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                                                                   EXHIBIT 10.20

                               L & C SPINCO, INC.
                   MANAGEMENT COMPENSATION AND INCENTIVE PLAN

                       EFFECTIVE AS OF ____________, 2001

1.       ESTABLISHMENT AND EFFECTIVE DATE OF PLAN

                  L & C Spinco, Inc. (the "Corporation") hereby adopts the L & C
         Spinco, Inc. Management Compensation and Incentive Plan (the "Plan")
         for its executive officers and certain other executives of the
         Corporation, its Subsidiaries and Business Units who are in management
         positions designated as eligible for participation by the Executive
         Resource and Nominating Committee (the "Committee") of the Board of
         Directors of the Corporation or its designee. The Plan shall be
         effective on __________, 2001 and shall remain in effect, subject to
         the rights of amendment and termination in Section 13, until the
         Incentive Awards are paid for the Corporation's fiscal year ending in
         ____. Payments under the Plan shall only be made to Named Executive
         Officers after the Plan is approved by the stockholder(s) of the
         Corporation.

2.       PURPOSE OF THE PLAN

                  The purpose of the Plan is to further the growth and financial
         success of the Corporation by offering performance incentives to
         designated executives who have significant responsibility for such
         success.

3.       DEFINITIONS

         (a)      "Base Annual Salary" means the actual salary paid to a
                  Participant during the applicable Plan Year, increased by the
                  amount of any pre-tax deferrals or other pre-tax payments made
                  by the Participant to the Corporation's deferred compensation
                  or welfare plans (whether qualified or non-qualified).

         (b)      "Board of Directors" means the Board of Directors of the
                  Corporation.

         (c)      "Business Unit" means a separate business operating unit of
                  the Corporation with respect to which separate performance
                  goals are established hereunder.

         (d)      "Change in Control" means any of the following events:

                           (i)      The acquisition (other than from the
                  Corporation) 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


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                  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 Corporation's then
                  outstanding voting securities; or

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

                           (iii)    A merger or consolidation involving the
                  Corporation if the stockholders of the Corporation,
                  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
                  Corporation outstanding immediately before such merger or
                  consolidation; or

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

                           Notwithstanding the foregoing, a Change in Control
                  shall not be deemed to occur pursuant to subsection (i) above,
                  solely because twenty percent (20%) or more of the combined
                  voting power of the Corporation'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 Corporation 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
                  Corporation in the same proportion as their ownership of stock
                  in the Corporation immediately prior to such acquisition.

         (e)      "Chief Executive Officer" means the chief executive officer of
                  the Corporation, unless otherwise specified.

         (f)      "Code" means the Internal Revenue Code of 1986, as amended.

         (g)      "Committee" means the Executive Resource and Nominating
                  Committee of the Board of Directors or any other committee
                  designated by the Board of Directors which is responsible for
                  administering the Plan.

         (h)      "Corporation" means L & C Spinco, Inc. and its successors.


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         (i)      "Incentive Award" or "Award" means the bonus awarded to a
                  Participant under the terms of the Plan.

         (j)      "Maximum Award" means the maximum percentage of Base Annual
                  Salary which may be paid based upon the Relative Performance
                  during the Plan Year.

         (k)      "Named Executive Officer" means a Participant who as of the
                  date of payment of an Incentive Award is one of the group of
                  "covered employees" under Code Section 162(m) and the
                  regulations thereunder.

         (l)      "Participant" means an employee of the Corporation, a
                  Subsidiary or a Business Unit who is designated by the
                  Committee to participate in the Plan.

         (m)      "Personal Performance Goals" means the goals established for
                  each Participant each year to improve the effectiveness of the
                  Participant's area of responsibility as well as the
                  Corporation as a whole.

         (n)      "Plan Rules" means the guidelines established annually by the
                  Committee pursuant to Section 4, subject to ratification by
                  the Board of Directors.

         (o)      "Plan Year" means the twelve month period which is the same as
                  the Corporation's fiscal year, The initial Plan Year shall be
                  ________________, 2001 through August 31, 2002. Thereafter,
                  the Plan Year shall be September 1 through the next following
                  August 31.

         (p)      "Relative Performance" means the extent to which the
                  Corporation, designated Business Unit or Subsidiary, as
                  applicable, achieves the performance measurement criteria set
                  forth in the Plan Rules.

         (q)      "Subsidiary" means any corporation in an unbroken chain of
                  corporations, beginning with the Corporation, if each of the
                  corporations other than the last corporation in the unbroken
                  chain owns stock possessing 50% or more of the total combined
                  voting power of all classes of stock in one of the other
                  corporations in such chain.

         (r)      "Target Award" means the percentage (which may vary among
                  Participants and from Plan Year to Plan Year) of Base Annual
                  Salary which will be paid to a Participant as an Incentive
                  Award if the performance measurement criteria applicable to
                  the Participant for the Plan Year is achieved, as reflected in
                  the Plan Rules for such Plan Year,

         (s)      "Threshold Award" means the percentage of Base Annual Salary
                  which may be paid based on the minimum acceptable Relative
                  Performance during the Plan Year.


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4.       ADMINISTRATION OF THE PLAN

                  The Plan will be administered by the Committee, subject to its
         right to delegate responsibility for administration of the Plan as it
         applies to Participants other than Named Executive Officers pursuant to
         Section 7. The Committee will have authority to establish Plan Rules
         with respect to the following matters, subject to the right of the
         Board of Directors to ratify such Plan Rules:

         (a)      the employees who are to become Participants in the Plan;

         (b)      the Target Award, Maximum Award and Threshold Award that can
                  be granted to each Participant and the method for determining
                  such award, which the Committee may amend from time to time;

         (c)      Performance targets and the measurement criteria to be used in
                  determining the Corporation's or a Business Unit's or a
                  Subsidiary's Relative Performance, which will include one or
                  more of the performance measures listed on Appendix A attached
                  hereto, as determined by the Committee each year; and

         (d)      the time or times and the conditions subject to which any
                  Incentive Award may become payable.

                  The Plan Rules will be adopted by the Committee prior to, or
         as soon as practical after, the commencement of each Plan Year. Subject
         to the provisions of the Plan and the Committee's right to delegate its
         responsibilities, the Committee will also have the discretionary
         authority to interpret the Plan, to prescribe, amend and rescind rules
         and regulations relating to it, and to make all other determinations
         deemed necessary or advisable in administering the Plan. The
         determinations of the Committee on the matters referred to in
         paragraphs (a) through (d) of this Section 4 shall be submitted at
         least annually to the Board of Directors for its consideration and
         ratification. For Participants who are not Named Executive Officers,
         the Committee may in its discretion establish performance measures not
         listed on Appendix A without obtaining shareholder approval.

5.       PARTICIPATION

                  Eligibility for participation in the Plan is limited to
         executive officers of the Corporation and certain other executives of
         the Corporation, Business Units or Subsidiaries who hold key management
         and staff positions. From among those eligible and based upon the
         recommendations of the Chief Executive Officer and other designees, the
         Committee will designate by name or position the Participants each Plan
         Year. Any employee who is a Participant in one Plan Year may be
         excluded from participation in any other Plan Year. If, during the Plan
         Year, a Participant other than a Named Executive Officer changes
         employment positions


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         to a new position which corresponds to a different award level, the
         Committee may, in its discretion, adjust the Participant's award level
         for such Plan Year. The Committee may, in its discretion, designate
         employees who are hired after the beginning of the Plan Year as
         Participants for such Plan Year and as eligible to receive full or
         partial Incentive Awards for such year.

6.       INCENTIVE AWARDS

         6.1      DETERMINATION OF THE AMOUNT OF INCENTIVE AWARDS

                  At the end of each Plan Year, the Committee shall certify the
         extent to which the performance targets and measurement criteria
         established pursuant to Section 4 have been achieved for such Plan Year
         based upon information prepared by the Corporation's finance
         department. Subject to the right to decrease an award as described in
         the next paragraph, the Participant's Incentive Award shall be computed
         by the Committee based upon the achievement of the established
         performance targets, measurement criteria and the requirements of the
         Plan. In addition to any adjustments provided for in the Incentive
         Award, the Committee may in determining whether performance targets
         have been met adjust the Corporation's financial results to exclude the
         effect of unusual charges or income items, changes in accounting, or
         other events (such as acquisitions, divestitures and equity and other
         restructurings), which are distortive of results year over year (either
         on a segment or consolidated basis); provided, that for purposes of
         determining the Incentive Awards of Named Executive Officers, the
         Committee shall exclude unusual items whose exclusion has the effect of
         increasing Relative Performance if such items constitute
         "extraordinary" or "unusual" events or items under generally accepted
         accounting principles and all such events or items shall be excluded.
         In addition, the Committee will adjust its calculations to exclude the
         unanticipated effect on financial results of changes in the Code or
         other tax laws, or the regulations relating thereto.

                  The Committee may, in its discretion, decrease the amount of a
         Participant's Incentive Award for a Plan Year based upon such factors
         as it may determine, including the failure of the Corporation, Business
         Unit or Subsidiary to meet certain performance goals or of a
         Participant to meet his Personal Performance Goals. The factors to be
         used in reducing an Incentive Award may be established at the beginning
         of a Plan Year and may vary among Participants.

                  In the event that the Corporation's, Business Unit's or
         Subsidiary's performance is below the performance thresholds for the
         Plan Year and the Incentive Awards are reduced or cancelled, the
         Committee may in its discretion grant Incentive Awards to deserving
         Participants, except for Participants who are Named Executive Officers.

                  The Plan Rules and Incentive Awards under the Plan shall be
         administered in a manner to qualify payments under the Plan to the
         Named Executive Officers


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         for the performance-based exception under Code Section 162(m) and the
         regulations thereunder, except where the Board of Directors determines
         such compliance is not necessary. The maximum Incentive Award that may
         be paid to an individual Participant for a Plan Year shall be $1.5
         million.

         6.2      ELIGIBILITY FOR PAYMENT OF INCENTIVE AWARD

                  No Participant will have any vested right to receive any
         Incentive Award until such date as the Board of Directors has ratified
         the Committee's determination with respect to the payment of individual
         Incentive Awards, except where the Committee determines such
         ratification is not necessary. No Incentive Award will be paid to any
         Participant who is not an active employee of the Corporation, a
         Business Unit or a Subsidiary at the end of the Plan Year to which the
         Incentive Award relates; provided, however, at the discretion of the
         Committee or its designee (subject to ratification by the Board of
         Directors, where required), partial Incentive Awards may be authorized
         by the Committee to be paid to Participants (or their beneficiaries)
         who are terminated without cause or who retire, die or become
         permanently and totally disabled during the Plan Year. No Participant
         entitled to receive an Incentive Award shall have any interest in any
         specific asset of the Corporation, and such Participant's rights shall
         be equivalent to that of a general unsecured creditor of the
         Corporation.

         6.3      PAYMENT OF AWARDS

                  Payment of the Incentive Awards will be made as soon as
         practicable after their determination pursuant to Sections 6.1 and 6.2,
         subject to a Participant's right to defer payment pursuant to
         applicable deferred compensation plans of the Corporation. Payment will
         generally be made in a lump sum in cash, unless the Committee otherwise
         determines at the beginning of the Plan Year.

7.       DELEGATION OF AUTHORITY BY COMMITTEE

                  Notwithstanding the responsibilities of the Committee set
         forth herein, the Committee may delegate to the Chief Executive Officer
         or others all or any portion of its responsibility for administration
         of the Plan as it relates to Participants other than Named Executive
         Officers. Such delegation may include, without limitation, the
         authority to designate employees who can participate in the Plan, to
         establish Plan Rules, to interpret the Plan, to determine the extent to
         which performance criteria have been achieved, and to adjust Incentive
         Awards payable. In the case of each such delegation, the administrative
         actions of the delegate shall be subject to the approval of the person
         within the Corporation to whom the delegate reports (or, in the case of
         a delegation to the Chief Executive Officer, to the approval of the
         Committee).


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8.       CHANGE IN CONTROL

                  Upon the occurrence of a Change in Control, unless the
         Participant otherwise elects in writing, the Participant's Incentive
         Award for the Plan Year, determined at the Target Award level (without
         any reductions under Section 6.1) shall be deemed to have been fully
         earned for the Plan Year, provided that the Participant shall only be
         entitled to payment of a pro rata portion of the Incentive Award based
         upon the number of days within the Plan Year that had elapsed as of the
         effective date of the Change in Control. The Incentive Award amount
         shall be paid in cash within thirty (30) days of the effective date of
         the Change in Control.

9.       BENEFICIARY
                  The Committee may provide for each Participant to designate a
         person or persons to receive, in the event of death, any Incentive
         Award to which the Participant would then be entitled under Section
         6.2. Such designation will be made in the manner determined by the
         Committee and may be revoked by the Participant in writing. If the
         Committee does not provide for such designation or if a Participant
         fails effectively to designate a beneficiary, then the estate of the
         Participant will be deemed to be the beneficiary.

10.      WITHHOLDING TAXES

                  The Corporation shall deduct from each Incentive Award the
         amount of any taxes required to be withheld by any governmental
         authority.

11.      EMPLOYMENT

                  Nothing in the Plan or in any Incentive Award shall confer (or
         be deemed to confer) upon any Participant the right to continue in the
         employ of the Corporation, a Business Unit or a Subsidiary, or
         interfere with or restrict in any way the rights of the Corporation, a
         Business Unit or a Subsidiary to discharge any Participant at any time
         for any reason whatsoever, with or without cause.

12.      SUCCESSORS

                  All obligations of the Corporation under the Plan with respect
         to Incentive Awards granted hereunder shall be binding upon any
         successor to the Corporation, whether such successor is the result of
         an acquisition of stock or assets of the Corporation, a merger, a
         consolidation or otherwise.

13.      TERMINATION AND AMENDMENT OF THE PLAN

                  The Committee, subject to the ratification rights of the Board
         of Directors, has the right to suspend or terminate the Plan at any
         time, or to amend the Plan in any respect provided that no such action
         will, without the consent of an affected


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         Participant, adversely affect the Participant's rights under an
         Incentive Award approved under Section 6.2.

14.      GOVERNING LAW

                  The Plan shall be interpreted and construed under the laws of
         the State of Georgia.


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                                   APPENDIX A

                                       to

                               L & C SPINCO, INC.

                   MANAGEMENT COMPENSATION AND INCENTIVE PLAN

<TABLE>
<CAPTION>
PERFORMANCE MEASURE                                  GENERAL DEFINITION
-------------------                                  ------------------
<S>                                                <C>

AATP Margin .......................................AATP divided by Sales

Adjusted After-Tax Profit (AATP) ..................APTP minus book income taxes
                                                   (reported tax rate applied to APTP)

Adjusted Pre-Tax Profit (APTP) ....................Income before provision for income
                                                   taxes plus interest expense plus
                                                   implied interest on capitalized operating
                                                   leases. The measure may include or exclude
                                                   income from discontinued operations,
                                                   extraordinary items, changes in accounting
                                                   principles, and restructuring expense.

Capitalized Economic Profit .......................Economic Profit divided by a predetermined
                                                   rate reflecting the cost of capital

Capitalized Entity Value ..........................Sum of average invested capital in the business
                                                   and the Capitalized Economic Profit

Capitalized Equity Value ..........................Capitalized Entity Value minus total debt

Cashflow ..........................................Net cash provided by operating activities

Cashflow Return on Capital ........................Cash flow divided by average invested capital

Cashflow Return on Capitalized Entity/Equity.......Cashflow divided by Capitalized
Value                                              Value

Cashflow Return on Investment .....................

Change in Price of Shares .........................

Earnings Per Share ................................Primary or fully diluted earnings per share

Economic Profit ...................................AATP minus a charge for capital

Net Income ........................................Net income as reported in NSI's annual financial
                                                   statements or the books and records
                                                   of its segments. The measure may include or
                                                   exclude income from discontinued operations,
                                                   extraordinary items, changes in accounting
                                                   principles, and restructuring expense.
</TABLE>


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<TABLE>
<S>                                                <C>
Net Income Return on Capital ......................Net Income divided by average invested capital

Return on Assets (ROA) ............................Net Income divided by average total assets

Return on Equity (ROE) ............................Net Income divided by average stockholders' equity

Return on Gross Investment ........................Sum of Net Income plus depreciation divided by sum
                                                   of average invested capital plus accumulated
                                                   depreciation

Return on Invested Capital ........................Net Income or AATP divided by average

Return on Net Assets (RONA) .......................Net Income, APTP, or income before taxes, divided
                                                   by average net assets

Sales .............................................Net sales of products and service revenues

Sales Growth ......................................Percentage change in Sales from year to year

Total Return to Shareholders ......................Percentage change in shareholder value (stock
                                                   price plus reinvested dividends)
</TABLE>


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