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                                                                    Exhibit 10.3

                                  THE LIMITED
                          SUPPLEMENTAL RETIREMENT AND
                          DEFERRED COMPENSATION PLAN
                          (Effective January 1, 2000)


                                   ARTICLE I

                                  Introduction
                                  ------------

     1.1.  Limited Service Corporation, a Delaware corporation (the "Company"),
previously established The Limited Supplemental Retirement Plan (the "Plan") in
order to provide eligible associates of the Company and its Affiliates with
certain benefits that could not be provided to such associates under The
Limited, Inc. Savings and Retirement Plan ("SARP") because of the limitations
imposed by Sections 401(a)(17) and 415 of the Internal Revenue Code.  The
Company also previously established The Limited Deferred Compensation Plan (the
"Deferred Compensation Plan") in order to provide an opportunity for income
deferral to certain associates of the Company and its Affiliates who were
excluded from eligibility to make pre-tax deferrals under the SARP in order to
enable the SARP to satisfy the nondiscrimination requirements imposed by
Sections 401(k) and 401(m) of the Code.  The Company hereby combines the
Supplemental Retirement Plan and the Deferred Compensation Plan into a single
plan, effective as of January 1, 2000. All benefits earned by participants in
the Supplemental Retirement Plan and/or the Deferred Compensation Plan prior to
January 1, 2000, will be paid to such participants pursuant to the provisions of
this Supplemental Retirement and Deferred Compensation Plan.

     1.2.  The Company intends for the Plan to be an unfunded deferred
compensation plan for a select group of management and highly compensated
associates within the meaning of United States Department of Labor regulations
Section 2520.104-23.

     1.3.  For purposes of communicating with Plan Participants, those
provisions of this Plan which govern Deferral Credits and Matching Credits may
be referred to as the "Alternative Savings Plan" and those provisions governing
Supplemental Credits and Discretionary Credits may be referred to as the
"Supplemental Retirement Plan" or "SERP."

                                  ARTICLE II

                                  Definitions
                                  -----------

     Whenever the following words and phrases are used in this document, they
shall have the meanings stated below unless a different meaning is plainly
required by the context:
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     2.1.  "Account" means the account maintained by the Committee and the
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Employer reflecting the accrued benefit of a Participant under the Plan. With
respect to Participants who were participants in the Supplemental Retirement
Plan and/or the Deferred Compensation Plan as of December 31, 1999, the Account
of each such Participant shall be credited with all amounts credited to such
Participant's accounts under the Supplemental Retirement Plan and the Deferred
Compensation Plan as of such date.

     2.2.  "Affiliate" means (i) any corporation that is a member of a
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controlled group of corporations, as defined in Section 414(b) of the Code, of
which the Company is a member; (ii) any other trade or business (whether or not
incorporated) that is under common control, as defined in Section 414(c) of the
Code, with the Company; and (iii) any business that is a member of an affiliated
service group, as defined in Section 414(m) of the Code, of which the Company is
a member.

     2.3.  "Beneficiary" means the person or persons designated by a
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Participant as his or her beneficiary or beneficiaries under the SARP.

     2.4.  "Code" means the Internal Revenue Code of 1986, as now existing or
            ----
hereinafter amended, and regulations issued thereunder.

     2.5.  "Committee" means the Administrative Committee under the SARP.
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     2.6.  "Company" means Limited Service Corporation, a Delaware corporation,
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and its successors.

     2.7.  "Compensation" means compensation subject to deferral under the SARP
            ------------
without taking into account the limitations of Code Section 401(a)(17).

     2.8.  "Compensation Committee" means the Compensation Committee of the
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Company's Board of Directors. No Participant may serve as a member of the
Compensation Committee.

     2.9.  "Deferral Account" means the portion of a Participant's Account
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derived from Deferral Credits.

     2.10. "Deferral Agreement" means an agreement, in a form prescribed by the
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Committee, by which a Participant may elect to defer receipt of a portion of his
or her Compensation pursuant to Section 4.1

     2.11. "Deferral Credits" means the amounts credited to a Participant's
            ----------------
Account pursuant to Section 5.2.

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     2.12. "Discretionary Account" means the portion of a Participant's Account
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derived from Discretionary Credits.

     2.13. "Discretionary Credits" means the amounts credited to a Participant's
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Account pursuant to Section 5.5.

     2.14. "Effective Date" means January 1, 2000, the effective date of the
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Plan as set forth herein.

     2.15. "Employer" means the Company and each Affiliate that is a
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participating employer under the SARP and that elects to participate in the Plan
by action of its board of directors.

     2.16. "Matching Account" means the portion of a Participant's Account
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derived from Matching Credits.

     2.17. "Matching Contributions" means the matching contributions made by the
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Employer for the benefit of Participants in accordance with the terms of the
SARP.

     2.18. "Matching Credits" means the amounts credited to a Participant's
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Account pursuant to Section 5.3.

     2.19. "Participant" means an associate of the Employer who is eligible to
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receive Supplemental, Deferred, Matching or Discretionary Credits pursuant to
Section 3.1 of the Plan.

     2.20. "Plan" means The Limited Supplemental Retirement and Deferred
            ----
Compensation Plan, as set forth herein and as amended from time to time.

     2.21. "Plan Year" means the calendar year.
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     2.22. "Retirement Contributions" means the retirement contributions made
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by the Employer for the benefit of Participants in accordance with the terms of
the SARP.

     2.23. "SARP" means The Limited, Inc. Savings and Retirement Plan.
            ----

     2.24. "SARP Limitations" means the limitations imposed by Sections
            ----------------
401(a)(17) and 415 of the Code on the amount that may be contributed by an
Employer to the SARP on behalf of a Participant.

     2.25. "Supplementary Account" means the portion of a Participant's Account
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derived from Supplementary Credits.

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     2.26. "Supplementary Credits" means the amounts credited to a Participant's
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Account pursuant to Section 5.4.

     2.27. "Termination of Employment" means the termination of a Participant's
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employment with the Company and its Affiliates for any reason.

                                  ARTICLE III

                                 Participation
                                 -------------

     3.1.  Participation.  An associate of the Employer who is eligible to
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participate in the SARP will automatically become a Participant in the Plan for
purpose of receiving Supplemental Credits if the amount of Retirement
Contributions made on behalf of such associate under the SARP is limited by the
SARP Limitations.  The Committee, in its sole discretion, may from time to time
designate certain other management and highly compensated associates of the
Employer, including associates who are not participants in the SARP, as eligible
to participate in the Plan for purposes of receiving Supplemental Credits.  The
Committee, in its sole discretion, shall designate which associates of the
Company and its Affiliates are eligible to participate in the Plan for purposes
of receiving Deferral Credits, Matching Credits and Discretionary Credits.

     3.2.  Duration of Participation.  An associate eligible to participate in
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the Plan shall continue to be a Participant until the Committee revokes such
designation or the associate incurs a Termination of Employment.

                                  ARTICLE IV

                           Deferral of Compensation
                           ------------------------

     4.1.  Election to Defer.  A Participant who is eligible to receive Deferral
           -----------------
Credits may elect to defer a portion of the Compensation otherwise payable to
him or her by filing a Deferral Agreement with the Employer.  The Deferral
Agreement must be filed with the Employer prior to the first day of the Plan
Year to which it relates. If an associate first becomes a Participant after the
first day of a Plan Year, he or she must file a Deferral Agreement with the
Employer within thirty (30) days after the date on which he or she first became
a Participant in order to defer a portion of his or her Compensation during such
Plan Year.  A Deferral Agreement shall only apply to Compensation earned after
the date on which the Deferral Agreement is filed with the Employer.
Notwithstanding the foregoing, an associate who is notified of his or her right
to participate in the Plan for purposes of electing Deferral Credits but does
not file a Deferral Agreement with the Employer (or otherwise inform the
Employer in writing of his or her desire not to elect Deferral Credits) prior to
the

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date specified in this Section 4.1, shall be deemed to have elected to defer the
maximum amount permitted by Section 4.2.

     4.2. Amount of Deferral.  The portion of Compensation payment of which
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may be deferred pursuant to the Plan must be in whole percentage points of
Compensation, and shall not exceed three percent (3%) of the Compensation of the
Participant.

     4.3. Modification of Deferral Agreement.  A Deferral Agreement shall
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remain in full force and effect until modified or terminated by the filing of a
new Deferral Agreement with the Employer. A new Deferral Agreement shall only
apply to Compensation earned by the Participant after the end of the Plan Year
in which such Deferral Agreement is filed with the Employer. In the event a
Participant terminates his or her Deferral Agreement, the Participant may resume
deferrals under the Plan by completing a new Deferral Agreement to be effective
as of the first day of the next Plan Year.

                                   ARTICLE V

                            Maintenance of Accounts
                            -----------------------

     5.1. Accounts.  The Employer and the Committee shall maintain on the
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Employer's books and records an Account for each Participant that shall be
adjusted to reflect credits under this Article V and payments and forfeitures
under Articles VI and VII. In the event that the Company establishes a reserve
pursuant to Section 9.5, the Company may, in its discretion, adjust the Accounts
of Participants as of each Valuation Date to reflect the investment performance
of such reserve. Such adjustment shall be made on a pro-rata basis by assuming
that an equal percentage of each Account under the Plan is invested in the
reserve. The Employer or the Committee may, from time to time, assess reasonable
service charges against all or any portion of the Accounts to defray costs
associated with the implementation and administration of the Plan. Payments
under the Plan shall be charged against Accounts on the date on which the
payments are made and forfeitures shall be charged on the date of Termination of
Employment.

     5.2. Deferral Credits.  As of the last day of each calendar month, the
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Deferral Account of each Participant eligible to receive Deferral Credits shall
be credited with Deferral Credits equal to the amount of Compensation deferred
by the Participant for such month under Article IV.

     5.3. Matching Credits.  As of the last day of each calendar month, the
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Account of each Participant for whom a Deferral Credit is made shall be credited
with a Matching Credit in an amount equal to two (2) times the Participant's
Deferral Credit for such month or such greater or lesser amounts as the Employer
shall determine prior to the date on which the Compensation to which the related
Deferral Credit is deferred.

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     5.4. Supplementary Credits.  As of the last day of each Plan Year, the
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Supplementary Account of each Participant who is still a Participant on such
date shall be credited with a Supplementary Credit equal to the amount of
Retirement Contributions not credited to the Participant under the SARP because
of the SARP Limitations.

     5.5. Discretionary Credits.  As of the last day of each Plan Year, and as
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of such other dates as the Compensation Committee may determine, the
Discretionary Account of a Participant may be credited with Discretionary
Credits. The determination as to which Participants, if any, shall be entitled
to receive Discretionary Credits, and the amount of such Discretionary Credits,
shall be made by the Compensation Committee in its sole discretion.

     5.6. Earnings Credited.  The Committee shall establish a rate of return
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to be applied to each Participant's Account. The Committee may establish
different rates to apply to the portion of a Participant's Account attributable
to Deferral Credits, Matching Credits, Supplementary Credits and Discretionary
Credits and may establish different rates for different portions of the Plan
Year. The rates established by the Committee shall be based on such interest
rate related factors or indicia as the Committee deems appropriate, including
but not limited to the Employer's cost of funds or cost of borrowing. Such rate
or rates shall be applied as of the last day of each Plan Year to the Account
balance at the beginning of the Plan Year less the amount of any payments and
forfeitures from the Account during such Plan year.

     5.7. Participant Statements.  A written statement indicating the total
          ----------------------
amount credited to a Participant's Account shall be furnished by the Committee
to the Participant not more than ninety (90) days after the end of each Plan
Year. All statements shall be based on the net value of the Accounts as of the
last day of the Plan Year, to the extent such values are available to the
Committee.

                                  ARTICLE VI

                                    Vesting
                                    -------

     6.1. Vested Percentage.  A Participant shall at all times be 100 percent
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vested in his or her Deferral Account. A Participant's vested percentage in his
or her Matching Account, Supplementary Account and Discretionary Account shall
be equal to the Participant's vested percentage in his or her Retirement Account
and Matching Account under the SARP, determined as of the date any payment is to
be made. The portion of a Participant's Account that is not fully vested shall
be forfeited on the date of the Participant's Termination of Employment.

     6.2. Acceleration of Vesting.  The Committee, in its sole discretion, shall
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have the power to accelerate the rate of vesting of all or any portion of any
Account to such extent and at such times as may be in the best interest of the
Employer and the Participant.

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<PAGE>

                                  ARTICLE VII

                                   Payments
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     7.1. Termination of Employment.  The vested portion of the Account of a
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Participant shall be paid by the Employer to the Participant in a single lump
sum cash distribution no earlier than thirty (30) days and no later than ninety
(90) days following the Participant's Termination of Employment.

     7.2. Right of Company to Offset and Withhold.  If the Employer determines
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that a Participant is for any reason indebted to the Employer or any Affiliate,
the Employer may offset such indebtedness, including any interest accruing
thereon, against payments otherwise due under the Plan to such Participant or
such Participant's Beneficiary. The Employer shall also have the right to
withhold from any payments due under the Plan the amount of any federal, state
or local taxes required by law to be withheld from such payments.

                                 ARTICLE VIII

                           Administration and Claims
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     8.1. Membership; Procedures; Authority and Responsibilities  The Committee
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shall operate under the same rules and procedures as the administrative
committee under the SARP.  The Committee may assign all or some of its duties
hereunder to officers or other associates of the Company.  The Committee shall
have, in addition to the powers and responsibilities specifically provided for
in this Plan, all of the powers and responsibilities granted to the
administrative committee under the SARP that are applicable to the
administration and operation of this Plan, including the authority to interpret
the Plan, to adopt and revise rules and regulations relating to the Plan, and to
make any other determinations which it believes to be necessary or advisable for
the administration of the Plan.  Determinations and decisions by the Committee
shall be final and binding on associates, Participants and all other persons
except that denied claims for benefits shall be subject to review pursuant to
Section 8.2.  Any determination under the SARP that is relevant to the
administration of this Plan shall be effective under this Plan as well as under
the SARP.  No Participant shall have any responsibility or authority with
respect to the administration of the Plan, and the Committee may not assign any
of its duties to anyone who is a Participant in the Plan.

     8.2. Claims Procedures  All claims for benefits must be made under the
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rules and procedures then if effect under the SARP, including the SARP's
procedures with respect to review of denied claims.

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     8.3. Incorporation by Reference.  The provisions of the SARP related to its
          --------------------------
administrative committee, administrative procedures and claims procedures are
hereby incorporated by reference in this Plan.

     8.4. Suspension of Payments in Event of Dispute.  If the Committee is in
          ------------------------------------------
doubt concerning the entitlement of any person to any payment claimed to be due
under the Plan, the Committee may direct the Employer to suspend any such
payment until satisfied as to the entitlement of such person to such payment.
The Committee or the Employer may file or cause to be filed in any court of
competent jurisdiction an appropriate legal action or process in such form as
the Committee or the Employer deems appropriate, including an interpleader
action or an action for declaratory judgment, for a legal determination of the
entitlement of any person to any payment claimed to be due under the Plan. The
Committee and the Employer shall comply with any final order of the court in any
such suit, subject to appellate review, and the Participant and Beneficiaries
shall be similarly bound thereby.

                                  ARTICLE IX

                                 Miscellaneous
                                 -------------

     9.1. Amendment and Termination.  The Company may at any time and from time
          -------------------------
to time amend, suspend or terminate this Plan with or without the consent of any
Participant or Beneficiary, provided that no such amendment, suspension or
termination shall reduce the balance in any Participant's Account.  Such
amendment, suspension or termination may be authorized by the Company's Board of
Directors or by action of such officer or officers  of the Company as the Board
of Directors may designate.  Upon the suspension or termination of the Plan, the
Company may, in its discretion, direct early payment of the vested portion of
any or all Accounts.

     9.2. No Contract of Employment.  The establishment of the Plan, any
          -------------------------
modification thereof, the creation of one or more Accounts, and/or the making of
any payments under the Plan, shall not give any associate the right to remain in
the service of any Employer, and all Participants and other associates shall
remain subject to discharge to the same extent as if the Plan had never been
adopted.

     9.3. Tax Effects.  None of the Company, any other Employer, the Committee
          -----------
or any other person, represents or guarantees that any particular federal, state
or local tax consequences shall occur as a result of any Participant's
participation in this Plan. Each Participant is encouraged to consult with his
or her own advisors regarding the tax consequences of participation in this
Plan.

     9.4. Nonalienation of Benefits.  None of the payments, benefits, or rights
          -------------------------
of any Participant or Beneficiary shall be subject to any claim of any creditor
of such Participant or Beneficiary and, to the fullest extent permitted by law,
all such payments, benefits and rights

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<PAGE>

shall be free from attachment, garnishment or any other legal or equitable
process available to any creditor of such Participant or Beneficiary. No
Participant or Beneficiary shall have the right to alienate, commute, pledge,
encumber or assign any of the benefits or payments which the Participant or
Beneficiary may expect to receive, contingently or otherwise, under the Plan,
except the right of a Participant to designate a Beneficiary.

     9.5.  Participants' Rights Unsecured.  The Plan shall at all times be
           ------------------------------
entirely unfunded and, except as provided in the following paragraph, no
provision of this Plan shall at any time be made with respect to segregating any
assets of the Company or any other Employer for payment of any benefits
hereunder. Participants and Beneficiaries shall at all times have the status of
general unsecured creditors of the Employers, and neither Participants nor
Beneficiaries shall have any rights in or against any specific assets of the
Employers. The Plan constitutes a mere promise by the Employers to make benefit
payments in the future.

     The Company may establish a reserve of assets to provide funds for the
payment of benefits under the Plan.  Such reserve may be through a trust account
and such reserve shall, at all times, be subject to the claims of general
creditors of the Employers and shall otherwise be on such terms and conditions
as shall prevent taxation to Participants and Beneficiaries of any amounts held
in the reserve or credited to an account prior to the time payments are made.
No Participant or Beneficiary shall have any ownership rights in or to any
reserve.

     9.6.  Limitation of Liability.  The liability of the Employer and the
           -----------------------
Committee under this Plan shall be limited to the obligations expressly set
forth in the Plan, and no term or provision of this Plan may be construed to
impose any further or additional duties, obligations or costs on the Employer or
the Committee not expressly set forth in the Plan.

     9.7.  Payments to Minors, etc.  Any amount payable to or for the benefit
           -----------------------
of a minor, an incompetent person or any other person incapable of receipting
therefor may be paid to such person's guardian, to any trustee or guardian
holding assets for the benefit of such person, or to any person providing, or
reasonably appearing to provide, for the care of such person, and such payment
shall fully discharge the Committee and the Employer with respect thereto.

     9.8.  Notices.  Notices under the Plan shall be deemed to be sufficiently
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given if sent by first class, registered or certified mail addressed (i) to a
Participant or Beneficiary at such person's last known address as set forth in
the books and records of the Employer, or (i) to the Employer or the Committee
at the principal offices of the Company.

     9.9.  Headings and Captions.  The headings and captions in the Plan are
           ---------------------
provided for convenience only and shall not be employed in the construction of
the Plan.

     9.10. Entire Agreement.  This Plan and any subsequently adopted amendments
           ----------------
thereto shall constitute the entire agreement or contract between the Employer
and the

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<PAGE>

Participants and Beneficiaries regarding the Plan. No oral statement regarding
the Plan may be relied upon by any Participant or Beneficiary.

     9.11. Corporate Successors.  The Plan shall not be automatically
           --------------------
terminated by a transfer or sale of the assets of the Company or any Employer or
by the merger or consolidation of the Company or any Employer into or with any
other corporation or other entity, but the Plan shall be continued after such
sale, merger or consolidation only if and to the extent that the transferee,
purchaser or successor entity agrees to continue the Plan. In the event that the
Plan is not continued by the transferee, purchaser or successor entity, then the
Plan shall terminate subject to the provisions of Section 9.1.

     9.12. Severability.  If any term or provision of this Plan shall be held
           ------------
invalid or unenforceable by a court of competent jurisdiction, such invalidity
or unenforceability shall not affect the remaining terms and provisions hereof,
and this Plan shall be construed and enforced as if such provision had not been
included.

     9.13. Third Parties.  Nothing expressed or implied in this Plan is
           -------------
may be construed to give any person other than Participants and Beneficiaries
any rights or remedies under the Plan.

     9.14. Governing Law.  The laws of the State of Ohio applicable to
           -------------
agreements to be performed in the State of Ohio shall apply in determining the
construction and validity of the Plan and all rights and obligations under the
Plan, except to the extent such laws are preempted by federal law.

     IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its
duly authorized officers this 28th day of February, 2001.


                         LIMITED SERVICE CORPORATION

                         By /s/ Leonard Schlesinger
                           --------------------------------
                         Its Executive Vice President and
                             Chief Operating Officer

ATTEST:

_________________________
Its______________________

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