<PAGE>
                                                               EXHIBIT 10(iii)A5




                        NATIONAL SERVICE INDUSTRIES, INC.
                         SENIOR MANAGEMENT BENEFIT PLAN
                                   (RESTATED)









(Dated As of August 15, 1985 and Amended Effective As of September 21, 1989,
September 16, 1994, and August 31, 1996)



<PAGE>



                        NATIONAL SERVICE INDUSTRIES, INC.
                         SENIOR MANAGEMENT BENEFIT PLAN



<TABLE>
<S>                                                                                                              <C>
ARTICLE I. -- DEFINITIONS.........................................................................................1

    1.1   ANNIVERSARY DATE........................................................................................1

    1.2   BENEFICIARY.............................................................................................1

    1.3   BENEFIT DETERMINATION DATE..............................................................................1

    1.4   COMPENSATION............................................................................................1

    1.5   COMPENSATION DEFERRAL ELECTION..........................................................................2

    1.6   DEFERRAL BENEFIT........................................................................................2

    1.7   DEFERRED BENEFIT ACCOUNT................................................................................2

    1.8   DETERMINATION DATE......................................................................................2

    1.9   EMPLOYER................................................................................................2

    1.10     NORMAL RETIREMENT DATE...............................................................................3

    1.11     PARTICIPANT..........................................................................................3

    1.12     PLAN.................................................................................................3

    1.13     PLAN COMMITTEE.......................................................................................3

    1.14     PLAN YEAR............................................................................................3

    1.15     TOTAL DISABILITY.....................................................................................3

ARTICLE II. -- ELIGIBILITY AND PARTICIPATION......................................................................3

    2.1   CONDITIONS OF ELIGIBILITY...............................................................................3

    2.2   APPLICATION FOR PARTICIPATION...........................................................................3

    2.3   ADDITIONAL COMPENSATION.................................................................................4

ARTICLE III. -- COMPENSATION DEFERRAL.............................................................................4

    3.1   DEFERRAL OF COMPENSATION................................................................................4

    3.2   ACCOUNTS................................................................................................6
</TABLE>


                                      -i-

<PAGE>


<TABLE>
<S>                                                                                                              <C>
ARTICLE IV. -- DEFERRED BENEFIT ACCOUNT...........................................................................6

    4.1   DETERMINATION OF ACCOUNT................................................................................6

    4.2   STATEMENT OF ACCOUNTS...................................................................................7

    4.3   CALCULATION OF INTEREST.................................................................................7

ARTICLE V. -- RETIREMENT BENEFITS.................................................................................8

    5.1   NORMAL RETIREMENT BENEFIT...............................................................................8

    5.2   EARLY RETIREMENT BENEFIT................................................................................8

    5.3   LATER RETIREMENT BENEFIT................................................................................8

    5.4   DETERMINATION OF RETIREMENT BENEFITS....................................................................8

    5.5   PAYMENT OF RETIREMENT BENEFITS..........................................................................9

ARTICLE VI. -- DEATH BENEFITS....................................................................................11

    6.1   PARTICIPANT'S DEATH PRIOR TO RETIREMENT................................................................11

    6.2   PARTICIPANT'S DEATH FOLLOWING RETIREMENT...............................................................13

    6.3   DETERMINATION OF DEATH BENEFIT.........................................................................13

    6.4   DEATH OF BENEFICIARY...................................................................................14

ARTICLE VII. -- TERMINATION BENEFITS.............................................................................14

    7.1   TERMINATION OF EMPLOYMENT..............................................................................14

    7.2   TERMINATION FOR CAUSE..................................................................................16

    7.3   PAYMENT OF TERMINATION BENEFITS........................................................................17

    7.4   DEATH OF PARTICIPANT AFTER TERMINATION.................................................................17

    7.5   TERMINATION AFTER EARLY RETIREMENT DATE................................................................18

    7.6   HARDSHIP...............................................................................................18

ARTICLE VIII. -- DISABILITY......................................................................................18

    8.1   DISABILITY.............................................................................................18

    8.2   PAYMENT OF DISABILITY BENEFITS.........................................................................19

    8.3   DEATH OF PARTICIPANT AFTER TOTAL DISABILITY............................................................20
</TABLE>


                                      -ii-

<PAGE>


<TABLE>
<S>                                                                                                             <C>
ARTICLE IX. -- PLAN ADMINISTRATION...............................................................................20

    9.1   PLAN COMMITTEE.........................................................................................20

    9.2   CLAIM..................................................................................................21

    9.3   DENIAL OF CLAIM........................................................................................21

    9.4   REVIEW OF CLAIM........................................................................................21

    9.5   FINAL DECISION.........................................................................................21

ARTICLE X. -- PARTICIPANT'S RIGHTS...............................................................................22

    10.1     INELIGIBILITY TO PARTICIPATE IN DEFERRED COMPENSATION PLAN..........................................22

    10.2     BENEFITS UNFUNDED...................................................................................22

    10.3     SPENDTHRIFT PROVISION...............................................................................23

    10.4     PLAN NOT AN EMPLOYMENT AGREEMENT....................................................................23

    10.5     PROTECTIVE PROVISIONS...............................................................................24

    10.6     OFFSET..............................................................................................24

    10.7     GUARANTEE OF PERFORMANCE............................................................................24

ARTICLE XI. -- MISCELLANEOUS.....................................................................................25

    11.1     TERMINATION OF PLAN.................................................................................25

    11.2     CHANGE OF TAX STATUS................................................................................25

    11.3     AMENDMENTS AND MODIFICATIONS........................................................................26

    11.4     INUREMENT...........................................................................................27

    11.5     GOVERNING LAW.......................................................................................27

ARTICLE XII. - CHANGE IN CONTROL.................................................................................27

    12.1     CAUSE...............................................................................................27

    12.2     CHANGE IN CONTROL...................................................................................28

    12.3     TERMINATION OF EMPLOYMENT...........................................................................29

    12.4     AMENDMENT OF TERMINATION............................................................................29
</TABLE>


                                     -iii-


<PAGE>


                        NATIONAL SERVICE INDUSTRIES, INC.
                         SENIOR MANAGEMENT BENEFIT PLAN


                  THIS SENIOR MANAGEMENT BENEFIT PLAN, is made at Atlanta,
Georgia, at of this _____ day of _______________, 19___, for the benefit of
certain employees of NATIONAL SERVICE INDUSTRIES, INC., a Delaware Corporation
(hereinafter sometimes referred as "Employer").

                            ARTICLE I. -- DEFINITIONS

         The following words and phrases as set forth in this Senior Management
Benefit Plan shall have the meaning and application set forth below:

         1.1      Anniversary Date. The calendar day that corresponds, each
year, to a Participant's Benefit Determination Date.

         1.2      Beneficiary. A person or entity designated in accordance with
Article VI of this Plan to receive benefits upon the death of a Participant.

         1.3      Benefit Determination Date. The last day of the month
immediately preceding a Participant's Retirement (Early, Normal or Later),
Death, Termination of Employment, Determination of Total Disability or the
Retirement Benefit Commencement Date specified by the Participant in Section
IV(B)(iii) of Schedule A, whichever is applicable.

         1.4      Compensation. The total of the current base salary and bonus
actually paid or accrued by Employer during a Plan Year to or for the
benefit of a Participant for services rendered, excluding any car allowance paid
or payable to such Participant, before reduction for compensation deferred
pursuant to this Plan, or any other plan maintained by Employer.

<PAGE>

         1.5      Compensation Deferral Election. The election by a Participant
to defer Compensation pursuant to the provisions of Paragraph 3.1, hereof. An
Election Form, Schedule A, attached hereto, shall be filed with the Plan
Committee, for such Compensation Deferral Election.

         1.6      Deferral Benefit. The benefit payable to a Participant on his
retirement, death, disability, termination of employment, or termination of
participation, with respect to such Participant's Compensation Deferral
Election.

         1.7      Deferred Benefit Account. The accounts maintained on the books
of account of Employer for each Participant with respect to such Participant's
Compensation Deferral Election pursuant to Article IV. Separate Deferred Benefit
Accounts shall be maintained for each Participant. A Participant's Deferred
Benefit Account shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to the Participant pursuant to this
Plan. A Participant's Deferred Benefit Account shall not constitute or be
treated as a trust fund of any kind.

         1.8      Determination Date. The last day of each Plan Year.

         1.9      Employer. For purposes of this Plan, Employer means National
Service Industries, Inc. (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
service), references to the Employer shall include the Adopting Employer of the
Participant. Adopting Employers are listed on Appendix 1.

                                      -2-

<PAGE>


         1.10     Normal Retirement Date. The date on which a Participant
reaches sixty-five (65) years of age.

         1.11     Participant. An employee of Employer or Adopting Employer who
is eligible to participate in the Plan according to standards adopted by Board
of Directors of Employer and who elects to participate in this Plan.

         1.12     Plan. The term "Plan" shall mean this Senior Management
Benefit Plan as adopted by Employer and as may be hereafter amended.

         1.13     Plan Committee. The Plan Committee, the members of which shall
be appointed by the Board of Directors of Employer, shall administer the Plan on
behalf of Employer.

         1.14     Plan Year. The Plan Year for this Plan begins on the first day
of September and ends on and includes the last day of the following August.

         1.15     Total Disability. A physical or mental condition which is
expected to be totally and permanently disabling, as more fully described in
Article VIII, hereof.

                  ARTICLE II. -- ELIGIBILITY AND PARTICIPATION

         2.1      Conditions of Eligibility. Eligibility to become a Participant
in this Plan will be determined by Plan Committee according to standards adopted
by the Board of Directors of Employer. Such determination shall be conclusive
and binding upon all persons.

         2.2      Application for Participation. Plan Committee shall notify
each Employee of his eligibility to participate in this Plan. Eligible employees
may, on or before August 31, 1985, elect to participate and begin participation
in this Plan by completing all enrollment procedures and satisfying all
enrollment requirements established by Plan


                                      -3-

<PAGE>


Committee. Such election to participate shall be effective upon receipt and
acceptance by Plan Committee of such Employee's election to participate.

         2.3      Additional Compensation. In addition to any compensation paid
to, or benefits provided to Participant, Participant shall receive the Deferral
Benefits and other benefits provided for herein. Except as otherwise provided
herein, nothing in this Plan shall be construed as limiting, varying or reducing
any provision or benefit to Employee, Employee's estate or Beneficiaries
pursuant to any employment agreement, any retirement plan, including any
qualified pension or profit-sharing plan, any health, disability or life
insurance policies or any other agreement between Employer and Employee.

                     ARTICLE III. -- COMPENSATION DEFERRAL

         3.1      Deferral of Compensation. The following provisions shall be
applicable to Participant elections to defer Compensation pursuant to this Plan.

         (a)      Election. Employer shall defer from the Compensation otherwise
    payable to Participant, by Employer, as a result of such Participant's
    employment with Employer, the amounts specified in Schedule A, Election to
    Participate and Defer Compensation and Benefit Payment Election, attached
    hereto and made a part hereof, for the number of years specified in Schedule
    A. The Compensation Deferral Election shall apply solely to Compensation
    earned by Participant with respect to periods subsequent to the date of such
    election. Such compensation deferral shall not commence until Participant
    has completed all enrollment procedures and satisfied all enrollment
    requirements established by Plan Committee.


                                      -4-

<PAGE>


         (b) Amount of Deferral. A Participant who elects to defer Compensation
    pursuant to Paragraph 3.1(a) of this Plan may elect to defer from such
    Participant's Compensation, earned after the date of such election,
    commencing with the Plan Year beginning September 1, 1985, up to 25% of such
    Participant's annual salary, determined as of August 31, 1985, and 25% of
    Participant's Bonus earned for Employer's fiscal year then ended, but not
    less than $2,500.00, per Plan Year, in equal annual deferrals, for four (4)
    consecutive Plan Years and/or eight (8) consecutive Plan Years. If a
    Participant elects both a four (4) year and an eight (8) year Deferred
    Benefit Election, each such election shall be treated separately for all
    calculations, elections, and benefit payment schedules and separate Deferred
    Benefit Accounts will be maintained for each such election.

         (c) Deferral Limitation. If an Employee becomes a Participant after
    attaining the age of fifty-seven (57) years, such Participant's
    Compensation Deferral Election shall be for a period of four (4) consecutive
    Plan Years. Furthermore, such Participant's Deferred Compensation Election
    period must end on or before the date such Participant retires from
    full-time employment with Employer, but not later than age sixty-five (65).

         (d) Rollover Contribution. Any Participant herein, who is also a
    Participant in any deferred compensation plan sponsored by Employer, may
    elect, on or before August 31, 1985, to transfer, as of October 1, 1985, all
    or any portion of such Participant's Primary Account in said deferred
    compensation plan into this Plan ("Rollover Contribution"). For purposes
    hereof, the value of such Participant's


                                      -5-

<PAGE>


    Primary Account in said deferred compensation plan shall be determined as of
    the close of business on October 1, 1985, pursuant to said deferred
    compensation plan. Such Rollover Contribution shall be treated as being
    deferred from Participant's Compensation for purposes of this Plan. In no
    event shall a Participant be permitted to make more than one Rollover
    Contribution.

         3.2      Accounts. The amount of Compensation deferred pursuant to this
Article III, with respect to a Compensation Deferral Election, as well as
Rollover Contribution, shall be credited by Employer to the Participant's
Deferred Benefit Account, established with respect to such Election, as provided
in Paragraph 4.1, as of the date deferred from Participant's Compensation;
provided, however, that a Participant's Rollover Contribution shall be credited
to the Participant's Deferred Benefit Account as of October 1, 1985. The amount
credited to a Participant's Deferred Benefit Account shall equal the amount
deferred or rolled over reduced by the amount, if any, Employer is required to
withhold from such deferred compensation pursuant to any Federal, state or local
law.

                    ARTICLE IV. -- DEFERRED BENEFIT ACCOUNT

         4.1      Determination of Account. Employer shall establish a Deferred
Benefit Account with respect to the Compensation Deferral Election executed by a
Participant. The Deferred Benefit Account of a Participant as of each
Determination Date shall consist of the balance of such Deferred Benefit
Account, as of the immediately preceding Determination Date (with respect to the
first Plan Year, the first day of such Plan Year), plus (i) any compensation
deferred by such Participant to such referred Benefit Account since the previous
determination Date; plus (ii) any Rollover Contributions credited to such
Deferred


                                      -6-

<PAGE>


Benefit Account; plus (iii) the amount of interest earned on such Deferred
Benefit Account (as determined in Paragraph 4.3) since the preceding
Determination Date.

         4.2      Statement of Accounts. Plan Committee shall submit to each
Participant, within 120 days after the close of each Plan Year, a statement in
such form as Plan Committee deems desirable, setting forth the balance to the
credit of such Participant in each Deferred Benefit Account maintained for such
Participant as of the last day of the preceding Plan Year.

         4.3      Calculation of Interest. Interest Earnings Adjustments to the
Deferred Benefit Accounts of Participants shall be credited annually on the
Determination Date, using as the rate of interest earned ("Interest Earnings
Rate") an interest rate equal to three (3) percentage points greater than
Moody's Seasoned Corporate Bond Yield Index, as published monthly by Moody's
Investor's Service, Inc., or successor thereto, or, if such monthly index is no
longer published, a substantially similar average as established by the Plan
Committee. For amounts in the Participant's Deferred Benefit Account at any
Determination Date, the Interest Earnings Adjustment shall be calculated,
retrospectively, using a simple interest calculation based on a twelve month
average of the Interest Earnings Rates between such Determination Date and the
following Determination Date. For amounts deferred between Determination Dates,
the Interest Earnings Adjustment shall be calculated monthly on a simple
interest basis from the date such amounts are credited to the Participant's
Deferred Benefit Account using the Interest Earnings Rate for each month until
the next Determination Date.


                                      -7-
<PAGE>


                        ARTICLE V. -- RETIREMENT BENEFITS

         5.1      Normal Retirement Benefit. Upon a Participant reaching Normal
Retirement Date, and satisfying the compensation deferral provisions of
Paragraph 3.1, hereof, such Participant may retire from full-time employment
with Employer, in which event Employer will pay to Participant the amount
determined pursuant to Paragraph 5.4(a), hereof, payable pursuant to the
provisions of Paragraph 5.5, hereof.

         5.2      Early Retirement Benefit. A Participant may retire at a date
sooner than Normal Retirement Date (as defined in Paragraph 5.1, hereof), but in
no event sooner than the date Participant attains the age of fifty-five (55)
years; provided, however that such Participant has satisfied the compensation
deferral provisions of Paragraph 3.1, hereof. Such Participant shall be entitled
to receive an Early Retirement Benefit as described in Paragraph 5.4(b), hereof,
payable pursuant to the provisions of Paragraph 5.5, hereof.

         5.3      Later Retirement Benefit. An Employee who elects to
participate in this Plan and retires after reaching Normal Retirement Date,
shall be entitled to receive a Retirement Benefit, as described in Paragraph
5.4(a), hereof, payable pursuant to the provisions of Paragraph 5.5, hereof.

         5.4      Determination of Retirement Benefits.

         (a)      In the event a Participant retires from full-time employment
    with Employer, pursuant to the provisions of Paragraphs 5.1 or 5.3, hereof,
    a benefit shall be payable to such Participant ("Retirement Benefit") equal
    to the greater of: (i) the total amount of such Participant's Deferred
    Benefit Account, determined pursuant to Paragraph 4.1, as of his Benefit
    Determination Date, including interest at the Interest


                                      -8-


<PAGE>


    Earnings Rate, through such Benefit Determination Date; or (ii) the amount
    determined pursuant to Schedule B attached hereto and made a part hereof;
    provided, however, that in the event the Participant retires pursuant to
    Paragraph 5.3, hereof, the amounts determined pursuant to Schedule B shall
    be actuarially adjusted such that the Later Retirement Benefit, is
    actuarially equivalent to the Normal Retirement Benefit described in
    Schedule B.

         (b)      If a Participant retires from full-time employment with
    Employer, pursuant to the provisions of Paragraph 5.2, hereof, an Early
    Retirement Benefit shall be payable to such Participant equal to the total
    amount of such Participant's Deferred Benefit Account, determined pursuant
    to Paragraph 4.1, as of his Benefit Determination Date. For purposes hereof,
    the Interest Earnings Adjustment, determined pursuant to Paragraph 4.3,
    hereof, with respect to such Participant's Deferred Benefit Account, shall
    be determined using the Termination Interest Earnings Rate, through such
    Benefit Determination Date, determined pursuant to Paragraphs 7.1(b) and
    7.1(c) hereof, in lieu of the Interest Earnings Rate described in Paragraph
    4.3, hereof, as if such Termination Interest Earnings Rate had been in
    effect, with respect to such Participant's Deferred Benefit Account, from
    the commencement of Participant's participation in this Plan.

         5.5      Payment of Retirement Benefits. Benefits payable to a
Participant upon such Participant's retirement from full-time employment with
the Employer, pursuant to the provisions of Paragraphs 5.1, 5.2 or 5.3, hereof,
shall be payable on the Retirement Benefit Commencement Date specified by
Participant in such Participant's Benefit Payment Election.


                                      -9-


<PAGE>


A Participant may, however, no later than twenty-four (24) months prior to such
Participant's retirement, and with the approval of the Plan Committee, change
the date on which payment of such Participant's Retirement Benefits shall
commence and the method of payment of such Retirement Benefits, by executing a
new Benefit Payment Election, Schedule A, provided, that (i) if a Participant
satisfies the requirements of Paragraph 5.2 for Early Retirement but incurs an
interest earnings rate reduction under Paragraph 5.4(b), he may make an election
change up to six (6) months prior to retirement, so long as such election is
made in the tax year prior to retirement, (ii) the 24-month election period
shall not apply to election changes relating to death benefits, and (iii) the
Plan Committee may, in its sole discretion, permit a shorter election period to
allow a Participant to accelerate the time and/or manner of payment in the event
of a Participant's unforeseen and severe financial hardship (as described in
Paragraph 7.6 and as determined by the Plan Committee). In the event a
Participant fails to execute a Benefit Payment Election, such Participant's
Retirement Benefits shall be payable pursuant to the method determined by the
Plan Committee, in its sole discretion, commencing on the first day of the
second calendar month following the date of such Participant's retirement. Such
Participant's Retirement Benefit shall be payable pursuant to one of the
following methods, as requested by such Participant, in such Participant's
Benefit Payment Election:

         (a)      A monthly, quarterly, or annual installment payable over a
    fifteen (15) year period, commencing on the Retirement Benefit Commencement
    Date specified by Participant in such Participant's Benefit Payment
    Election. The amount payable for the first year hereunder shall be an amount
    that will fully amortize the balance in Participant's


                                      -10-
<PAGE>


    Deferred Benefit Account, as of the Participant's Benefit Determination
    Date, over the fifteen (15) year period, based on assumed interest earnings
    using the Interest Earnings Rate or Termination Interest Earnings Rate, if
    applicable, as of said Benefit Determination Date. Thereafter, annually, on
    the Anniversary Date, the amount payable for the following year shall be
    adjusted to an amount that will fully amortize the remaining balance in
    Participant's Deferred Benefit Account, on said date, over the remaining
    years in the aforesaid fifteen (15) year installment period, based on the
    Interest Earnings Rate or Termination Interest Earnings Rate, if applicable,
    as of said date. The balance in a Participant's Deferred Benefit Account, at
    any time after his Retirement, will be the unamortized balance thereof
    taking into account payments to date, or

         (b)      A lump sum distribution of such Participant's Retirement
         Benefit, determined pursuant to Paragraph 5.4, payable on the
         Retirement Benefit Commencement Date specified by the Participant in
         such Participant's Benefit Payment Election.

                          ARTICLE VI. -- DEATH BENEFITS

         6.1      Participant's Death Prior to Retirement. In the event that a
Participant dies prior to retirement from full-time employment with Employer,
Employer shall pay to the Beneficiary or Beneficiaries designated in writing by
such Participant, in Schedule A (or to Participant's Estate if Participant fails
to so designate a Beneficiary or Beneficiaries), in lieu of the amounts provided
for in Paragraph 5.4, hereof, the amounts determined pursuant to Paragraph 6.3,
hereof. Such amounts shall be payable to said Beneficiary or Beneficiaries (or
Participant's legal representative, as the case may be) pursuant to either of
the following methods as requested by such Beneficiary or Beneficiaries (or
legal representative) as follows:


                                      -11-


<PAGE>


         (a)      A monthly, quarterly, or annual installment payable over a
    fifteen (15) year period, commencing on the first day of the second calendar
    month following the date of death of the Participant. The amount payable for
    the first year hereunder shall be an amount that will fully amortize the
    balance in the Participant's Deferred Benefit Account, as of the
    Participant's Benefit Determination Date, over the fifteen (15) year period,
    based on assumed interest earnings using an interest rate equal to the
    Moody's Seasoned Corporate Bond Yield Index, as published monthly by Moody's
    Investor's Service, Inc., or successor thereto, or if such monthly index is
    no longer published, a substantially similar average as established by the
    Plan Committee (such interest rate being hereinafter referred to as the
    "Moody's Interest Rate"), as of such Benefit Determination Date. Thereafter,
    annually, on the Anniversary Date, the amount payable for the following year
    shall be adjusted to an amount that will fully amortize the remaining
    balance in the Participant's Deferred Benefit Account, on said date, over
    the remaining years in the aforesaid fifteen (15) year installment period,
    based on the Moody's Interest Rate as of said Anniversary Date. The balance
    in a Participant's Deferred Benefit Account, at any time after his death,
    will be the unamortized balance thereof taking into account payments to
    date, or

         (b)      A lump sum distribution of such Participant's Death Benefit as
    determined pursuant to Paragraph 6.3, payable to such Beneficiary or
    Beneficiaries (or legal representatives) no later than the first day of the
    second calendar month following such Participant's death.


                                      -12-
<PAGE>



         6.2      Participant's Death Following Retirement. If Participant dies
following retirement from full-time employment with Employer, but prior to the
payment of all amounts payable to Participant pursuant to Article V, hereof,
Employer shall pay to the Beneficiary: or Beneficiaries designated in writing by
Participant in Schedule A, (or to Participant's Estate if Participant fails to
so designate a Beneficiary or Beneficiaries) the amounts which would otherwise
be payable to Participant, pursuant to Article V, hereof, except for
Participant's death. The amounts payable to such Beneficiary or Beneficiaries as
the result of Participant's death shall be payable pursuant to the method of
payment of such Death Benefits specified by Participant in such Participant's
Benefit Payment Election. Participant shall select such payment methods as
follows:


         (a)      Continuation of Participant's Retirement Benefit, payable over
    its remaining term thereof, as if such Participant had not died (with
    interest determined in accordance with Section 5.5(a)); or

         (b)      A lump sum distribution of such amount, determined pursuant to
Paragraph 5.4, hereof, payable to such Beneficiary or Beneficiaries (or legal
representative) no later than the first day of the second calendar month
following such Participant's death.

         6.3      Determination of Death Benefit.

         (a)      The amount of the Death Benefit with respect to a Participant
    shall be equal to the total amount of such Participant's Deferred Benefit
    Account, including


                                      -13-


<PAGE>


    interest at the Interest Earnings Rate through such Benefit Determination
    Date, determined pursuant to Paragraph 4.1, hereof, if death occurs before
    retirement, and pursuant to Paragraph 5.4, hereof, if death occurs after
    retirement.

         (b)      Notwithstanding the foregoing, if Participant dies prior to
    retirement from full-time employment with Employer and termination of
    employment with Employer, the amount of the death benefit with respect to
    such Participant shall be the greater of: (i) the amount of the Death
    Benefit determined pursuant to Paragraph 6.3(a), hereof; or (ii) the amount
    determined pursuant to Schedule C, attached hereto and made a part hereof.

         6.4      Death of Beneficiary. In the event of the death of a
Beneficiary who is receiving a Death Benefit in installments pursuant to
Paragraph 6.1(a) or 6.2(a), such remaining benefit to which such Beneficiary was
entitled at the time of such Beneficiary's death shall continue to be payable to
the beneficiary or beneficiaries, designated in writing by such Beneficiary, on
a form to be submitted by such Beneficiary to Plan Committee (or to
Beneficiary's Estate if Beneficiary fails to so designate a beneficiary or
beneficiaries).

                      ARTICLE VII. -- TERMINATION BENEFITS

         7.1      Termination of Employment.

         (a)      If prior to a Change in Control, a Participant's employment
    with Employer is terminated for any reason (excluding Normal or Later
    Retirement, Death or Disability), prior to Normal Retirement Date,
    Participant's participation in this Plan shall immediately cease and
    Employer shall pay to Participant a Termination Benefit, determined pursuant
    to Paragraphs 7.1(b) and 7.1(c), hereof, payable pursuant to the


                                      -14-


<PAGE>



    provisions of Paragraph 7.3, hereof. For purposes hereof, prior to a Change
    in Control, Plan Committee shall determine what constitutes a termination of
    Participant's employment with Employer and the effective date thereof.

         (b)      The amount of the Participant's Termination Benefit shall be
    equal to the total amount of such Participant's Deferred Benefit Account,
    determined pursuant to Paragraph 4.1, as of the date of Participant's
    termination, except that the Interest Earnings Adjustment, determined
    pursuant to Paragraph 4.3, hereof, with respect to such Deferred Benefit
    Accounts shall be determined using an Interest Earnings Rate, as determined
    herein ("Termination Interest Earnings Rate"), in lieu of the Interest
    Earnings Rate described in Paragraph 4.3, hereof, as if the Termination
    Interest Earnings Rate had been in effect, with respect to such
    Participant's Deferred Benefit Account, from the commencement of
    Participant's participation in this Plan through such Benefit Determination
    Date.

         (c)      The Termination Interest Earnings Rate to be applied pursuant
    to Paragraph 7.1(b), hereof, shall be a composite rate of interest based on
    the following table:



                                      -15-
<PAGE>


<TABLE>
<CAPTION>
                                                                              Percentage of
                                      Percentage of                      Deferral Benefit Account
Full Years Of Active            Deferred Benefit  Account                Earning Moody's Plus 3%
 Plan Participation            Earning Prime Rate less 3%                    (Paragraph 4.3)
--------------------           --------------------------                ------------------------
<S>                            <C>                                       <C>
    0 through 5                           100%                                    0%
         6                                 80%                                    20%
         7                                 60%                                    40%
         8                                 40%                                    60%
         9                                 20%                                    80%
    10 and over                             0%                                   100%
</TABLE>

         For purposes hereof, the Prime Rate shall equal the average Prime Rate
as in effect on the first business day of each calendar month, at The First
National Bank of Atlanta, in Atlanta, Georgia, or any successor thereto.

         7.2      Termination For Cause. Notwithstanding any other provisions
herein to the contrary and except as provided in Article XII hereof, if
Participant's employment with Employer is terminated, prior to actual
retirement, for any reason related to such Participant's conviction of a felony,
relating to the performance of Participant's Employer, such Participant's
participation in this Plan shall be terminated and Participant shall be entitled
to none of the Retirement, Death, Termination or Disability Benefits or any
other benefits provided for in the Plan; provided, however, that Participant or
Participant's Beneficiary or Beneficiaries (or legal representative, as the case
may be) shall be paid the total balance of all amounts of such Participant's
deferred compensation and Rollover Contributions pursuant to Paragraph 3.1,
hereof, without interest. Such amounts shall be payable pursuant to the
provisions of Paragraph 7.3, hereof.


                                      -16-


<PAGE>


         7.3      Payment of Termination Benefits. Benefits payable to a
Participant as a result of such Participant's termination of employment with
Employer, pursuant to the provisions of Paragraph 7.1 or 7.2, hereof, except for
Early Retirement Benefits pursuant to Paragraph 5.2 which shall be payable
pursuant to the provisions of Paragraph 5.5, shall be payable, pursuant to one
of the following methods of payment, as determined by Plan Committee in its sole
discretion:

         (a)      An annual payment of one-fifth (l/5th) of such Termination
    Benefit amount for a period of five (5) years commencing on the first day of
    the second calendar month following Participant's termination of employment
    with Employer. Each payment after the first shall include interest earned on
    the unpaid balance determined using the Termination Interest Earnings Rate
    in effect on the Benefit Determination Date and the Anniversary Date
    thereafter, as specified in Paragraph 7.1(c), and applied prospectively. or

         (b)      A lump sum distribution of such Participant's Termination
    Benefit, as determined pursuant to Paragraph 7.1 or 7.2, hereof, payable
    within ninety (90) days of such Participant's termination of employment with
    Termination

         7.4      Death of Participant After Termination. If a Participant shall
die prior to the final payment of his Termination Benefit under this Article
VII, such amount, determined pursuant to this Article VII, shall be paid to the
Beneficiary or Beneficiaries designated in writing by Participant in Schedule A
(or to Participant's Estate if Participant fails to so designate a Beneficiary
or Beneficiaries) either as a continuation of such Termination Benefit or a lump
sum distribution as described in Paragraph 6.3, hereof.


                                      -17-
<PAGE>


         7.5      Termination After Early Retirement Date. Except as otherwise
provided in Paragraph 7.2, hereof, if Participant's employment with Employer is
terminated for any reason (excluding Normal or Later Retirement, Disability or
Death) after a Participant's Early Retirement Date, Participant shall be deemed
to have retired from employment pursuant to the provisions of Paragraph 5.2,
hereof.

         7.6      Hardship. A Participant (whether or not actively employed) 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
Plan Committee may establish, may file a written request with the Plan Committee
for distribution of all or a portion of the amount credited to his Deferred
Benefit Account. The Plan 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 Plan Committee shall have authority in connection with
such hardship request to accelerate the date and method of payment of the
Participant's Deferred Benefit Account.

                           ARTICLE VIII. -- DISABILITY

         8.1      Disability. If a Participant, prior to retirement or
termination of employment with Employer, becomes totally disabled, such
Participant's participation in this Plan shall cease and Employer shall pay to
such Participant a Disability Benefit, in lieu of any other Benefit provided for
herein, equal to the total amount of such Participant's Deferred Benefit
Account, determined pursuant to Paragraph 4.1, as of the Benefit Determination
Date when such Participant is determined to be totally disabled, including


                                      -18-
<PAGE>


interest at the Interest Earnings Rate through such Benefit Determination Date.
Total disability shall mean a physical or mental condition which is expected to
be totally and permanently disabling. If Employer, Plan Committee and a
Participant agree that such Participant is unable by reason of his physical or
mental condition, to perform his customary work for Employer, or any comparable
work for Employer for which he is suited by reason of education or experience,
and that such incapacity will be permanent, such unanimous agreement shall be
conclusive determination of such Participant's Total Disability. If Plan
Committee, Employer and such Participant do not unanimously agree, then each
shall vote, and, by a majority vote, select a physician to determine and certify
to Plan Committee whether such Participant's condition renders him permanently
incapable of further performance of his customary work for Employer, or any
comparable work for Employer for which he is suited by reason of education or
experience. Such physician's certification shall be final and binding on all
parties. The reasonable expenses of such determination and certification shall
be paid by Employer.

         8.2      Payment of Disability Benefits. Disability Benefits payable to
a Participant as a result of such Participant's total disability, pursuant to
Paragraph 8.1, hereof, shall be payable pursuant to any of the following methods
of payment, as determined by Plan Committee, upon consultation with Participant:

         (a)      In either five (5) or fifteen (15) annual installments,
    payable monthly, quarterly or annually, including interest, determined using
    the Interest Earnings Rate, described in Paragraph 4.3, hereof, computed as
    provided for in Paragraph 5.5(a),


                                      -19-
<PAGE>


    commencing on the first day of the second calendar month following the date
    the Participant is determined to be totally disabled; or

         (b)      A lump sum distribution of such Participant's Disability
    Benefit, as determined pursuant to Paragraph 8.1, hereof, payable to such
    Participant no later than the first day of the second calendar month after
    the date such Participant is determined to be totally disabled.

         8.3      Death of Participant After Total Disability. If a Participant
shall die prior to the final payment of the Disability Benefit under this
Article VIII, such unpaid amounts, determined pursuant to this Article VIII,
shall be paid to such Participant's Beneficiary or Beneficiaries (or legal
representative) either as a continuation of such Disability Benefit or as a lump
sum distribution of the actuarially adjusted remaining benefit as described in
Paragraph 8.2(b), hereof. Such death benefit shall be in lieu of any other death
benefit payable hereunder.

                       ARTICLE IX. -- PLAN ADMINISTRATION

         9.1      Plan Committee. This Plan and all matters related hereto,
shall be administered by the Plan Committee which shall be the "named
fiduciary". The Plan 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. Plan Committee may
engage the services of independent actuaries and administrative personnel, who
shall certify, from time to time, to Plan Committee, the amounts required, from
time to time, to provide for Employer's obligation to provide Deferral Benefits
under the Plan.


                                      -20-
<PAGE>


         9.2      Claim. Any person claiming a benefit, requesting an
interpretation or ruling under this Plan, or requesting information under the
Plan shall present the request, in writing, to Plan Committee which shall
respond in writing as soon as practicable.

         9.3      Denial of Claim. If the claim or request is denied, the
written notice of denial shall state:

         (a)      The reason for denial, with specific reference to the Plan
    provisions on which the denial is based.

         (b)      A description of any additional material or information
    required and an explanation of why it is necessary.

         (c)      An explanation of the Plan's claim review procedure.

         9.4      Review of Claim. Any person whose claim or request is denied
or who has not received a response within 90 days may (within 60 days after such
denial, or 90 day period, whichever is earlier) request review by notice given
in writing to Plan Committee. A request to review Plan Committee's denial of a
claim or request, must state the specific reasons, including any Plan
provisions, upon which such request for review is based. The claim or request
shall be reviewed by Plan Committee who may, but shall not be required to, grant
the claimant a hearing. On review, the claimant may have representation, examine
pertinent documents, and submit issues and comments in writing.

         9.5      Final Decision. The decision on review shall normally be made
within 60 days. If an extension of time is required for a hearing or other
special circumstances, the claimant shall be notified and the time limit shall
be 120 days. The decision shall be in




                                      -21-
<PAGE>


writing and shall state the reason and the relevant plan provisions. All
decisions on review shall be final and bind all parties concerned.

                       ARTICLE X. -- PARTICIPANT'S RIGHTS

         10.1     Ineligibility to Participate in Deferred Compensation Plan.
Prior to a Change in Control, in the event Plan Committee determines that
Employee is ineligible or becomes ineligible to participate or to continue to
participate in this Plan, Employer may terminate Participant's participation in
this Plan, upon ten (10) days notice to Participant and Participant shall be
entitled to Termination Benefits pursuant to Paragraph 7.1, hereof.

         10.2     Benefits Unfunded. The benefits provided by this Plan shall be
unfunded. All amounts payable under this Plan to a 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. Any insurance policy or other asset acquired or held by the
Obligated Employer shall not be deemed to be held under any trust for the
benefit of


                                      -22-
<PAGE>


Participant or to be security for the performance of the Obligated Employer's
obligations pursuant hereto.

         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 Plan
Administrator shall direct the trustee to pay such benefits to the Participant
from the assets of the trust.

         10.3     Spendthrift Provision. Neither a Participant nor any other
person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in
advance of actual receipt the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are, expressly declared to be
unassignable and non-transferable. No part of the amounts payable shall, prior
to actual payment, be subject to seizure or sequestration for the payment of any
debts, judgments, alimony or separate maintenance owed by a Participant or any
other person, except for a Qualified Domestic Relations Order, pursuant to
Section 414(p) of the Internal Revenue Code, as amended, nor be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency.

         10.4     Plan Not An Employment Agreement. This Plan shall not be
deemed to constitute an employment agreement between the parties hereto nor
shall any provision,


                                      -23-
<PAGE>


hereof, restrict the right of Employer to discharge Participant as an employee
of Employer or restrict Participant's right to terminate his employment.

         10.5     Protective Provisions. Participant will cooperate with
Employer by furnishing any and all information requested by Employer in order to
facilitate the payment of benefits hereunder, taking such physical examinations
as Employer may deem necessary and taking such other action as may be requested
by Employer. If Participant refuses so to cooperate, is uninsurable or is
insurable at other than standard rates, Participant shall be ineligible to
participate in this Plan. If Participant commits suicide during the two-year
period beginning on the date of his participation in the Plan, or if Participant
makes any material misstatement of information or nondisclosure of medical
history, then Participant shall not be considered as having been a Participant
in the Plan and Participant or his Beneficiary shall thereupon be paid by
Employer the total amount of such Participant's Compensation actually deferred
hereunder, without interest.

         10.6     Offset. If at the time benefit payments are to be made
hereunder prior to a Change in Control, Participant or his Beneficiary or both
are indebted to Employer, then the payments remaining to be made to Participant
or his Beneficiary, or both may, at the discretion of Employer, be reduced by
the amount of such indebtedness.

         10.7     Guarantee of Performance. 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 the
Participant under the Plan if the Obligated Employer (as



                                      -24-
<PAGE>

defined in Section 10.2) designated to perform such obligations and
responsibilities or pay such benefits fails or is unable to do so."

                          ARTICLE XI. -- MISCELLANEOUS

         11.1     Termination of Plan. Employer, upon written notice to
Participants, prior to a Change in Control, shall have the right, at any time,
to terminate this Plan. Such termination shall become effective when authorized
by the Board of Directors of Employer and written notice is given to
Participants. Upon termination of this Plan, Participant shall receive a
Termination Benefit as provided for in Article VII, hereof, as if Participant's
employment had terminated on the date of termination of this Plan. Except as
otherwise provided in Paragraph 11.2, hereof, if such a Plan Termination occurs,
pursuant to this Paragraph 11.1, each Participant's Termination Interest
Earnings Rate, pursuant to Paragraph 7.1, hereof, shall equal the Interest
Earnings Rate described in Paragraph 4.3, hereof. 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 in any way to
reduce the benefits provided under this Plan, the Interest Earnings Rate or the
Termination Interest Earnings Rate, or otherwise adversely affect any
Participant's participation in this Plan.

         11.2     Change of Tax Status. In the event that, as a result of
statutory amendments to the Internal Revenue Code of 1954, as amended, there is
a significant change (as determined by Plan Committee) in the Federal Income Tax
consequences to Employer, with respect to establishment and maintenance of this
Plan, and as a result of such change in



                                      -25-
<PAGE>


tax status and the impact thereof on Employer, Employer terminates this Plan,
Participants shall be entitled to receive Termination Benefits as provided for
in Article VII, hereof, as if the Participants' employment had terminated on the
date of termination of this Plan. Notwithstanding the foregoing, if such a Plan
Termination occurs, pursuant to this Paragraph 11.2, more than two years after
the effective date of this Plan, as set by Plan Committee, each Participant's
Termination Interest Earnings Rate, pursuant to Paragraph 7.1, hereof, shall
equal the Interest Earnings Rate described in Paragraph 4.3, hereof.

                  11.3     Amendments and Modifications. Prior to a Change in
Control, Employer may amend or alter this Plan, including amendments or
alterations with respect to Participants' Benefits, at any time, and from time
to time. Amendments shall be effective when authorized by the Board of Directors
and upon written notice to Participants. In the event that any such amendment or
alteration to this Plan is made by Employer which affects Participants'
Benefits, any affected Participant may, within ninety (90) days after the
effective date of such amendment or alteration, elect to terminate participation
in the Plan. In the event that a Participant terminates participation in the
Plan, pursuant to this Paragraph 11.4, but continues to be an employee of
Employer, such-Participant shall be entitled to a Termination Benefit determined
pursuant to Paragraph 7.1(b), hereof, except that for purposes hereof, the
Termination Interest Earnings Rate shall equal the Interest Earnings Rate
described in Paragraph 4.3, hereof. Such Benefit shall be payable to Participant
pursuant to the provisions of Paragraph 7.3(a) or (b), as determined by Plan
Committee in its sole discretion.



                                      -26-
<PAGE>

         11.4     Inurement. This Plan shall be binding upon and shall inure to
the benefit of Employer and each Participant hereto and their respective heirs,
executors, administrators, successors and assigns.

         11.5     Governing Law. This Plan is made pursuant to, and shall be
governed by, the laws of the State of Georgia, in all respects, including
matters of construction, validity and performance.

                        ARTICLE XII. - CHANGE IN CONTROL

         12.1     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 Employer (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 a
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 Employer, 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



                                      -27-
<PAGE>

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 Employer. Notwithstanding anything contained in this Plan 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.

         12.2     Change in Control. For purposes of this Plan, a Change in
Control shall mean any of the following events:

         (a)      The acquisition (other than from the Employer) 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 Employer'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 Employer'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

         (c)      Approval by stockholders of the Employer of (1) a merger or
consolidation involving the Employer if the stockholders of the Employer,
immediately before such merger or consolidation do not, as a result of such
merger or consolidation, own,


                                      -28-


<PAGE>


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 Employer
outstanding immediately before such merger or consolidation or (2) a complete
liquidation or dissolution of the Employer or an agreement for the sale or other
disposition of all or substantially all of the assets of the Employer.

         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 Employer'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 Employer 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 Employer
in the same proportion as their ownership of stock in the Employer immediately
prior to such acquisition.

         12.3     Termination of Employment . Notwithstanding anything contained
in this Plan to the contrary, if a Participant's employment is terminated by
Employer (other than for Cause) or by the Participant for any reason within two
(2) years following a Change in Control, Employer shall, within five (5) days,
pay to the Participant a lump sum cash payment of his or her Deferred Benefit
Account as of the date of termination of employment plus interest on such
Account at the Interest Earnings Rate to the date of payment.

         12.4     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




                                      -29-
<PAGE>



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.


                                      -30-
<PAGE>


                                   Appendix 1
                               Adopting Employers

         North Bros., Inc.
         National Service Industries, Inc. of Georgia
         NSI Enterprises, Inc.
         Zep Manufacturing Company
         NSI Services, L.P.



<PAGE>


                                   SCHEDULE A
                        NATIONAL SERVICE INDUSTRIES, INC.
                         SENIOR MANAGEMENT BENEFIT PLAN
                           ELECTION TO PARTICIPATE AND
                 DEFER COMPENSATION AND BENEFIT PAYMENT ELECTION

To the Plan Committee:

                  I hereby elect to participate in NATIONAL SERVICE INDUSTRIES,
INC. SENIOR MANAGEMENT BENEFIT PLAN, (the "Plan") pursuant to the terms and
conditions of such Plan contained in the Plan document adopted by NATIONAL
SERVICE INDUSTRIES, INC., ("Employer"), all of which terms and conditions are
incorporated herein by reference.

I.  COMPENSATION DEFERRAL ELECTION

I hereby elect to defer $___________ per Plan Year of my Salary and/or
$_____________ per Plan Year of my Bonus, but no less than a total of $2,500.00
per Plan Year, earned after the date of this election. I understand that if my
Bonus is less than such Bonus Deferral, the difference shall be a Salary
Deferral for the next Plan Year.

II.  DEFERRAL TERM

         Salary Deferral. The total amount of such Salary Deferral shall be
-------  deferred ratably, over each pay period, for four (4) eight (8)
         consecutive years, commencing on September 1, 1985. (Check One. If you
         desire both a four (4) year and an eight (8) year deferral, complete a
         separate Schedule A for each election).

         Bonus Deferral. The total amount of such Bonus Deferral shall be
-------  deferred annually for _________ four (4) eight (8) consecutive years,
         commencing with the Bonus payable with respect to the Plan Year
         beginning September 1, 1985. (Check One. If you desire both a four (4)
         year and an eight (8) year deferral, complete a separate Schedule A for
         each election).

III.  ROLLOVER CONTRIBUTION

         I hereby elect to make a Rollover Contribution of $______________ or
-------  all ____________ (indicate dollar amount or all) from my Primary
         Account in any of Employer's Deferred Compensation Plans.

<PAGE>

IV.  BENEFIT PAYMENT ELECTION


         (A)  RETIREMENT BENEFITS

         I hereby elect to receive my Retirement Benefits as follows:

                  (i)      Installment payments payable annually quarterly
                           monthly, for fifteen (15) consecutive years. (Check
                           One).
-------

                  (ii)     Lump Sum Distribution.

-------

         (B)  RETIREMENT BENEFIT COMMENCEMENT DATE

I hereby elect to have my Retirement Benefits commence on the first day of the
second calendar month following my:

                  (i)      Normal Retirement Date
-------

                  (ii)     Actual Retirement
-------

                  (iii)    _____ (Enter Date between age 65 and age 70 years but
                           on or after actual retirement)
-------

         (C)  DEATH BENEFITS

         I hereby elect to have my post-retirement Death Benefit paid to my
Beneficiary or Beneficiaries (or legal representative, as the case may be), as
follows:

                                  Continuation of my Retirement Benefit
                  --------------

                                  Lump Sum Distribution
                  --------------

V.  BENEFICIARY DESIGNATION

         I designate the following person(s) as Primary and Contingent
Beneficiaries of the Death Benefit under the Plan:

Primary Beneficiary:                   Contingent Beneficiary(s): (if Primary
                                       Beneficiary has not survived)

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

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

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

                                      -2-

<PAGE>

         I retain the right, at any time, to change such Beneficiary by giving
written notice of such change to the Plan Administrative Committee.

Dated:
      -------------------------------


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

                                           S.S.N.
                                                 ------------------------------



                                      -3-