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                                                             EXHIBIT 10(iii)A(4)
                                  AMENDMENT #1
                                       TO
                        RESTRICTED STOCK AWARD AGREEMENT
                                   UNDER THE
                       NATIONAL SERVICE INDUSTRIES, INC.
                      LONG-TERM ACHIEVEMENT INCENTIVE PLAN

         THIS AMENDMENT made and entered into as of the 26th day of June, 2002,
by and between NATIONAL SERVICE INDUSTRIES, INC., a Delaware corporation (the
"Company") and __________________________________ ("Grantee").

         WHEREAS, the Company has previously adopted the National Service
Industries, Inc. Long-Term Achievement Incentive Plan (the "Plan") to provide
additional incentives to certain officers and key employees of the Company and
its Subsidiaries; and

         WHEREAS, the Grantee was granted a Restricted Stock Award under the
Plan on January 7, 2002, and the terms and conditions of such grant are
reflected in a Restricted Stock Award Agreement (the "Agreement") between the
Company and Grantee dated January 7, 2002; and

         WHEREAS, the Company and the Grantee desire to amend the Agreement in
the manner hereinafter provided;

         NOW, THEREFORE, the parties agree as follows:

                                       1.

         The Agreement is hereby amended to delete the existing Section 2.2 in
its entirety and to substitute the following therefor:

                  "2.2(a)  In the event, prior to the Final Vesting
         Date, (i) Grantee dies while actively employed by the
         Company, or (ii) Grantee's employment is terminated by
         reason of Disability, the Restricted Stock shall become
         fully vested and nonforfeitable as of the date of Grantee's
         death or Disability. The Company shall deliver
         certificate(s) for the Restricted Stock, free and clear of
         any restrictions imposed by this Agreement (except for
         Section 3.4) to Grantee (or, in the event of death,
         Grantee's surviving spouse or, if none, to Grantee's estate)
         as soon as practical after Grantee's date of death or
         termination for Disability.

                  (b)      If Grantee retires from the Company on or
         after attaining (i) age 65, or (ii) age 55 with 5 years of
         service, the vesting of the Restricted Stock shall continue
         as if Grantee were an active employee, unless within two (2)
         years of Grantee's date of termination of employment,
         Grantee


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         violates the Restrictive Covenant (Non-Competition
         Agreement) attached as Exhibit "A" hereto, at which time all
         unvested Shares of Restricted Stock shall immediately be
         forfeited. If Grantee dies after retiring under this Section
         2.4, but prior to the Final Vesting Date for any Shares of
         Restricted Stock, the Restricted Stock shall become fully
         vested and nonforfeitable as of the date of Grantee's death.

                  (c)      Except as provided in Section 2.3, if
         Grantee terminates Grantee's employment or if the Company
         terminates Grantee's employment for any reason other than
         death or Disability or retirement (as provided in subsection
         (b) above) prior to the Final Vesting Date, the Restricted
         Stock shall cease to vest further and Grantee shall only be
         entitled to the Restricted Stock that is vested as of
         Grantee's date of termination of employment."

                                       2.

         The Agreement is hereby amended by adding Exhibit "A" attached hereto
as Exhibit "A" to the Agreement.

                                       3.

         This Amendment shall be effective as of June 26, 2002. Except as
hereby modified, the Agreement shall remain in full force and effect.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the day and year first written above.

                                 NATIONAL SERVICE INDUSTRIES, INC.



                                 By:
                                    -------------------------------------------
                                     Chester J. Popkowski,
                                     Senior Vice President, Chief Financial
                                     Officer and Treasurer


                                 GRANTEE:



                                 ----------------------------------------------
                                 Name:
                                      -----------------------------------------

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                                  EXHIBIT "A"

                             RESTRICTIVE COVENANTS

1.       DEFINITIONS

         The following terms used in this Exhibit "A" shall have the following
meanings:

                  (A)      "Trade Secrets" means information, without regard to
         form, relating to the Company's business which is not commonly known
         by or available to the public and which derives economic value, actual
         or potential, from not being generally known to other persons and is
         the subject of efforts that are reasonable under the circumstances to
         maintain its secrecy or confidentiality, including, but not limited
         to, technical or nontechnical data, formulae, patterns, compilations,
         programs, devices, methods, techniques, drawings, processes, financial
         data, financial plans, product plans, or lists of actual or potential
         customers or suppliers.

                  (B)      "Confidential Information" means information of the
         Company which is non-public, proprietary, and confidential in nature
         but is not a Trade Secret.

                  (C)      "Person" means any individual, firm, partnership,
         association, corporation, limited liability entity, trust, venture, or
         other business organization, entity, or enterprise;

                  (D)      "Restricted Business" means the business of
         manufacturing and selling envelopes and items incidental to such
         products and/or the business of renting and/or processing textile
         products and providing related services for customers;

                  (E)      "Restricted Period" means the two (2) year period
         following the date of the Grantee's retirement under Section 2.2 of
         the Restricted Stock Award Agreement, as set forth in this Amendment;
         and

                  (F)      "Territory" means the United States.

2.       NON-COMPETITION COVENANT

         During the Restricted Period, the Grantee will not, directly or
indirectly, for the Grantee or on behalf of any other Person (except the
Company), within the Territory, engage in, provide, or perform sales,
marketing, operational, financial, accounting, or administrative services in or
for any business engaged in the Restricted Business.

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3.       NON-DISCLOSURE COVENANT

         The Grantee will not, directly or indirectly, for the Grantee or on
behalf of any other Person, use for the Grantee's own benefit or disclose to
any other party, any Trade Secrets or Confidential Information of the Company.
The foregoing confidentiality obligations shall continue (A) with respect to
all Trade Secrets, at all times so long as such Trade Secrets constitute trade
secrets under applicable law, and (B) with respect to all Confidential
Information, at all times during the Restricted Period.

4.       NON-RECRUITMENT COVENANT

         During the Restricted Period, the Grantee will not, directly or
indirectly, for the Grantee or on behalf of any other Person, solicit, induce,
persuade, or encourage, or attempt to solicit, induce, persuade, or encourage,
any management-level employee of the Company or the Company's business unit in
which the Grantee was employed (if applicable) to terminate such employee's
position with the Company, whether or not such employee is a full-time or
temporary employee of the Company and whether or not such employment is
pursuant to a written agreement, for a determined period, or at will.

5.       SEPARABILITY

         The Grantee acknowledges that each of the foregoing restrictive
covenants is a separate and distinct obligation of the Grantee and is deemed to
be separable from the remaining restrictive covenants. If any of the provisions
of the foregoing restrictive covenants should ever be deemed to exceed the
time, geographic, product, or other limitations permitted by applicable law in
any jurisdiction, then such provisions shall be deemed reformed in such
jurisdiction to the maximum time, geographic, product, or other limitations
permitted by applicable law.

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