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                                                                   EXHIBIT 10.18



                               L & C SPINCO, INC.
                       EXECUTIVE BENEFITS TRUST AGREEMENT

                                TABLE OF CONTENTS

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

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

ARTICLE  3:  Trustee Expense Account........................................  8

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

ARTICLE  5:  Payments from the Trust........................................ 12

ARTICLE  6:  Management of Trust Assets..................................... 14

ARTICLE  7:  Administrative Powers.......................................... 17

ARTICLE  8:  Insurance and Annuity Contracts................................ 19

ARTICLE  9:  Trustee's Powers After a Change in Control:.................... 21

ARTICLE  10: Taxes. Expenses and Compensation of Trustee.................... 23

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

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

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

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

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

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

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

ARTICLE  18: Prohibition of Diversion....................................... 32

ARTICLE  19: Prohibition of Assignment of Interest.......................... 32

ARTICLE  20: Miscellaneous.................................................. 33
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                               L & C SPINCO, INC.
                            EXECUTIVE BENEFITS TRUST

                (Formerly, the National Service Industries, Inc.
                            Executive Benefits Trust)


                        Effective As Of ___________, 2001



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                               L & C SPINCO, INC.
                       EXECUTIVE BENEFITS TRUST AGREEMENT

         THIS ASSUMPTION AND AMENDMENT AGREEMENT, made as of the _____ day of
______, 2001, by and between L & C Spinco, Inc., a corporation organized and
existing under the laws of the State of Delaware (the "Company"), and Wachovia
Bank, N.A., a national banking association organized and existing under the laws
of the United States of America (hereinafter referred to as the "Trustee").

                                   WITNESSETH:


         WHEREAS, effective as of July 5, 1990, National Service Industries,
Inc. ("NSI") and the Trustee established the National Service Industries, Inc.
Executive Benefits Trust ("Prior Trust") to ensure that upon a change in control
of NSI eligible participants and their beneficiaries would receive the benefits
that NSI and its affiliates were obligated to provide them pursuant to certain
designated employee benefit plans; and

         WHEREAS, in connection with the spin-off of the Company from NSI,
effective ________, 2001 and pursuant to an Employee Benefits Agreement, dated
as of ____________, 2001, between the Company and NSI, the Prior Trust is being
transferred to, and assumed by, the Company in the form of this Executive
Benefits Trust (hereinafter referred to as this "Trust"); and

         WHEREAS, the Company has also established the L & C Spinco, Inc.
Benefits Protection Trust (hereinafter referred to as the "Benefits Protection
Trust") in order to ensure that "Participants" (as hereinafter defined) and
their beneficiaries will receive the benefits which the Company and its
"Affiliates" (as hereinafter defined) are obligated to provide for


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them or which they reasonably anticipate receiving pursuant to the "Plans" (as
hereinafter defined);

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

         WHEREAS, this Trust is not intended to be nor should it be construed as
a grantor trust;

         WHEREAS, upon a Change in Control, the Plans (the "Transferred Plans")
and assets attributable to the Plans held in the Benefit Account of the Benefits
Protection Trust will be irrevocably transferred to this Trust (the "Transfer")
to be held for the benefit of Participants and their beneficiaries;

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

         WHEREAS, prior to the Transfer the aforesaid obligations of the Company
are not funded;

         WHEREAS, the Company has agreed to take steps to assure that the future
payment of amounts under the Transferred Plans will not be improperly withheld
or otherwise not paid following a Change in Control; and

         WHEREAS, for purposes of assuring that such payments will not be
improperly withheld or otherwise not paid, the Company desires: (a) by means of
the Transfer to deposit with the Trustee amounts of cash, marketable securities
or other security for the payment of benefits to Participants and their
beneficiaries which are or may become payable under the


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Transferred Plans and (b) to retain the right to deposit with the Trustee
further amounts of cash, marketable securities or other security for the payment
of amounts under such Transferred Plans as they may become due and payable.

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

                            ARTICLE 1: DEFINITIONS.


         1.1      "Affiliate" shall mean any corporation, partnership or other
entity, the majority interest in which is held by the Company directly or
through one or more intermediaries, which has been designated by the Company as
participating in the Trust. The Affiliates are listed on Schedule 2.

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

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

                  (a)      The acquisition (other than from the Company) by any
"Person" (as the term person is used for purposes of Sections 13(d) or 14 (d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act")) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of
twenty percent (20%) or more of the combined voting power of the Company's then
outstanding voting securities; or

                  (b)      The individuals who, as of _____________, 2001, are
members of the Board (the "Incumbent Board") cease for any reason to constitute
at least two-thirds of the Board; provided, however, that if the election, or
nomination for election by the Company's stockholders, of any new director was
approved by a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of this Agreement, be considered as a member of the
Incumbent Board; or


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                  (c)      A merger or consolidation involving the Company if
the stockholders of the Company, immediately before such merger or consolidation
do not, as a result of such merger or consolidation, own, directly or
indirectly, more than seventy percent (70%) of the combined voting power of the
then outstanding voting securities of the corporation resulting from such merger
or consolidation in substantially the same proportion as their ownership of the
combined voting power of the voting securities of the Company outstanding
immediately before such merger or consolidation; or

                  (d)      A complete liquidation or dissolution of the Company
or an agreement for the sale or other disposition of all or substantially all of
the assets of the Company.

         Notwithstanding the foregoing, a change in Control shall not be deemed
to occur pursuant to Section 1.3(a) of this Article 1, solely because twenty
percent (20%) or more of the combined voting power of the Company's then
outstanding securities is acquired by (i) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained by the Company or
any of its subsidiaries or (ii) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the stockholders of the Company
in the same proportion as their ownership of stock in the Company immediately
prior to such acquisition (hereinafter referred to individually as a "Related
Person" and collectively as "Related Persons").

         1.4      "Company" shall mean L & C Spinco, Inc., its successors and
assigns.

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


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         1.6      "Plans" shall mean the Executives' Deferred Compensation Plan,
Supplemental Deferred Savings Plan, Supplemental Retirement Plan for Executives,
Senior Management Benefit Plan, Severance Protection Agreements with senior
corporate officers and division presidents, and any other plans or agreements
that are adopted by the Company or its Affiliates prior to a Change in Control,
in all cases as listed on Schedule 1 as may be amended from time to time prior
to a Change in Control.

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

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

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

                  (b)      any Person other than a Related Person,

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


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

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

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

                  (a)      the date the Proposal referred to in Section 1.8(a)
of this Article 1 is abandoned;

                  (b)      the acquisition of five percent (5%) of the voting
power of the Company's outstanding securities by the Person referred to in
Section 1.8(a)(1) if such acquisition does not constitute a Threatened Change in
Control under Section 1.8(b)(1);

                  (c)      the date when any person described in Section 1.8(b)
of this Article, (1) shall own less than five percent (5%) of the voting power
of the Company's outstanding securities, (2) shall have abandoned the tender or
exchange offer, or (3) shall not have elected a member of the Board as the case
may be; or

                  (d)      the date a Change in Control occurs.

                         ARTICLE 2: CREATION OF TRUST.

         2.1      The Company hereby adopts and assumes the Prior Trust and
agrees to continue such trust as amended by this Agreement. The Trustee hereby
agrees to continue as Trustee of the Trust. The Trust shall consist of two
accounts, established by the Trustee, for purposes of accounting for funds
delivered to the Trustee by the Company. One such account shall be known as the
"Trustee Expense Account," and shall be used exclusively to pay the fees,
expenses and indemnities due or incurred by the Trustee in accordance with the
terms of this Agreement. The


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other such account shall be known as the "Benefit Account," which is to be
funded by the Company in accordance with Article 4, and shall be used to make
payments under the Transferred Plans. Unless the Company directs otherwise, a
separate Trustee Expense Account and Benefit Account shall be established for
each Affiliate. The Benefit Account shall be divided into (i) separate
sub-accounts for each Participant and beneficiary (the "Sub-Accounts") and (ii)
a suspense account (the "Suspense Account"). The Sub-Accounts established
hereunder are intended to comply with the separate accounts requirement of
Section 404(a)(5) of the Internal Revenue Code of 1986, as amended (the "Code"),
and Treasury Regulations promulgated thereunder. Funds in the Benefit Account
will be allocated to the Suspense Account when they are not, or cannot be,
credited to any Sub-Account, as the Trustee, in its discretion, determines. The
Trustee, in its discretion, may at any time allocate or reallocate any funds
held in the Benefit Account among any or all of the Sub-Accounts and the
Suspense Account to the extent consistent with Section 404 (a) (5) of the Code.

         The Trustee, for investment purposes only, may commingle all Trust
assets and treat them as a single fund, but the records of the Trustee at all
times shall show the percentages or assets of this Trust allocable to the
Trustee Expense Account and the Benefit Account, including the percentages or
assets allocable to the Sub-Accounts and Suspense Account.

         2.2      The Company and the Trustee agree that this Trust created
herein shall be revocable by the Company at any time prior to or subsequent to a
Threatened Change in Control Period and prior to a Change in Control. This Trust
shall not be revocable by the Company during a Threatened Change in Control
Period or after the occurrence of a Change in Control. None of the assets and/or
income of this Trust shall be subject to any claims by creditors of the


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Company or any of its Affiliates. This Trust is not intended to be nor should it
be construed as a grantor trust within the meaning of Section 671 of the Code.

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

         2.4      Notwithstanding anything contained in this Agreement to the
contrary, upon a Change in Control cash and/or marketable securities, and all
rights under any Letters of Credit, from the Benefits Protection Trust with
respect to all Participants and their beneficiaries under the Transferred Plans
shall promptly and irrevocably be transferred from the Benefits Protection Trust
and delivered to this Trust. Upon the Transfer, the Trustee will have possession
and control of the assets so transferred (together with any other assets) of
this Trust and all of the income therefrom to hold, administer and dispose of
the same on the terms and conditions set forth herein on behalf of Participants
and their beneficiaries.

                      ARTICLE 3: TRUSTEE EXPENSE ACCOUNT.

         3.1      Upon a Change in Control, the Company will deliver to the
Trustee, to be held in trust hereunder and credited to the Trustee Expense
Account, the sum of _________________ dollars ($____________) in cash or
marketable securities, to be administered and disposed of by the Trustee as
provided herein.

         3.2      At any time after a Change in Control, the Trustee may require
the company to deliver additional amounts in cash or marketable securities to
this Trust, to be credited to the Trustee Expense Account. The Trustee shall
make written demand for any such additional amount, and the Company will comply
with such demand within fifteen (15) days of its receipt


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thereof. If the Company fails to deposit the amount in the Trust required by
this Section 3.2 within fifteen (15) days of the Trustee's written demand, the
Trustee shall commence legal action as provided in Section 9.4.

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

                          ARTICLE 4: BENEFIT ACCOUNT.

         4.1      Immediately upon the occurrence of a Change in Control, the
Company shall contribute sufficient cash or marketable securities to the Benefit
Account in an amount equal to the difference between the assets transferred to
this Trust pursuant to the Transfer and the amount necessary (i) to pay all
payments and benefits to which Participants would be entitled (whether payable
currently or on a deferred basis) pursuant to the terms of the Transferred Plans
as of the date of the Change in Control and (ii) to pay the additional payments
and benefits that would be due Participants under the Transferred Plans assuming
the Participants' employment were terminated involuntarily by the Company
without cause immediately following the date on which the Change in Control
occurred. The amount the Company shall contribute to the Trust pursuant to this
Section 4.1 shall be determined by the Trustee in its discretion. If the Company
fails to contribute the amount to the Trust required by this Section 4.1 within
five (5) days of the occurrence of the Change in Control, the Trustee shall
commence legal action as provided in


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Section 9.4. Upon a Change in Control, the Trustee will have possession and
control of the assets transferred (together with any other assets) of this Trust
and all of the income therefrom to hold, administer and dispose of the same on
the terms and conditions set forth herein on behalf of the Participants and
their beneficiaries.

         4.2      At any time, the Company and any Affiliate shall have the
unlimited right to deliver cash and/or marketable securities reasonably
acceptable to the Trustee to be credited to the Benefit Account to be allocated
to any or all of the Sub-Accounts and/or the Suspense Account as the Trustee, in
its, discretion, determines. Any such delivery shall be accepted by the Trustee
and shall be accompanied by a designation of (i) the Transferred Plan or
Transferred Plans under the provisions of which such funds are to be disbursed
and if more than one Transferred Plan is being funded, the amount being
allocated in respect of each Transferred Plan and (ii) to which Participant or
Participants or beneficiary or beneficiaries the funds are being allocated and
if more than one Participant or beneficiary is designated, the amount being
allocated to each Participant or beneficiary. Such delivery shall be credited to
a separate Sub-Account for each Participant or beneficiary in respect of which
funds are being provided and any amount not credited to a Sub-Account shall be
credited to the Suspense Account. If no such designation is made by the Company
and any Affiliate, the Trustee has discretion to determine how the funds are to
be allocated. Any amount (together with the income attributable thereto)
contributed by the Company and any Affiliate to the Benefit Account may be
withdrawn by the Company and any Affiliate at any time prior or subsequent to a
Threatened Change in Control Period and prior to a Change in Control.

         4.3      After the occurrence of a Change in Control, if the Trustee
determines that the funds in the Benefit Account (including any Sub-Account) are
insufficient to fully pay all


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benefits under the Transferred Plans as described in Section 4.1 and any taxes
imposed or levied with respect to the assets and/or income of this Trust, as
provided under Section 10.1 of Article 10, the Trustee with respect to the
Benefit Account shall, and with respect to any Sub-Account may, make a written
demand on the Company to provide funds in an amount determined at least
quarterly by the Trustee in its discretion. The Company shall transfer such
funds within fifteen (15) days from the time the written demand is mailed. If
the Trustee fails to deposit the amounts in the Trust required by this Section
4.3 within fifteen (15) days of the Trustee's written demand, the Trustee shall
commence legal action as provided in Section 9.4.

         4.4      (a)      In addition to the cash and/or other property
delivered to, and deposited with, the Trustee pursuant to Article 3 and Sections
4.1, 4.2 and 4.3, the Company may deliver to the Trustee one or more letters of
credit (referred to hereinafter as the "Letter(s) of Credit") which shall (i) be
irrevocable for a period of at least 364 days, (ii) be renewable by the Company
on substantially the same terms and conditions at the end of such period unless
the issuer provides to the Company and the Trustee not less than 90 calendar
days' written notice prior to the expiration date that any Letter(s) of Credit
will not be renewed, and (iii) name the Trustee as beneficiary. A Letter of
Credit shall enable the Trustee to draw directly from the issuer of such Letter
of Credit, immediately upon notice and without any other requirement, an amount
equal to the excess of 100% of the amount the Trustee has demanded the Company
contribute to the Trust pursuant to Article 3 and Sections 4.1, 4.2 and 4.3, as
determined by the Trustee, over the value of all other assets of the Trust,
subject, however, to the maximum amount of the Letters of Credit.

                  (b)      The Trustee shall draw on each Letter of Credit held
by it to the full extent thereof no later than three (3) business days following
the failure by the Company to contribute


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to the Trust the amounts demanded by the Trustee pursuant to Article 3 and
Sections 4.1, 4.2 and 4.3.

                  (c)      If the Trustee receives written notice from an issuer
referencing a Letter of Credit by number which is signed by an officer of the
issuer of such Letter of Credit, that such Letter of Credit will not be renewed
on substantially the same terms and conditions, then the Trustee shall notify
the Company in writing that it has received such notice.

                  (d)      Notwithstanding (a) above, the Trustee shall not draw
on any Letter of Credit pursuant to subparagraph (a), to the extent that the
Company has deposited in the Trust 100% of the amount the Trustee has demanded
the Company to contribute to the Trust pursuant to Article 3 and Sections 4.1,
4.2 and 4.3, as determined by the Trustee.

                      ARTICLE 5: PAYMENTS FROM THE TRUST.

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

         After a Change in Control and notwithstanding anything contained in
this Agreement to the contrary, the Trustee shall, without direction from the
Company make payments to Participants and beneficiaries in such manner and in
such amounts as the Trustee shall determine they are entitled to be paid under
the Transferred Plans based on the most recent


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Participant Data furnished to the Trustee by the Company and any supplemental
information furnished to the Trustee by a Participant or beneficiary upon which
the Trustee may reasonably rely in making such determination. The Trustee shall
have the power to interpret the provisions of the Transferred Plans and this
Agreement in making its determination Payments to a Participant or beneficiary
shall be made from the Participant's Sub-Account. To the extent that the Trustee
determines that the funds available in a Participant's Sub-Account is not
sufficient to provide for the payment of all amounts otherwise payable to him or
her as provided under this Section 5.1, the Trustee shall use the funds credited
to the Suspense Account, to the extent available, for the payments due. To the
extent that the Trustee determines that there still remains an insufficiency in
funds available for the Participant's or beneficiary's payment, the Trustee
shall make a written demand on the Company to provide the necessary funds, as
provided under Article 4. In the event that the Company refuses to transfer such
funds within fifteen (15) days from the time the written demand is mailed, the
amount otherwise payable to each such Participant or beneficiary during every
month of the insufficiency of funds shall be multiplied by a fraction, the
numerator of which is the amount of funds then available in the Benefit Account
for the payment of benefits under the Transferred Plans and the denominator of
which is the total of the benefits payable prior to such reduction during such
month to all Participants and beneficiaries under the Transferred Plans.

         5.2      Within a reasonable time following presentment to the Trustee
by a Participant or beneficiary of reasonable written evidence satisfactory to
the Trustee that such Participant or beneficiary will or has taxable income as a
result of his or her interest in this Trust with respect to any Transferred
Plan, then the Trustee shall make a payment (the "Tax Payment") to such


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Participant or beneficiary or to the appropriate taxing authority if applicable
from the Benefit Account equal to the product of (i) the amount of such taxable
income and (ii) the maximum individual tax rates for the taxable year in respect
of which such taxable income will be, or has been, recognized for federal, state
and local income taxes, as the case may be, taking into account the
deductibility from federal income taxes of any applicable state and local taxes.
The payment or payments that a Participant or beneficiary receives from the
Benefit Account in respect of any Transferred Plan (other than Tax Payments)
shall be reduced, in the manner determined by the Trustee, so that the present
value of such payment or payments in respect of the Transferred Plan equal the
present value of the total payment or payments the Participant or beneficiary
would have been entitled to receive in respect of the Transferred Plan had this
Trust not been established, reduced by the amount of the Tax Payments previously
made in respect of the Transferred Plan. For this purpose, present value shall
be determined as of the date (the "Determination Date") of the payments or the
payment of the first in a series of installment payments, in respect of the
Transferred Plan, using an interest rate assumption equal to the Pension Benefit
Guaranty Corporation's immediate annuity rate in effect for single employer
plans terminating on the Determination Date and any other assumptions the
Trustee deems reasonable and appropriate.

         5.3      If the Trustee, in its discretion, determines that a
Participant or beneficiary no longer has any interest or entitlement (contingent
or otherwise) under this Trust because he or she has been fully paid all amounts
due under all Transferred Plans or otherwise, any amount that remains credited
to the Participant's Sub-Account shall be reallocated to any or all of the
Sub-Accounts or Suspense Account as the Trustee, in its discretion, determines
but consistent with complying with the "separate account" requirements referred
to in Section 2.1.


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                     ARTICLE 6: MANAGEMENT OF TRUST ASSETS.

         6.1      Prior to a Change in Control, this Trust's assets shall be
held, invested and reinvested by the Trustee as designated by the written
direction of the Company from time to time. The Trustee shall not be under any
duty, or have any right, to question any such directions of the Company or to
review any securities or other property held pursuant to such direction, or to
make any suggestions to the Company in connection therewith; and the Trustee
shall as promptly as practicable comply with any directions given by the Company
hereunder. The Trustee shall not be liable for following the directions from the
Company prior to a Change in Control if there is a loss due to investments
directed by the Company. In exercising the powers of the Company under this
Section 6.1, the Company shall act by its Corporate Treasurer or his written
designees, each of whom is fully authorized to exercise such powers. The Trustee
may, and shall, follow the written directions signed by said Corporate Treasurer
or such designees.

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

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

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


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<PAGE>   18

in property, real or personal, interests in common or collective funds
maintained by the Trustee or an affiliate of the Trustee, foreign or domestic,
and in order to reduce the rate of interest rate fluctuations, contracts, as
either buyer or seller, for the future delivery of United States Treasury
securities and comparable federal-government-backed securities;

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

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

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

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


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<PAGE>   19

                  (f)      to borrow from any lender (including the Trustee in
its individual capacity) money, in any amount and upon any reasonable terms and
conditions, for purposes of this Agreement, and to pledge or mortgage any
property held in this Trust to secure the repayment of any such loan;

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

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

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

                       ARTICLE 7: ADMINISTRATIVE POWERS.

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

         7.1      To hold property of this Trust in its own name or in the name
of a nominee or nominees, without disclosure of this Trust, or in bearer form so
that it will pass by delivery, but no such holding shall relieve the Trustee of
its responsibility for the safe custody and disposition


                                       17
<PAGE>   20

of this Trust in accordance with the provisions of this Agreement; the Trustee's
books and records shall at all times show that such property is part of this
Trust; and the Trustee shall be absolutely liable for any loss occasioned by the
acts of its nominee or nominees with respect to securities registered in the
name of the nominee or nominees.

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

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

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

         7.5      To administer this Trust, including the establishment and
maintenance of the Sub-Accounts and Suspense Account, to ensure that payments
made to this Trust by the Company are deductible by the Company under Section
404(a)(5) of the Code; provided, that such administration shall not adversely
effect the interests of the Participants and beneficiaries.

         7.6      To reallocate at any time excess funds from any and all of the
Sub-Accounts among the Sub-Accounts or Suspense Account, as provided under
Article 5, and from the Suspense Account to any and all of the Sub-Accounts, as
provided under Article 2.


                                       18
<PAGE>   21

         7.7      To pay any federal, state, local or other taxes imposed or
levied with respect to the assets and/or income of this Trust out of the Benefit
Account and to file all federal, state and local tax or information returns
relating to this Trust.

         7.8      To draw upon any Letter of Credit provided pursuant to Section
4.4 and to make demand upon the issuer of any Letter of Credit to pay amounts
directly to the Trust.

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

                  ARTICLE 8: INSURANCE AND ANNUITY CONTRACTS.

         8.1      The Trustee, upon written direction of the Company prior to a
Change in Control, shall pay from the Benefit Account such sums to such
insurance company or companies as the Company may direct for the purpose of
procuring participating or nonparticipating insurance and/or annuity contracts
for the Transferred Plans (hereinafter referred to as "Contracts"). The Company
shall prepare, or cause to be prepared in such form as it shall prescribe, the
application for any Contract to be applied for. The Trustee shall receive and
hold in this Trust, subject to the provisions hereinafter set forth in this
Article 8, all Contracts so obtained.

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


                                       19
<PAGE>   22

until it shall have received such direction. After a Change in Control, the
Trustee shall exercise, without directions from the Company, any and all of the
rights, options or privileges that belong to the absolute owner of any Contract
held in this Trust or that are granted by the terms of any such Contract or by
the terms of this Agreement. The Trustee, upon the written direction of the
company prior to a Change in Control, shall deliver any Contract held in this
Trust to such person or persons as may be specified in the direction.

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

         8.4      Upon the written direction of the Company prior to a Change in
Control, the Trustee shall pay from the Benefit Account, premiums, assessments,
dues, charges and interest, if any, upon any Contract held in this Trust. The
Trustee shall have no duty to make any such payment unless and until it shall
have received such direction. After a Change in Control, the Trustee shall pay
from the Benefit Account premiums, assessments, dues, charges and interest, if
any, upon any Contract held in this Trust, without direction from the Company.

         8.5      No insurance company that may issue any Contract or Contracts
held in this Trust shall be deemed to be a party to this Agreement for any
purpose, or to be responsible in any way for the validity of this Agreement or
to have any liability under this Agreement other than as stated in each Contract
that it may issue. Any insurance company may deal with the Trustee as sole owner
of any Contract issued by it and held in this Trust without inquiry as to the
authority of the Trustee to act, and may accept and rely upon any written
notice, instruction, direction, certificate or other communication from the
Trustee believed by it to be genuine and to be signed by an officer of the
Trustee and shall incur no liability or responsibility for so doing. Any sums

                                       20
<PAGE>   23

paid out by any insurance company under any of the terms of a Contract issued by
it and held in this Trust either to the Trustee, or, in accordance with the
direction of the Trustee, to any other person or persons designated as payees in
such Contract shall be a full and complete discharge of the liability to pay
such sums, and the insurance company shall have no obligation to look to the
disposition of any sums so paid. No insurance company shall be required to
review the terms of this Agreement, to question any action of the Trustee or to
ensure that any action of the Trustee is authorized by the terms of this
Agreement.

         8.6      Notwithstanding anything contained herein to the contrary,
neither the Company nor the Trustee shall be liable for the refusal of any
insurance company to issue or change any Contract or Contracts or to take any
other action requested by the Trustee; nor for the form, genuineness, validity,
sufficiency or effect of any Contract or Contracts held in this Trust; nor for
the act of any person or persons that may render any such Contract or Contracts
null and void; nor for the failure of any insurance company to pay the proceeds
and avails of any such Contract or Contracts as and when the same shall become
due and payable; nor for any delay in payment resulting from any provision
contained in any such Contract or Contracts; nor for the fact that for any
reason whatsoever (other than their own negligence or willful misconduct) any
Contract or Contracts shall lapse or otherwise become uncollectable.

             ARTICLE 9: TRUSTEE'S POWERS AFTER A CHANGE IN CONTROL:

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


                                       21
<PAGE>   24

         9.2      As soon as practicable following a Change in Control, the
Trustee shall notify in writing each Participant and beneficiary of the amount
of his or her benefit (accrued or contingent) under the Transferred Plans.
Thereafter, the Trustee shall provide each Participant or his or her beneficiary
by March 1 of each year, with an account statement (the "Account Statement") as
of December 31 of the prior calendar year. The Account Statement shall contain a
statement of the amount of benefit payments to which the Participant is or may
be entitled, a summary of the assets of the Trust, the amount credited to the
Participant's Sub-Account, and a statement notifying the Participant or
beneficiary that he or she has the right to receive or examine a copy of this
Agreement and examine the Trustees account filed with the Company pursuant to
Section 14.1. In addition, the Trustee shall notify each Participant or
beneficiary of any failure by the Company to provide the Participant Data
referred to in Section 5.1 or to make contributions pursuant to Articles 3 and
4.

         9.3      After a Change in Control, the Trustee shall bill the Company
directly, on a monthly basis, for all fees and expenses described in Section
10.2. If the Company fails to pay such amounts within thirty (30) days, the
Trustee shall commence legal action as provided in Section 9.4

         9.4      After a Change in Control, if the Company fails to transfer
to, and deposit in, the Trust the amounts required by Articles 3 and 4, and
Sections 9.3 and 10.1, within the time period demanded by the Trustee, the
Trustee shall commence legal action to compel the Company to pay such amounts to
the Trust, and (ii) the Company shall be required by contribute within 10 days
of commencement of such action an additional amount to the Trust to pay for the
costs and expenses, including legal fees, of such action. The Trustee shall have
the power and authority to


                                       22
<PAGE>   25

hire legal counsel of its choice to pursue such legal action against the Company
and the costs of such legal counsel shall be paid from the Trust.

            ARTICLE 10: TAXES. EXPENSES AND COMPENSATION OF TRUSTEE.

         10.1     The Company shall pay any federal, state, local or other taxes
imposed or levied with respect to the assets and/or income of this Trust or any
part thereof unless paid by the Trustee out of the Benefit Account.

         10.2     The Trustee shall be reimbursed by the company on a monthly
basis, or on such other basis as the Trustee deems reasonable, for the fees and
expenses set forth in Schedule 3 to the Benefits Trust and its reasonable
expenses, including but not limited to the retention of legal counsel,
accountants and actuaries and such other professionals as the Trustee determines
are necessary or appropriate to enable it to perform its services as Trustee.

                     ARTICLE 11: GENERAL DUTIES OF TRUSTEE.

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

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

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

         11.3     The Trustee may consult with counsel, who may be counsel for
the Company prior to a Change in Control or for the Trustee in its individual
capacity, and shall not be deemed


                                       23
<PAGE>   26

imprudent by reason of its taking or refraining from taking any action in
accordance with the opinion of counsel.

                          ARTICLE 12: INDEMNIFICATION.

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

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

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


                                       24
<PAGE>   27

         12.3     Nothing in this Article 12 shall require the Company to
indemnify the Trustee with respect to any Letter of Credit (as described in
Section 4.4) which the Trustee or any affiliate may issue in its commercial
capacity, nor may any assets of the Trust be used to repay the Trustee or any
affiliate for amounts the Trustee or any affiliate may pay pursuant to any
Letter of Credit.

                     ARTICLE 13: NO DUTY TO ADVANCE FUNDS.

         Nothing contained in this Agreement shall require the Trustee to risk
or expend its own funds in the performance of the duties of the Trustee
hereunder. In the acceptance and performance of its duties hereunder, the
Trustee acts solely as trustee and not in its individual capacity, and all
persons, other than the Company, having any claim against the Trustee related to
this Agreement or the actions or agreements of the. Trustee contemplated hereby
shall look solely to this Trust for the payment or satisfaction thereof unless
the Trustee has failed to act with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of like character and with like aims. The provisions of this Article
13 shall not limit in any way the obligations and responsibilities of the
Trustee or any affiliate pursuant to a Letter of Credit (as described in Section
4.4) and the rights of the Trustee to draw upon any Letter of Credit issued by
the Trustee or any affiliate shall be as provided in such Letter of Credit.

                             ARTICLE 14: ACCOUNTS.

         14.1     (a)      The Trustee shall keep accurate and detailed accounts
of all its receipts, investments and disbursements under this Agreement on a
fiscal year basis ending on each August 31 and for purposes of the Account
Statement pursuant to Section 9.2. Such person or


                                       25
<PAGE>   28

persons as the Company shall designate shall be allowed to inspect the books of
account relating to this Trust upon request at any reasonable time during the
business hours of the Trustee.

                  (b)      Within sixty (60) days after the close of each fiscal
year, the Trustee shall transmit to the Company, and certify the accuracy of, a
written statement of the assets and liabilities of this Trust, showing the
current value of each asset at that date, and a written account of all the
Trustee's transactions relating to this Trust during the period from the last
previous accounting to the close of that year. For the purposes of this
subsection, the date of the Trustee's resignation or removal as provided in
Article 16 or the date of termination of this Trust as provided in Article 17
shall be deemed to be the close of a year.

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

         14.2     The Trustee shall determine the fair market value of this
Trust on a quarterly basis. If there is a diminution in value of the Trustee
Expense Account below the required amount set forth in Section 3.1 after the
occurrence of a Change in Control, the Company shall provide the Trustee with
sufficient funds to make up for any such diminution in value within fifteen (15)
days after written demand by the Trustee for such payment. No resignation
pursuant


                                       26
<PAGE>   29

to the foregoing provisions of this Section 14.2 may take effect after the
occurrence of a Change in Control.

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

      ARTICLE 15: ADMINISTRATION OF THE TRANSFERRED PLANS; COMMUNICATIONS.

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


                                       27
<PAGE>   30

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

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

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

         15.4     Until written notice is given to the contrary, communications
to the Trustee shall be sent to it at its office at
______________________________, Winston-Salem, North Carolina, Attention:
__________________, facsimile _____________, copy to _____________________ (or
such other individuals as may be designated in writing by the Trustee);
communications to the Company shall be sent to it at its office at 1420
Peachtree


                                       28
<PAGE>   31

Street, N.E., Atlanta, Georgia, Attention: Ken Murphy, facsimile 404-853-1015,
with a copy to William J. Vesely, Jr., Kilpatrick Stockton LLP, facsimile
404-815-6555 (or to such other individuals or addresses as may be designated by
the Company).

                 ARTICLE 16: RESIGNATION OR REMOVAL OF TRUSTEE.

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

         16.2     During a Threatened Change in Control Period or after the
occurrence of a Change in Control, the Trustee may resign only if a final
decision of a court of competent jurisdiction removes the Trustee by reason of
such court's determination of the existence of a conflict of interest which
prevents the Trustee from properly performing its duties hereunder. The Trustee
agrees to use its best efforts to avoid any such conflict. For the purpose of
this Agreement, the decision of a court shall not be deemed to be final unless
the decision is not appealable, or no appeal has been taken from the decision
and the time for an appeal has expired. Notwithstanding the foregoing provisions
of this Section 16.2, such resignation shall not be effective unless the Trustee
has obtained the agreement of a bank to act as successor trustee which bank (1)
is among the 100 largest banks in the United States, as measured by assets, and
(2) served or then currently serves as the trustee for similar trusts and
understands its obligations


                                       29
<PAGE>   32

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

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

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

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

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

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


                                       30
<PAGE>   33

and shall not be responsible in any way for the further disposition of this
Trust or any part thereof.

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

           ARTICLE 17: AMENDMENT OF AGREEMENT; TERMINATION OF TRUST.

         17.1     Subject to Section 17.2 of this Article 17, the Company
expressly reserves the right at any time, other than during a Threatened Change
in Control Period or after the occurrence of a Change in Control, to amend in
writing or terminate this Agreement and this Trust created thereby to any extent
that it may deem advisable. No amendment shall be made without the Trustee's
consent thereto in writing (whose consent shall not be unreasonably withheld)
if, and to the extent that, the effect of such amendment is to materially
increase the Trustee's responsibilities hereunder. Such proposed amendment shall
be delivered to the Trustee as a written instrument of amendment, duly executed
and acknowledged by the Company. The Company also shall deliver to the Trustee a
copy of any modifications or amendments to the Transferred Plans. The Trustee's
consent shall not be required for the termination of this Trust pursuant to this
Section 17.1, its removal as Trustee, the amendment of any of the Plans, or the
increase in the number of Participants.

         17.2     Notwithstanding anything contained herein to the contrary,
other than as provided in Section 17.4, the provisions of this Agreement and
this Trust created thereby shall not be amended or terminated by the Company or
the Trustee during a Threatened Change in Control Period or after the occurrence
of a Change in Control.

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


                                       31
<PAGE>   34

remaining assets of this Trust in accordance with the written directions of the
Company, and the Trustee shall provide the Company with a final written
accounting to the Company in accordance with Article 14 hereof.

         17.4     After the occurrence of a Change in Control, this Trust shall
only be terminated on the first to occur of either (a) the date on which the
last Participant or beneficiary has received his or her benefits under the
Transferred Plans or (b) the twenty-first anniversary of the death of the last
survivor of the Participants or their beneficiaries who are in being on the date
of this Agreement. Upon termination of this Trust, the Trustee shall have a
right to have its account settled as provided in Article 14 hereof. Only upon
termination of this Trust, and after payment of all fees, expenses and
indemnities due to or incurred by the Trustee hereunder, any remaining portion
of this Trust shall be promptly paid to the Company.

                     ARTICLE 18: PROHIBITION OF DIVERSION.

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


                                       32
<PAGE>   35

               ARTICLE 19: PROHIBITION OF ASSIGNMENT OF INTEREST.

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

                           ARTICLE 20: MISCELLANEOUS.

         20.1     This Agreement shall be interpreted, construed and enforced,
and this Trust hereby created shall be administered, in accordance with the laws
of the United States and of the State of Georgia without regard to the conflicts
of laws principles thereof.

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

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

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

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

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

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


                                       33
<PAGE>   36

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

                                        L & C SPINCO, INC.



ATTEST:                                 By:
                                           -----------------------------------



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

                                        WACHOVIA BANK, N.A.



ATTEST:                                 By:
                                           -----------------------------------



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


         The undersigned, National Service Industries, Inc., hereby consents to
the transfer and assumption of the Prior Trust by L & C Spinco, Inc., as of this
____ day of ________, 2001.

                                        NATIONAL SERVICE INDUSTRIES, INC.



                                        By:
                                           -----------------------------------


                                       34
<PAGE>   37



STATE OF

                                    ss.:
COUNTY OF

         On this day of ____________, 1990, before me personally came
________________, to me known, who, being by me duly sworn, did depose and say
that he is _______________ of Wachovia Bank, N.A., one of the entities describes
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation;
and that he signed his name thereto by like order.


                                    ------------------------------------------
                                    Notary Public, State of Georgia


                                    My Commission Expires
                                                          --------------------




STATE OF GEORGIA
                                    ss.:
COUNTY OF FULTON

         On this day of ____________, 1990, before me personally came
____________, to me known, who, being by me duly sworn, did depose and say that
he is _________ of L & C Spinco, Inc., one of the entities described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation;
and that he signed his name thereto by like order.


                                    ------------------------------------------
                                    Notary Public, State of Georgia


                                    My Commission Expires
                                                          --------------------


<PAGE>   38


                                   Schedule 1

                                    THE PLANS

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

         1.       Executives' Deferred Compensation Plan

         2.       Supplemental Retirement Plan for Executives

         3.       Senior Management Benefit Plan

         4.       Supplemental Deferred Savings Plan

         5.       Long Term Incentive Plan

         6.       Severance Protection Agreements with:

                  (i)      Balloun

                  (ii)     Hattox

                  (iii)    Murphy

                  (iv)     Parham

                  (v)      Heagle

                  (vi)     Searle

                  (vii)    Honeycutt

                  (viii)   Morgan


<PAGE>   39


                                   Schedule 2

                            PARTICIPATING AFFILIATES

                           L & C Lighting Group, Inc.

                               The Zep Group, Inc.




<PAGE>   40


                                   Schedule 3

                                  Fee Schedule