a Threatened Change in Control Period or after the occurrence of a Change
in Control. The Trust established hereunder is intended to be a grantor trust
within the meaning of Section 671 of the Internal Revenue Code of 1986, as
amended (the "Code"), and all interest and other income earned on the investment
of this Trust shall for such purposes be the property of, and taxable to, the
Company. All taxes on or with respect to this Trust shall be payable by the
Company from its separate funds and shall not be a charge against this Trust.

                  2.3      Prior to a Change in Control, the Company and its
affiliates may add Plans to, and Participants in the Plans under which benefits
are payable from, this Trust by amending Schedule 1 and notifying the Trustee in
writing. If the Company or its affiliates amend any of the Plans, it shall send
to the Trustee a copy of any such amendments and no consent of the-Trustee to
such amendments is required.

         ARTICLE 3: Trustee Expense Account.

                  3.1      Concurrently with the execution of this Trust, the
Company will deliver to the Trustee, to be held in trust hereunder and credited
to the Trustee Expense Account, the sum


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<PAGE>

of one million dollars ($1,000,000) in cash or marketable securities, to be
administered and disposed of by the Trustee as provided herein.

                  3.2      At any time, the Trustee may require the Company to
deliver additional amounts in cash or marketable securities to this Trust, to be
credited to the Trustee Expense Account. The Trustee shall make written demand
for any such additional amount, and the Company will comply with such demand
within fifteen (15) days of its receipt thereof. In the event the Company fails
to provide the Trustee with such additional amount within fifteen (15) days of
the receipt by the Company of such written demand prior to or subsequent to a
Threatened Change in Control Period and prior to a Change in Control, the
Trustee shall have the right to resign in accordance with Section 16.1 of
Article 16.

                  3.3      At any time, the Company shall have the unlimited
right to deliver cash or marketable securities reasonably acceptable to the
Trustee to be credited to the Trustee Expense Account. Any amount (together with
the income attributable thereto) which is over and above the amounts described
in Section 3.1 may be withdrawn by the Company at any time prior or subsequent
to a Threatened Change in Control Period and prior to a Change in Control.
Notwithstanding anything contained in this Agreement to the contrary, the
Company shall not make any withdrawal from this Trust during a Threatened Change
in Control Period or after the occurrence of a Change in Control.

                  3.4      Upon the occurrence of a Threatened Change in Control
and a Change in Control, the Company shall contribute to the Trustee Expense
Account sufficient cash to provide for the Litigation (as defined in Section 9.3
of Article 9) expenses of all Plaintiffs as determined by the Trustee.


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<PAGE>

         ARTICLE 4: Benefit Account.

                  4.1      Concurrently with the execution of this Trust, the
Company will deliver to the Trustee, to be held in trust hereunder and credited
to the Benefit Account, the sum of eighteen million dollars ($18,000,000) in
cash or marketable securities, to be administered and disposed of by the Trustee
as provided herein.

                  4.2      At any time, the Company shall have the unlimited
right to deliver cash or marketable securities reasonably acceptable to the
Trustee to be credited to the Benefit Account. Any such delivery shall be
accepted by the Trustee accompanied by a designation of the Plan or Plans under
the provisions of which such funds are to be disbursed and if more than one Plan
is being funded, the amount being allocated in respect of each Plan. Such
delivery shall be credited to a separate sub-account within the Benefit Account
for each Plan in respect of which funds are being provided. Any amount (together
with the income attributable thereto) may be withdrawn by the Company at any
time prior or subsequent to a Threatened Change in Control Period and prior to a
Change in Control.

         Immediately upon the occurrence of a Threatened Change in Control and a
Change in Control, the Company shall contribute sufficient cash to the Benefit
Account to pay all benefits payable (whether payable currently or on a deferred
basis) under all the Plans as determined by the Trustee in its discretion.

                  4.3      During a Threatened Change in Control Period or after
the occurrence of a Change in Control, if the Trustee determines that the funds
in the Benefit Account are insufficient to fully pay all payments and benefits
under the Plans, the Trustee shall make a written demand on the Company to
provide funds in an amount determined by the Trustee in its


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<PAGE>

discretion. The Company shall transfer such funds within fifteen (15) days from
the time the written demand is mailed.

         ARTICLE 5: Payments from the Trust.

                  5.1      The Company shall, from time to time, furnish the
Trustee with such written information regarding the Participants and
beneficiaries under the Plans and the amount and/or method of determination of
benefits under the Plans (hereinafter referred to as "Participant Data") as the
Company deems relevant or as the Trustee shall request in writing. The Company
shall, after a Change in Control, furnish the Trustee with such Participant Data
and other information as the Trustee may from time to time request within thirty
(30) days of such request. The Company shall, from time to time, but not less
frequently than annually, update Participant Data with respect to all Plans.

         After a Change in Control and subject to Section 17.3, the Trustee
shall, without direction from the Company, to the extent funds are available in
the Benefit Account for such purpose, make payments to Participants and
beneficiaries in such manner and in such amounts as the Trustee shall determine
they are entitled to be paid under the Plans based on the most recent
Participant Data furnished to the Trustee by the Company and any supplemental
information furnished to the Trustee by a Participant or beneficiary upon which
the Trustee may reasonably rely in making such determination. The Trustee shall
have the power to interpret the provisions of the Plans and this Agreement in
making its determination.

                  5.2      After a Change in Control, in the event the Internal
Revenue Service issues a notice of deficiency to any Participant and/or
beneficiary of a Plan stating that such Participant and/or beneficiary is
subject to any tax by reason of any undistributed interest in this Trust, the
Trustee, upon presentation of (i) a copy of such determination and (ii) written
direction


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from the Participant and/or beneficiary, shall distribute to such Participant
and/or beneficiary a lump sum cash payment equal to the amount included in such
Participant's or beneficiary's gross income by reason of any interest in this
Trust. The Trustee shall not be liable in any way for any payment made pursuant
to any such written direction. Any benefit to which such Participant and/or
beneficiary subsequently becomes entitled shall be offset in such manner as the
Trustee shall determine in its discretion by the amount previously distributed
pursuant to the preceding provisions of this Section 5.2 determined on a present
value basis pursuant to the applicable federal rate (as defined in Section
1274(d) of the Code) as in effect from time to time.

                  5.3      Payments to Participants and beneficiaries pursuant
to Sections 5.1 and 5.2 of this Article 5 shall be made by the Trustee to the
extent that funds in the Benefit Account for such purpose are sufficient to
allow such payments. In any month in which the Trustee determines that one or
more sub-accounts in the Benefit Account does not have sufficient funds to
provide for the payment of all amounts otherwise payable to Participants and
beneficiaries in such month under a Plan or Plans, the amount otherwise payable
to each such Participant or beneficiary under such Plan or Plans during such
month shall be multiplied by a fraction, the numerator of which is the amount of
funds then available for the payment of benefits under such Plan or Plans and
the denominator of which is the total of the benefits payable prior to such
reduction during such month to all Participants and beneficiaries under such
Plan or Plans.

         ARTICLE 6: Management of Trust Assets.

                  6.1      Prior to a Change in Control, this Trust's assets
shall be held, invested and reinvested by the Trustee as designated by the
written direction of the Company from time to time. The Trustee shall not be
under any duty, or have any right, to question any such directions of the
Company or to review any securities or other property held pursuant to such
direction, or


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<PAGE>

to make any suggestions to the Company in connection therewith; and the Trustee
shall as promptly as practicable comply with any directions given by the Company
hereunder. The Trustee shall not be liable for following the directions from the
Company prior to a Change in Control if there is a loss due to investments
directed by the Company. In exercising the powers of the Company under this
Section 6.1 of Article 6, the Company shall act by its Corporate Treasurer or
his written designees, each of whom is fully authorized to exercise such powers.
The Trustee may, and shall, follow the written directions signed by said
Corporate Treasurer or such designees.

                  6.2      In the absence of written direction of the Company,
the Trustee shall invest the assets as if a Change in Control had occurred as
provided in Section 6.3 of this Article 6 and Article 9.

                  6.3      After the occurrence of a Change in Control, the
Trustee shall have exclusive authority and discretion to manage and control this
Trust's assets and may employ investment managers, including affiliates of the
Trustee, to manage the investment of this Trust's assets. Pursuant to such
authority and discretion, the Trustee may exercise, from time to time and at any
time, the power:

                           (a)      to invest and reinvest this Trust, without
distinction between principal and income, in shares of stock (whether common or
preferred) or other evidences of ownership, bonds, debentures, notes or other
evidences of indebtedness, unsecured or secured by mortgages on real or personal
property wherever situated (including any part interest in a bond and mortgage
or note and mortgage whether insured or uninsured) and other property, or part
interest in property, real or personal, foreign or domestic, and in order to
reduce the rate of

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<PAGE>
interest rate fluctuations, contracts, as either buyer or seller, for the
future delivery of United States Treasury securities and comparable
federal-government-backed securities;

                           (b)      to sell, convey, redeem, exchange, grant
options for the purchase or exchange of, or otherwise dispose of, any real or
personal property, at public or private sale, for cash or upon credit, with or
without security, without obligation on the part of any person dealing with the
Trustee to see to the application of the proceeds of or to inquire into the
validity, expediency or propriety of any such disposition;

                           (c)      to exercise, personally or by general or
limited proxy, the right to vote any shares of stock, bonds or other securities
held in this Trust, to delegate discretionary voting power to trustees of a
voting trust for any period of time, and to exercise, personally or by power of
attorney, any other right appurtenant to any securities or other property of
this Trust;

                           (d)      to join in or oppose any reorganization,
recapitalization, consolidation, merger or liquidation, or any plan therefor, or
any lease, mortgage or sale of the property of any organization the securities
of which are held in this Trust; to pay from this Trust any assessments, charges
or compensation specified in any plan of reorganization, recapitalization,
consolidation, merger or liquidation; to deposit any property with any committee
or depositary; and to retain any property allotted to this Trust in any
reorganization, recapitalization, consolidation, merger or liquidation;

                           (e)      to exercise or sell any conversion or
subscription or other rights appurtenant to any stock, security or other
property held in this Trust;

                           (f)      to borrow from any lender (including the
Trustee in its individual capacity) money, in any amount and upon any reasonable
terms and conditions, for purposes of


                                       13
<PAGE>

this Agreement, and to pledge or mortgage any property held in this Trust to
secure the repayment of any such loan;

                           (g)      to compromise, settle or arbitrate any
claim, debt, or obligation of or against this Trust; to enforce or abstain from
enforcing any right, claim, debt or obligation (subject to the provisions of
Section 9.3 of Article 9), and to abandon any property determined by it to be
worthless;

                           (h)      to make loans of securities held in this
Trust to registered brokers and dealers upon such terms and conditions as are
permitted by applicable law and regulations, and in each instance to permit the
securities so lent to be registered in the name of the borrower or a nominee of
the borrower, provided that in each instance the loan is adequately secured and
neither the borrower nor any affiliate of the borrower has discretionary
authority or control with respect to the assets of this Trust involved in the
transaction or renders investment advice with respect to those assets; and

                           (i)      to invest and reinvest any property in this
Trust in any other form or type of investment not specifically mentioned in this
Section.

         ARTICLE 7: Administrative Powers.

         The Trustee shall have and in its sole and absolute discretion may
exercise from time to time and at any time the following administrative powers
and authority with respect to this Trust:

                  7.1      To hold property of this Trust in its own name or in
the name of a nominee or nominees, without disclosure of this Trust, or in
bearer form so that it will pass by delivery, but no such holding shall relieve
the Trustee of its responsibility for the safe custody and disposition of this
Trust in accordance with the provisions of this Agreement; the Trustee's books
and records shall at all times show that such property is part of this Trust;
and the Trustee


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<PAGE>

shall be absolutely liable for any loss occasioned by the acts of its nominee or
nominees with respect to securities registered in the name of the nominee or
nominees.

                  7.2      To organize and incorporate under the laws of any
state it may deem advisable one or more corporations (and to acquire an interest
in any such corporation that it may have organized and incorporated) for the
purpose of acquiring and holding title to any property, interests or rights that
the Trustee is authorized to acquire under Article 6 hereof.

                  7.3      To employ in the management of this Trust suitable
agents, without liability for any loss occasioned by any such agents selected by
the Trustee with the care, skill., prudence and diligence under the
circumstances then prevailing that a prudent person acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims.

                  7.4      To make, execute and deliver, as Trustee, any deeds,
conveyances, leases, mortgages, contracts, waivers or other instruments in
writing that the Trustee may deem necessary or desirable in the exercise of its
powers under this Agreement.

                  7.5      To do all other acts that the Trustee may deem
necessary or proper to carry out any of the powers set forth in this Agreement
or otherwise in the best interests of this Trust.

         ARTICLE 8: Insurance and Annuity Contracts.

                  8.1      The Trustee, upon written direction of the Company
prior to a Change in Control, shall pay from the Benefit Account such sums to
such insurance company or companies as the Company may direct for the purpose of
procuring participating or nonparticipating insurance and/or annuity contracts
for the Plans (hereinafter referred to as "Contracts"). The Company shall
prepare, or cause to be prepared in such form as it shall prescribe, the
application


                                       15
<PAGE>

for any Contract to be applied for. The Trustee shall receive and hold in this
Trust, subject to the provisions hereinafter set forth in this Article 8, all
Contracts so obtained.

                  8.2      The Trustee shall be the complete and absolute owner
of Contracts held in this Trust and, upon written direction of the Company prior
to a Change in Control, shall have power, without the consent of any other
person, to exercise any and all of the rights, options or privileges that belong
to the absolute owner of any Contract held in this Trust or that are granted by
the terms of any such Contract or by the terms of this Agreement. Prior to a
Change in Control, the Trustee shall have no discretion with respect to the
exercise of any of the foregoing powers or the taking of any other action
permitted by any Contract held in this Trust, but shall exercise such powers or
take such action only upon the written direction of the Company and the Trustee
shall have no duty to exercise any of such powers or to take any such action
unless and until it shall have received such direction. After a Change in
Control, the Trustee shall exercise, without directions from the Company, any
and all of the rights, options or privileges that belong to the absolute owner
of any Contract held in this Trust or that are granted by the terms of any such
Contract or by the terms of this Agreement. The Trustee, upon the written
direction of the Company prior to a change in Control, shall deliver any
Contract held in this Trust to such person or persons as may be specified in the
direction,

                  8.3      The Trustee shall hold in this Trust the proceeds of
any sale, assignment or surrender of any Contract held in this Trust and any and
all dividends and other payments (including death benefits) of any kind received
in respect of any Contract held in this Trust.

                  8.4      Upon the written direction of the Company prior to a
Change in Control, the Trustee shall pay from the Benefit Account, premiums,
assessments, dues, charges and interest, if any, upon any Contract held in this
Trust. The Trustee shall have no duty to make any


                                       16
<PAGE>

such payment unless and until it shall have received such direction. After a
Change in Control, the Trustee shall pay from the Benefit Account premiums,
assessments, dues, charges and interest, if any, upon any Contract held in this
Trust, without direction from the Company.

                  8.5      No insurance company that may issue any Contract or
Contracts held in this Trust shall be deemed to be a party to this Agreement for
any purpose, or to be responsible in any way for the validity of this Agreement
or to have any liability under this Agreement other than as stated in each
Contract that it may issue. Any insurance company may deal with the Trustee as
sole owner of any Contract issued by it and held in this Trust without inquiry
as to the authority of the Trustee to act, and may accept and rely upon any
written notice, instruction, direction, certificate or other communication from
the Trustee believed by it to be genuine and to be signed by an officer of the
Trustee and shall incur no liability or responsibility for so doing. Any sums
paid out by any insurance company under any of the terms of a Contract issued by
it and held in this Trust either to the Trustee, or, in accordance with the
direction of the Trustee, to any other person or persons designated as payees in
such Contract shall be a full and complete discharge of the liability to pay
such sums, and the insurance company shall have no obligation to look to the
disposition of any sums so paid. No insurance company shall be required to
review the terms of this Agreement, to question any action of the Trustee or to
ensure that any action of the Trustee is authorized by the terms of this
Agreement.

                  8.6      Notwithstanding anything contained herein to the
contrary, neither the Company nor the Trustee shall be liable for the refusal of
any insurance company to issue or change any Contract or Contracts or to take
any other action requested by the Trustee; nor for the form, genuineness,
validity, sufficiency or effect of any Contract or Contracts held in this Trust;
nor for the act of any person or persons that may render any such Contract or
Contracts null and


                                       17
<PAGE>

void; nor for the failure of any insurance company to pay the proceeds and
avails of any such Contract or Contracts as and when the same shall become due
and payable; nor for any delay in payment resulting from any provision contained
in any such Contract or Contracts; nor for the fact that for any reason
whatsoever (other than their own negligence or willful misconduct) any Contract
or Contracts shall lapse or otherwise become uncollectable.

         ARTICLE 9: Trustee's Powers After a Change in Control.

                  9.1      After a Change in Control, the Trustee shall exercise
for the sole benefit of Participants and their beneficiaries any of the powers
set forth in Section 6.3 of Article 6 and Sections 8.2 through 8.6 of Article 8
without direction from the Company, including the power to negotiate for and
purchase Contracts whose rates of return and maturity dates may reasonably be
expected to permit the Trust to discharge any or all of the obligations of the
Company and its Affiliates under the Plans.

                  9.2      (a) As soon as practicable following a Change in
Control, the Trustee shall notify in writing each Participant and beneficiary of
the amount of his or her benefit (accrued or contingent) under the Plans.
Thereafter, the Trustee shall provide each Participant and his or her
beneficiary by March 1 of each year, with an account statement (the "Account
Statement") as of December 31 of the prior calendar year. The Account Statement
shall contain a statement of the amount of benefit payments to which the
Participant is or may be entitled, a summary of the assets of the Trust, and a
statement notifying the Participant or beneficiary that he or she has the right
to receive or examine a copy of this Agreement and examine the Trustee's account
filed with the Company pursuant to Section 14.1 of Article 14 hereof. In
addition, the Trustee shall notify each Participant or beneficiary of any
failure by the Company to provide the Participant


                                       18
<PAGE>

Data referred to in Section 5.1 of Article 5 hereof or to make contributions
pursuant to Articles 3 and 4.

                           (b)      Within thirty (30) days after a Change in
Control, the Company (or upon its failure, the Trustee) shall notify in writing
all Participants and their beneficiaries who may be entitled to receive benefits
under the Plans, of the Trustee's availability to aid them in pursuing any
claims they may have against the Company under the terms of those Plans under
which they are covered. The Company (or upon its failure, the Trustee) shall
provide such notice by (1) personal delivery or (2) certified mail return
receipt requested to all Participants and/or the beneficiaries described above
to their last known address.

                           (c)      As soon as practicable following the
commencement of "Litigation" (as hereinafter defined) on behalf of any
Plaintiff, the Trustee shall notify in writing each other Participant and
beneficiary of the commencement of the Litigation, the nature of the claim, the
judicial forum and any other information that the Trustee determines is
relevant.

                  9.3      (a) If, after a Change in Control, a Plaintiff
notifies the Trustee that the Company (or insurance company, contract
administrator or any other party acting on the Company's behalf, if applicable)
has refused to pay a claim under any of the Plans, then, unless the Trustee
shall determine that the claim has no basis in law and fact, the Trustee:

                                    (1)      will promptly attempt to negotiate
         with the Company (or insurance company, contract administrator or any
         other party acting on the Company's behalf, if applicable) to obtain
         payment, settlement, or other disposition of the claim, subject to the
         consent of the Plaintiff;


                                       19
<PAGE>

                                    (2)      will, if negotiations fail within
         ninety (90) days to result in a payment, settlement or other
         disposition agreeable to the Plaintiff, upon the receipt of written
         authorization from the Plaintiff in substantially the form attached
         hereto as Exhibit A, institute and maintain legal proceedings
         (hereinafter referred to as the "Litigation") against the Company or
         other appropriate person or entity to recover on the claim on behalf of
         the Plaintiff; and

                                    (3)      may, subject to the consent of the
         Plaintiff, settle or discontinue the Litigation.

                           (b)      The Trustee shall direct the course of the
Litigation and shall keep the Plaintiff informed of the progress of the
Litigation as the Trustee deems appropriate, but no less frequently than
quarterly. If, during the Litigation:

                                    (1)      the Plaintiff directs in writing
         that the Litigation on behalf of the Plaintiff be settled or
         discontinued, the Trustee shall take all appropriate action to follow
         such direction, provided that the written direction specifies the terms
         and conditions of the settlement or discontinuance, and further
         provided that the Plaintiff, if requested by the Trustee, shall execute
         and deliver to the Trustee a document in a form acceptable to the
         Trustee releasing and holding harmless the Trustee from any liability
         resulting from the Trustee's following such direction;

                                    (2)      the Plaintiff refuses to consent to
         the settlement or other disposition of the Litigation on terms
         recommended in writing by the Trustee or does not agree with the
         Trustee's conduct of the Litigation, the Trustee may proceed, in its
         sole and absolute discretion, to take such action as it deems
         appropriate in the Litigation, including entering into settlement or
         discontinuance of the Litigation; provided, however


                                       20
<PAGE>

that the Trustee shall first afford the Plaintiff at least fourteen (14) days'
advance notice of any decision to settle or otherwise discontinue the
Litigation; provided, further, however, that the Trustee shall not be authorized
to proceed in the Litigation on behalf of the Plaintiff after (i) the Plaintiff
shall have revoked in writing the authorization of the Trustee to proceed on his
behalf (in substantially the form attached hereto as Exhibit B) and shall have
delivered such writing to the Trustee and (ii) the Plaintiff shall have
appointed his own counsel, whose fees and expenses are to be paid by the
Plaintiff and who shall appear in the Litigation on behalf of the Plaintiff in
lieu of counsel retained by the Trustee. Thereafter, the Trustee shall have no
obligation to proceed further on behalf of such Plaintiff or to pay from the
Trustee Expense Account any costs or expenses incurred in the Litigation after
the date of the delivery of such writing.

                           (c)      The Trustee is empowered to retain, at the
expense of this Trust and chargeable to the Trustee Expense Account, counsel and
other appropriate experts, including actuaries and accountants, to aid it in
making any determination under this Article 9 and to pursue or settle any
Litigation. The Trustee shall have the discretion to determine the form and
nature that any Litigation against the Company, or other appropriate person or
entity, shall take, and the procedural rules and laws applicable to such
Litigation shall supersede any inconsistent provision in this Agreement.

                  9.4      After a Change in Control, the Trustee shall bill the
Company directly, on a monthly basis, for all fees and expenses described in
Section 10.2. The Trustee may commence legal action against the Company to
recover any amount not paid within thirty (30) days of the billing date, and
shall be obligated to commence such an action if the Company's failure to pay
causes a reduction in the assets of the Trustee Expense Account contributed


                                       21
<PAGE>

pursuant to Article 3 such that the Trustee Expense Account is insufficient to
pay for all expenses that may be incurred in connection with the Litigation.

                  9.5      After a Change in Control, the Trustee shall be
obligated to commence legal action to compel the Company to provide funds to pay
benefits under all Plans if the Trustee has issued a demand pursuant to Section
4.3 of Article 4 and the Company has failed to transfer the demanded funds in a
timely fashion under Section 4.3 of Article 4.

         ARTICLE 10: Taxes, Expenses and Compensation of Trustee.

                  10.1     The Company shall pay any federal, state, local or
other taxes imposed or levied with respect to the assets and/or income of this
Trust or any part thereof under existing or future laws, and the Company, in its
discretion, may contest the validity or amount of any tax, assessment, claim or
demand respecting this Trust or any part thereof. The Trustee shall deduct and
pay to the appropriate taxing authorities any payroll taxes required to be
withheld with respect to any payments made pursuant to this Trust.

                  10.2     The Trustee shall be reimbursed by the Company on a
monthly basis, or on such other basis as the Trustee deems reasonable, for the
fees and expenses set forth in Schedule 2 attached hereto and its reasonable
expenses, including but not limited to the retention of legal counsel (including
but not limited to legal counsel and other professionals retained pursuant to
Article 11 and to legal counsel retained to represent the Trustee in any action
brought by the Company or any Participant against the Trustee), accountants and
actuaries and such other professionals as the Trustee determines are necessary
or appropriate to enable it to perform its services as Trustee.


                                       22
<PAGE>

         ARTICLE 11: General Duties of Trustee.

                  11.1     The Trustee shall discharge its duties under this
Agreement solely in the interest of the Participants and their beneficiaries and
(a) for the exclusive purpose of providing benefits to such Participants and
their beneficiaries and defraying reasonable expenses of administering this
Trust; and (b) with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims.

                  11.2     (a) The Company shall notify the Trustee of any facts
of which its officers have knowledge which have caused the commencement or
termination of a Threatened Change in Control Period or the occurrence of a
Change in Control.

                           (b)      The Trustee is responsible for ascertaining
whether a Change in Control has occurred.

                  11.3     The Trustee may consult with counsel, who may be
counsel for the Company prior to a Change in control or for the Trustee in its
individual capacity, and shall not be deemed imprudent by reason of its taking
or refraining from taking any action in accordance with the opinion of counsel.

                  11.4     The Company may designate in writing, prior to a
Change in Control, counsel to be retained by the Trustee after a Change in
Control to enforce the rights of Participants and beneficiaries to benefits
under the Plans. If the designated counsel declines to provide representation,
or the Trustee is not satisfied with the quality of representation provided, the
Trustee may dismiss the designated law firm and engage another qualified law
firm for this purpose; provided, however, that the law firm so engaged may not
be the same law firm which represents the Trustee with respect to its
responsibilities as Trustee in its individual capacity


                                       23
<PAGE>

under this Agreement. The Company may not dismiss or engage such counsel or
cause the Trustee to engage or dismiss such counsel after a Change in Control.

         ARTICLE 12: Indemnification.

                  12.1     The Company agrees, to the extent permitted by law,
to indemnify and hold the Trustee harmless from and against any liability that
the Trustee may incur in the administration of this Trust (including attorneys'
fees and expenses), unless arising from the Trustee's own gross negligence,
willful misconduct, or willful breach of the provisions of its obligations under
this Agreement. The Trustee shall not be required to give any bond or any other
security for the faithful performance of its duties under this Agreement, except
as required by law.

                  12.2     Any amount payable to the Trustee under this Article
12 and not previously paid by the Company shall be paid by the Company promptly
upon written demand therefor by the Trustee or, if the Company fails to make
payment within fifteen (15) days after such written demand, from the Trustee
Expense Account, and, if the Trustee Expense Account is insufficient, then from
the Benefit Account.

         In the event that payment is made hereunder to the Trustee from the
Trustee Expense Account, the Trustee shall promptly notify the Company in
writing of the amount of such payment. The Company agrees that, upon receipt of
such notice, it will deliver to the Trustee to be held in this Trust an amount
in cash (or in marketable securities or in some combination thereof) equal to
any payments made from this Trust to the Trustee pursuant to this Article 12.
The failure of the Company to transfer any such amount shall not in any way
impair the Trustee's right to indemnification, reimbursement and payment
pursuant to this Article 12. The provisions of this Article 12 shall survive the
termination of this Agreement.


                                       24
<PAGE>

         ARTICLE 13: No Duty to Advance Funds.

         Nothing contained in this Agreement shall require the Trustee to risk
or expend its own funds in the performance of the duties of the Trustee
hereunder. In the acceptance and performance of its duties hereunder, the
Trustee acts solely as trustee and not in its individual capacity, and all
persons, other than the Company, having any claim against the Trustee related to
this Agreement or the actions or agreements of the Trustee contemplated hereby
shall look solely to this Trust for the payment or satisfaction thereof unless
the Trustee has failed to act with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of like character and with like aims. Without limiting the foregoing,
the Trustee shall not be liable in its individual capacity for the payment of
the fees and expenses of counsel and other professionals retained by the Trustee
in accordance with Articles 9, 10 and 11 hereof.

         ARTICLE 14: Accounts.

                  14.1     (a) The Trustee shall keep accurate and detailed
accounts of all its receipts, investments and disbursements under this Agreement
on a fiscal year basis ending on each August 31 and for purposes of the Account
Statement pursuant to Section 9.2 of Article IX. Such person or persons as the
Company shall designate shall be allowed to inspect the books of account
relating to this Trust upon request at any reasonable time during the business
hours of the Trustee.

                           (b)      Within sixty (60) days after the close of
each fiscal year, the Trustee shall transmit to the Company, and certify the
accuracy of, a written statement of the assets and liabilities of this Trust,
showing the current value of each asset at that date, and a written account of
all the Trustee's transactions relating to this Trust during the period from the
last previous accounting to the close of that year. For the purposes of this
subsection, the date of


                                       25
<PAGE>

the Trustee's resignation or removal as provided in Article 16 hereof or the
date of termination of this Trust as provided in Article 17 hereof shall be
deemed to be the close of a year.

                           (c)      Unless the Company shall have filed with the
Trustee written exceptions or objections to any such statement and account
within one-hundred and twenty (120) days after receipt thereof, the Company
shall be deemed to have approved such statement and account, and in such case or
upon the written approval by the Company of any such statement and account, the
Trustee shall, to the extent permitted by law, be forever released and
discharged with respect to all matters and things contained in such statement
and account as though it had been settled by decree of a court of competent
jurisdiction in an action or proceeding to which the Company and all persons
having any beneficial interest in this Trust were parties.

                  14.2     The Trustee shall determine the fair market value of
this Trust on a quarterly basis. If there is a dimunition in value of the
Trustee Expense Account below (1) one million dollars ($1,000,000), the Company
shall provide the Trustee with sufficient funds to make up for any such
dimunition in value within fifteen (15) days after written demand by the Trustee
for such payment. At any time other than during a Threatened Change in Control
Period or after the occurrence of a Change in Control, if the Company fails to
comply with the Trustee's written demand within fifteen (15) days to provide the
Trustee with sufficient funds to make up for any diminution in value below one
million dollars ($1,000,000) in the Trustee Expense Account, the Trustee may
resign as Trustee upon six (6) months written notice in accordance with Section
16.1 of Article 16 hereof. The Trustee will have no duty to find or secure the
appointment of a successor upon its resignation pursuant to this Section, nor
shall its resignation or the termination of any further duties be contingent
upon the appointment and qualification of a


                                       26
<PAGE>

successor. Notwithstanding the foregoing, no resicination pursuant to the
foregoing provisions of this Section 14.2 may take effect during a Threatened
Change in Control Period or after the occurrence of a Change in Control.

                  14.3     Nothing contained in this Agreement or in the Plans
shall deprive the Trustee of the right to have a judicial settlement of its
accounts. In any proceeding for a judicial settlement of the Trustee's accounts
or for instructions in connection with this Trust, the only other necessary
party thereto in addition to the Trustee shall be the Company. If the Trustee so
elects, it may bring in as a party or parties defendant any other person or
persons. No person interested in this Trust, other than the Company or at least
twenty-five percent (25%) of the Participants and beneficiaries, shall have a
right to compel an accounting, judicial or otherwise, by the Trustee, and each
such person shall be bound by all accountings by the Trustee to the Company, as
herein provided, as if the account had been settled by decree of a court of
competent jurisdiction in an action or proceeding to which such person was a
party.

         ARTICLE 15: Administration of the Plans; Communications.

                  15.1     The Company shall administer the Plans as provided
therein and subject to Section 6.3 of Article 6, Article 5 and of Article 9
hereof, or subject to any other delegation by the Company and assumption by the
Trustee of the duties of administering the Plans, the Trustee shall not be
responsible in any respect for administering the Plans nor shall the Trustee be
responsible for the adequacy of this Trust to meet and discharge all payments
and liabilities under the Plans. The Trustee shall be fully protected in relying
upon any written notice, instruction, direction or other communication
consistent with the terms of this Agreement signed by an officer of the Company
designated pursuant to this Agreement. The Company, from time to time, shall
furnish the Trustee with the names and specimen signatures of the designated


                                       27
<PAGE>

officers of the Company and shall promptly notify the Trustee of the
termination of office of any designated officer of the Company and the
appointment of a successor thereto. Until notified to the contrary, the Trustee
shall be fully protected in relying upon the most recent list of the designated
officers of the Company furnished to it by the Company.

                  15.2     Any action required by any provision of this
Agreement to be taken by the Board shall be evidenced by a resolution of such
Board certified to the Trustee by the Secretary or an Assistant Secretary of the
Company under its corporate seal, and the Trustee shall be fully protected in
relying upon any resolution so certified to it. Unless other evidence with
respect thereto has been specifically prescribed in this Agreement, any other
action of the Company, under any provision of this Agreement, including any
approval of or exceptions to the Trustee's accounts, shall be evidenced by a
certificate signed by an officer of the Company, and the Trustee shall be fully
protected in relying upon such certificate. The Trustee may accept a certificate
signed by an officer of the Company as proof of any fact or matter that it deems
necessary or desirable to have established in the administration of this Trust
(unless other evidence of such fact or matter is expressly prescribed herein),
and the Trustee shall be fully protected in relying upon the statements in the
certificate.

                  15.3     The Trustee shall be entitled conclusively to rely
upon any written notice, instruction, direction, certificate or other
communication consistent with the terms of this Agreement believed by it to be
genuine and to be signed by the proper person or persons.

                  15.4     Until written notice is given to the contrary,
communications to the Trustee shall be sent to it at its office at 301 N. Main
Street, P.O. Box 3099, Winston-Salem, North Carolina, Attention: Mr. John N.
Smith, Telecopy 919/770-4059, copy to Mr. Joe Long (or such other individuals as
delegated in writing by Messrs. Smith or Long), Trust Counsel;


                                       28
<PAGE>

communications to the Company shall be sent to it at its office at 1420
Peachtree Street, N.E. Atlanta, Georgia; Attention: Sidney Kirschner, telecopy
404/853-1015, copy to David Levy.

         ARTICLE 16: Resignation or Removal of Trustee.

                  16.1     The Trustee may resign at any time, other than during
a Threatened Change in Control Period or upon the occurrence of a Change in
Control, upon six (6) months written notice to the Company or such shorter
period as is acceptable to the Company (hereinafter referred to as the
"Resignation Period") and immediately after the Resignation Period shall have no
further duties hereunder. The Trustee will have no duty to find or secure the
appointment of a successor upon its resignation pursuant to this Section nor
shall its resignation or its termination of any further duties be contingent
upon the appointment and qualification of a successor. Promptly after receipt of
such notice, the Company shall appoint a successor trustee, such trustee to
become Trustee upon its acceptance of this Trust.

                  16.2     During a Threatened Change in Control Period or after
the occurrence of a Change in Control, the Trustee may resign only under one of
the following circumstances:

                           (a)      A final decision of a court of competent
jurisdiction removing the Trustee by reason of such court's determination of the
existence of a conflict of interest which prevents the Trustee from properly
performing its duties hereunder. The Trustee agrees to use its best efforts to
avoid any such conflict. For the purpose of this Agreement, the decision of a
court shall not be deemed to be final unless the decision is not appealable, or
no appeal has been taken from the decision and the time for an appeal has
expired. Notwithstanding the foregoing provisions of this Subsection (a), such
resignation shall not be effective unless the Trustee has obtained the agreement
of a bank to act as successor trustee which bank (1) is among the 100 largest
banks in the United States, as measured by assets, and (2) served or then
currently serves


                                       29
<PAGE>

as the trustee for similar trust and understands its obligations under such
similar trusts. In any event, the Trustee shall continue to be custodian of this
Trust until the new trustee is in place, and the Trustee shall be entitled to
expenses and fees through the later of the effective date of its resignation as
Trustee or the end of its custodianship of this Trust's assets.

                           (b)      The Trustee has exhausted all of its legal
remedies and has been unsuccessful in such litigation to require the Company to
remit to the Trustee such amounts as are billed pursuant to Section 9.4 of
Article 9 hereof and the assets of the Trust have been exhausted. In such event,
the Trustee shall have the right to resign immediately as Trustee, and
immediately upon such resignation shall have no further duties hereunder. The
Trustee will have no duty to find or secure the appointment of a successor upon
its resignation pursuant to this Subsection, nor shall its resignation or the
termination of any further duties be contingent upon the appointment and
qualification of a successor. In any event, the Trustee shall continue to be
custodian of this Trust until the new trustee is in place, and the Trustee shall
be entitled to expenses and fees through the later of the effective date of its
resignation as Trustee or the end of its custodianship of this Trust's assets.

                  16.3     Other than during a Threatened Change in Control
Period or after the occurrence of a Change in Control, the Company may remove
the Trustee upon thirty (30) days written notice to the Trustee, or upon shorter
notice if acceptable to the Trustee. Such removal shall become effective,
however only upon the occurrence of all of the following events:

                           (a)      The appointment by the Company of a
successor trustee;

                           (b)      The acceptance of the trust by the successor
trustee; and

                           (c)      The delivery of this Trust's assets to the
successor trustee.


                                       30
<PAGE>

                  16.4     Each successor trustee shall have the powers and
duties conferred upon the Trustee in this Agreement, and the term "Trustee" as
used in this Agreement shall be deemed to include any successor trustee. Upon
designation or appointment of a successor trustee, the Trustee shall transfer
and deliver this Trust to the successor trustee, reserving such reasonable sums
as the Trustee shall deem necessary to defray its expenses in settling its
accounts, to pay any of its compensation due and unpaid and to discharge any
obligation of this Trust for which the Trustee may be liable. If the sums so
reserved are not sufficient for these purposes, the Trustee shall be entitled to
recover the amount of any deficiency from either the Company or the successor
trustee, or both. When this Trust shall have been transferred and delivered to
the successor trustee and the accounts of the Trustee have been settled as
provided in Article 14 hereof, the Trustee shall be released and discharged from
all further accountability or liability for this Trust and shall not be
responsible in any way for the further disposition of this Trust or any part
thereof.

                  16.5     Notwithstanding anything to the contrary, in the
event it resigns or is removed, the Trustee shall have a right to have its
accounts settled as provided in Article 14 hereof.

         ARTICLE 17: Amendment of Agreement; Termination of Trust.

                  17.1     Subject to Section 17.2 of this Article 17, the
Company expressly reserves the right at any time, other than during a Threatened
Change in Control Period or after the occurrence of a Change in Control, to
amend in writing or terminate this Agreement and this Trust created thereby to
any extent that it may deem advisable. No amendment shall be made without the
Trustee's consent thereto in writing (whose consent shall not be unreasonably
withheld) if, and to the extent that, the effect of such amendment is to
materially increase the


                                       31
<PAGE>

Trustee's responsibilities hereunder. Such proposed amendment shall be delivered
to the Trustee as a written instrument of amendment, duly executed and
acknowledged by the Company. The Company also shall deliver to the Trustee a
copy of any modifications or amendments to the Plans. The Trustee's consent
shall not be required for the termination of this Trust pursuant to this Section
17.1, its removal as Trustee, the amendment of any of the Plans, or the increase
in the number of Participants.

                  17.2     Notwithstanding anything contained herein to the
contrary, other than as provided in Section 17.3 and Section 17.5, the
provisions of this Agreement and this Trust created thereby shall not be amended
or terminated by the Company or the Trustee during a Threatened Change in
Control Period or after the occurrence of a Change in Control.

                  17.3     Notwithstanding anything contained in this Agreement
to the contrary, upon a change in Control the Benefit Account and the assets of
this Trust and income attributable thereto with respect to all Participants and
their beneficiaries and the Plans (the "Transferred Plans") shall be transferred
(the "Transfer") and delivered to the trustee of the Executive Trust (which is
not a grantor trust within the meaning of Section 671 of the Code and which is
irrevocable) and upon the Transfer the Trustee shall have no responsibility
under this Agreement for payments to be made to Participants and their
beneficiaries with respect to the Transferred Plans.

                  17.4     In the event the Company terminates this Trust other
than during a Threatened Change in Control Period or after the occurrence of a
Change in Control, the Trustee shall reserve such sums it deems necessary to pay
its fees and expenses, and shall distribute all remaining assets of this Trust
in accordance with the written directions of the Company, and the


                                       32
<PAGE>

Trustee shall provide the Company with a final written accounting to the Company
in accordance with Article 14 hereof.

                  17.5     After the occurrence of a Change in Control, this
Trust shall be terminated only upon the first to occur of (a) the transfer of
the Benefit Account to the Executive Benefit Trust, the resolution of all
Litigation to the satisfaction of the Plaintiff and his or her beneficiaries and
Trustee and the payments of all amounts due to the Trustee and all costs and
expenses chargeable to this Trust, or (b) the twenty-first anniversary of the
death of the last survivor of the Participants or their beneficiaries who are in
being on the date of this Agreement. Upon termination of this Trust, the Trustee
shall have a right to have its account settled as provided in Article 14 hereof.
Promptly upon termination of this Trust, and after payment of all fees, expenses
and indemnities due to or incurred by the Trustee hereunder, any remaining
portion of this Trust shall be paid to the Company.

         ARTICLE 18: Prohibition of Diversion.

                  18.1     Except as provided in Sections 3.3, 4.2, 17.4 and
18.2 of this Article 18, at no time prior to the satisfaction of all liabilities
with respect to Participants and their beneficiaries under this Trust shall any
part of the corpus and/or income of this Trust be used for, or diverted to,
purposes other than for the exclusive benefit of such Participants and their
beneficiaries, and the assets of this Trust shall never inure to the benefit of
the Company and shall be held for the exclusive purposes of providing benefits
to Participants in the Plans and their beneficiaries and defraying reasonable
expenses of administering the Plans or performing any of the Trustee's duties
under this Agreement.

                  18.2     Notwithstanding any provision of this Agreement to
the contrary, the assets of this Trust shall at all times be subject to, and
available for satisfaction of, claims of the


                                       33
<PAGE>

general creditors of the Company and its Affiliates. The Board and the chief
executive officer of the Company or any Affiliate shall notify the Trustee in
writing in the event of (i) the insolvency of the Company or any Affiliate or
(ii) the beginning of proceedings under the Bankruptcy Code of 1978, as amended
from time to time (the "Bankruptcy Code"), by any person in respect of the
Company or any Affiliate. Upon receipt of such notice or any other written
allegation, or if the Trustee has actual knowledge of the insolvency of, or of
the commencement of a case under the Bankruptcy Code in respect of, the Company
or any Affiliate, the Trustee shall suspend all payments of benefits from the
Trust with respect to Participants and beneficiaries of the Company Benefit
Account or Affiliate Benefit Account, as the case may be, and shall hold that
portion of the Trust attributable to either the Company or its Affiliates for
the general creditors of the Company or its Affiliates, as the case may be. In
the case where the Trustee receives such notice or written allegation, or has
actual knowledge, of the insolvency of the Company or any Affiliate, the Trustee
shall in its discretion make an independent determination or promptly seek a
judicial determination regarding the insolvency of the Company or any Affiliate.
In the case where the Trustee receives such notice or written allegation, or has
actual knowledge, that a case under the Bankruptcy Code has been initiated, the
Trustee shall dispose of the Trust in accordance with the decision of a court of
competent jurisdiction. The Trustee shall resume payments under the terms of the
Agreement only after determining that the Company or any Affiliate is not
insolvent (or is no longer insolvent, if the Trustee initially determined the
Company or any Affiliate to be insolvent) or upon receiving a judicial decision
from a court of competent jurisdiction to that effect. The Board and the chief
executive officer shall have the duty to inform the Trustee of the
discontinuance of the insolvency of the Company or any Affiliate. For purposes
of this Agreement, the Company or any Affiliate shall be considered


                                       34
<PAGE>

insolvent if its respective assets are insufficient to meet current financial
obligations as they come due.

         ARTICLE 19: Prohibition of Assignment of Interest.

         No interest, right or claim in or to any part of this Trust or any
payment therefrom shall be assignable, transferable or subject to sale,
mortgage, pledge, hypothecation, commutation, anticipation, garnishment,
attachment, execution or levy of any kind, and the Trustee shall not recognize
any attempt to assign, transfer, sell, mortgage, pledge, hypothecate, commute or
anticipate the same, except to the extent required by law.

         ARTICLE 20: Miscellaneous.

                  20.1     This Agreement shall be interpreted, construed and
enforced, and this Trust hereby created shall be administered, in accordance
with the laws of the United States and of the State of Georgia without regard to
the conflicts of laws principles thereof. Nothing in this Agreement shall be
construed to subject this Trust created hereunder to the Employee Retirement
Income Security Act of 1974, as amended.

                  20.2     The Company shall, at any time and from time to time,
upon the reasonable request of the Trustee, execute and deliver such further
instruments and do such further acts as may be necessary or proper to effectuate
the purpose of this Agreement.

                  20.3     The titles to Articles of this Agreement are placed
herein for convenience of reference only, and this Agreement is not to be
construed by reference thereto.

                  20.4     This Agreement shall bind and inure to the benefit of
the successors and assigns of the Company and the Trustee, respectively and the
Plans.


                                       35
<PAGE>

                  20.5     This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute but one instrument, which may be sufficiently
evidenced by any counterpart.

                  20.6     If any provision of this Agreement is determined to
be invalid or unenforceable the remaining provisions shall not for that reason
alone also be determined to be invalid or unenforceable.

                  20.7     Each Participant and his beneficiaries is an intended
beneficiary under this Trust, and shall be entitled to enforce all terms and
provisions hereof with the same force and effect as if such person had been a
party hereto.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their respective names by their duly authorized officers under their
corporate seals as of the day and year first above written.

                                         NATIONAL SERVICE INDUSTRIES, INC.



                                         By
                                           ------------------------------------
                                           Sidney Kirschner, President

ATTEST:



-----------------------------------
    Secretary

                                         WACHOVIA BANK AND TRUST COMPANY



                                         By
                                           ------------------------------------

ATTEST:


-----------------------------------
    Secretary


                                       36
<PAGE>

STATE OF ____________________       )
                                    :     SS.:
COUNTY OF  __________________       )

         On this _________ day of _____________, 19__, before me personally came
______________________, to me known, who, being by me duly sworn, did depose and
say that he resides ____________ at _____________, and that he is
_____________________ of Wachovia Bank and Trust Company, N.A., one of the
entities described in and which executed the foregoing instrument; that he knows
the seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of Directors of
said corporation; and that he signed his name thereto by like order.



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

STATE OF GEORGIA                    )
                                    :             SS.:
COUNTY OF FULTON                    )

         On this 15th day of June 1990, before me personally came Sidney
Kirschner, to me, known, who, being by me duly sworn, did depose and say that he
resides at 6175 Riverwood Drive, Atlanta, Georgia and that he is President of
National Service Industries, Inc., one of the entities described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instruments is such corporate seal; that it was so
affixed by order of the Board of Directors of said corporation; and that he
signed his name thereto by like order.



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


                                       37
<PAGE>

                                   Schedule 1

                                    THE PLANS

         The following Company plans and agreements (collectively referred to as
the "Plans") are subject to this Trust:

         1.       Executives' Deferred Compensation Plan

         2.       Supplemental Retirement Plan-for Executives

         3.       Senior Management Benefit Plan

         4.       1984 Special Deferred Supplemental Bonus Plans for:

                           (i)      Maziar
                           (ii)     McClung

         5.       1987 Special Deferred Supplemental Bonus Plans for:

                           (i)      Gurbacki
                           (ii)     Maziar
                           (iii)    McClung

         6.       Severance Protection Agreements with:

                           (i)      Riddle
                           (ii)     Bostater
                           (iii)    Cosby
                           (iv)     Dressel
                           (v)      Gurbacki
                           (vi)     Harris
                           (vii)    Hipps
                           (viii)   Hubble
                           (ix)     Joel
                           (x)      Kaplan
                           (xi)     Levy
                           (xii)    Maziar
                           (xiii)   McClung
                           (xiv)    Zook


<PAGE>

                                   Schedule 2

                                  Fee Schedule


                                   Page 1 of 1
<PAGE>

                                    EXHIBIT A

                    Authorization Pursuant to Article 9.3 of
                        National Service Industries, Inc.
                            Benefits Protection Trust

TO:      WACHOVIA BANK AND TRUST COMPANY

         This is to authorize the Wachovia Bank and Trust Company as Trustee of
National Service Industries, Inc. Benefits Protection Trust (the "Trust") to
institute and maintain legal proceedings against the Company (as defined in this
Trust) or other appropriate person or entity to assert the following claim(s) on
my behalf: (nature of claim]. The Trustee shall have the powers and be subject
to the procedures set forth in Article 9 of this Trust (a copy of which I have
already received and reviewed).

         Any proceedings by the Trustee under this authorization may be
initiated in my name as a plaintiff (or as a member of a class) or in the name
of the Trustee, or both, as the Trustee determines is necessary or appropriate
at the time proceedings are commenced.



                                         --------------------------------------
                                         Participant or Beneficiary


<PAGE>

                                    EXHIBIT B

                        Revocation of Authorization Under
                Article 9.3 of National Service Industries, Inc.
                            Benefits Protection Trust

TO:      WACHOVIA BANK AND TRUST COMPANY

         This is to notify you that I revoke any prior authorization I have
given to you as Trustee of National Service Industries, Inc. Benefits Protection
Trust (the "Trust") to maintain legal proceedings against the Company as defined
in this Trust), or otherwise to assert the following claims(s) on my behalf:
(nature of claim(s)].

         I understand that this Revocation of Authorization is conditioned upon,
and shall not be effective until, the appointment by me of my own counsel and
the appearance of that counsel in any legal proceeding on my behalf in lieu of
counsel retained by the Trustee. I understand further that, upon the occurrence
of these conditions, the Trustee shall have no obligation to proceed further on
my behalf, or to pay any costs or expenses incurred after the delivery of this
Revocation of Authorization.

                                         --------------------------------------
                                         Participant or Beneficiary

</TEXT>
</DOCUMENT>
