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                                                                   EXHIBIT 10.16




                               L & C SPINCO, INC.
                         SENIOR MANAGEMENT BENEFIT PLAN
                          (Effective As Of _____, 2001)














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                               L & C SPINCO, INC.
                         SENIOR MANAGEMENT BENEFIT PLAN


<TABLE>
<S>                                                                                                               <C>
PREAMBLE


ARTICLE I. -- DEFINITIONS.........................................................................................3

    1.1    ANNIVERSARY DATE.......................................................................................3

    1.2    BENEFICIARY............................................................................................3

    1.3    BENEFIT DETERMINATION DATE.............................................................................3

    1.4    COMPANY................................................................................................3

    1.5    COMPENSATION...........................................................................................3

    1.6    COMPENSATION DEFERRAL ELECTION.........................................................................3

    1.7    DEFERRED BENEFIT ACCOUNT...............................................................................4

    1.8    DETERMINATION DATE.....................................................................................4

    1.9    EFFECTIVE DATE.........................................................................................4

    1.10   EMPLOYER...............................................................................................4

    1.11   MOODY'S INTEREST RATE..................................................................................4

    1.12   NORMAL RETIREMENT DATE.................................................................................4

    1.13   PARTICIPANT............................................................................................5

    1.14   PLAN...................................................................................................5

    1.15   PLAN ADMINISTRATOR.....................................................................................5

    1.16   PLAN YEAR..............................................................................................5

    1.17   PRIOR PLAN.............................................................................................5

    1.18   SUBSIDIARY.............................................................................................5

    1.19   TOTAL DISABILITY (OR TOTALLY DISABLED).................................................................5


ARTICLE II. -- ELIGIBILITY AND PARTICIPATION......................................................................6

    2.1    CONDITIONS OF ELIGIBILITY..............................................................................6

    2.2    APPLICATION FOR PARTICIPATION..........................................................................6
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
    2.3    ADDITIONAL COMPENSATION................................................................................6


ARTICLE III. -- COMPENSATION DEFERRAL.............................................................................6

    3.1    DEFERRAL OF COMPENSATION...............................................................................6

    3.2    ACCOUNTS...............................................................................................8


ARTICLE IV. -- DEFERRED BENEFIT ACCOUNT...........................................................................8

    4.1    DETERMINATION OF ACCOUNT...............................................................................8

    4.2    STATEMENT OF ACCOUNTS..................................................................................9

    4.3    CALCULATION OF INTEREST................................................................................9


ARTICLE V. -- RETIREMENT BENEFITS................................................................................10

    5.1    NORMAL RETIREMENT BENEFIT.............................................................................10

    5.2    EARLY RETIREMENT BENEFIT..............................................................................10

    5.3    LATER RETIREMENT BENEFIT..............................................................................10

    5.4    DETERMINATION OF RETIREMENT BENEFITS..................................................................10

    5.5    PAYMENT OF RETIREMENT BENEFITS........................................................................11


ARTICLE VI. -- DEATH BENEFITS....................................................................................13

    6.1    PARTICIPANT'S DEATH PRIOR TO RETIREMENT...............................................................13

    6.2    PARTICIPANT'S DEATH FOLLOWING RETIREMENT..............................................................14

    6.3    DETERMINATION OF DEATH BENEFIT........................................................................15

    6.4    DEATH OF BENEFICIARY..................................................................................15


ARTICLE VII. -- TERMINATION BENEFITS.............................................................................16

    7.1    TERMINATION OF EMPLOYMENT.............................................................................16

    7.2    TERMINATION FOR MISCONDUCT............................................................................17

    7.3    PAYMENT OF TERMINATION BENEFITS.......................................................................18

    7.4    DEATH OF PARTICIPANT AFTER TERMINATION................................................................18

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

    7.6    HARDSHIP..............................................................................................19
</TABLE>

<PAGE>   4

<TABLE>
<S>                                                                                                              <C>
ARTICLE VIII. -- DISABILITY......................................................................................19

    8.1    DISABILITY............................................................................................19

    8.2    PAYMENT OF DISABILITY BENEFITS........................................................................20

    8.3    DEATH OF PARTICIPANT AFTER TOTAL DISABILITY...........................................................20


ARTICLE IX. -- PLAN ADMINISTRATION...............................................................................20

    9.1    PLAN ADMINISTRATOR....................................................................................20

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

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

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

    9.5    FINAL DECISION........................................................................................22


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

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

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

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

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

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

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

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


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

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

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

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

    11.4   INUREMENT.............................................................................................26

    11.5   GOVERNING LAW.........................................................................................26


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

    12.1   CAUSE.................................................................................................27
</TABLE>

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<TABLE>
    <S>                                                                                                          <C>
    12.2   CHANGE IN CONTROL.....................................................................................28

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

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



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                               L & C SPINCO, INC.
                         SENIOR MANAGEMENT BENEFIT PLAN

                                    PREAMBLE

         The L & C Spinco, Inc. Senior Management Benefit Plan ("Plan") is
designed to be a non-qualified deferred compensation plan covering a select
group of management and highly compensated employees of L & C Spinco, Inc. (the
"Company") and its Subsidiaries. The benefits under the Plan are unfunded and
all amounts payable under the Plan shall be paid from the general assets of the
Employer which employs the Participant.

         The effective date of the Plan is ___________, 2001 ("Effective Date").
The Plan was originally established in connection with the spin-off of the
Company from National Service Industries, Inc. ("NSI"), which became effective
____________, 2001. Pursuant to an Employee Benefits Agreement, dated as of
_____, 2001, between the Company and NSI, the amounts credited to the Deferred
Benefit Accounts of certain employees and former employees of NSI and its
subsidiaries who were participants in the National Service Industries, Inc.
Senior Management Benefit Plan ("Prior Plan") as of the Effective Date, and who
became or remained employees of the Company or its Subsidiaries as of the
Effective Date or who were formerly employed by the businesses transferred to
the Company by NSI (including those in pay status) shall be transferred to the
Plan. As provided for herein, the deferral elections, Benefit Payment Elections
and designation of Beneficiaries made under the Prior Plan prior to the
Effective Date shall be carried over and apply for purposes of the Plan after
the Effective Date (subject to any change of election rights under the Plan).

<PAGE>   7

                           ARTICLE I. -- DEFINITIONS

                  The following words and phrases as set forth in this Senior
Management Benefit Plan shall have the meaning and application set forth below:
1.1 Anniversary Date. The calendar day that corresponds, each year, to a
Participant's Benefit Determination Date.

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

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

                  1.4      Company. L & C Spinco, Inc., a Delaware corporation,
or any successor corporation.

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

                  1.6      Compensation Deferral Election. The election made by
a Participant to defer Compensation pursuant to the provisions of Paragraph 3.1,
hereof. An Election Form, Schedule A, attached hereto, is filed with the Plan
Administrator, for such Compensation Deferral Election.

<PAGE>   8

                  1.7      Deferred Benefit Account. The accounts maintained on
the books of account of Employer for each Participant with respect to such
Participant's Compensation Deferral Election pursuant to Article IV. The
Participant's Initial Deferred Benefit Account under the Plan shall reflect the
transfer of the amount credited to his Deferred Benefit Account under the Prior
Plan. Separate Deferred Benefit Accounts shall be maintained for each
Participant. A Participant's Deferred Benefit Account shall be utilized solely
as a device for the measurement and determination of the amounts to be paid to
the Participant pursuant to this Plan. A Participant's Deferred Benefit Account
shall not constitute or be treated as a trust fund of any kind or a claim on any
specific assets of the Company or its Subsidiaries.

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

                  1.9      Effective Date. The effective date of the Plan,
______, 2001.

                  1.10     Employer. For purposes of this Plan, Employer means
the Company, or a Subsidiary or related employer that is permitted to adopt the
Plan. To the extent required by certain provisions (e.g., Compensation and
service), references to the Employer shall include the Employer of the
Participant. Adopting Employers are listed on Appendix 1.

                  1.11     Moody's Interest Rate. An interest rate equal to the
Moody's Seasoned Corporate Bond Yield index, as published monthly by Moody's
Investor's Service, Inc., or a successor thereto, or if such monthly index is no
longer published, a substantially similar average as established by the Plan
Administrator.

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

<PAGE>   9

                  1.13     Participant. An employee of an Employer who is
eligible to participate in the Plan according to standards adopted by the Board
of Directors of the Company and who elects to participate in this Plan.

                  1.14     Plan. The term "Plan" shall mean the L & C Spinco,
Inc. Senior Management Benefit Plan as set forth herein and as it may be
hereafter amended.

                  1.15     Plan Administrator. A Committee, the members of which
shall be appointed by the Board of Directors of the Company, which shall
administer the Plan. In the absence of the appointment of a Committee, the
Company shall serve as the Plan Administrator.

                  1.16     Plan Year. The Plan Year for this Plan begins on the
first day of September and ends on the following August 31. The initial Plan
Year shall commence on the Effective Date and end on August 31, 2002.

                  1.17     Prior Plan. The National Service Industries, Inc.
Senior Management Benefit Plan, in which the Participants in this Plan
previously participated.

                  1.18     Subsidiary. Any corporation is an unbroken chain of
corporations beginning with the Company, if each corporation 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. The term shall also include a partnership or LLC in which the
Company or a Subsidiary own a 50% or more of the profits interest or capital
interest.

                  1.19     Total Disability (or Totally Disabled). A physical or
mental condition which is expected to be totally and permanently disabling, as
more fully described in Article VIII.

<PAGE>   10

                  ARTICLE II. -- ELIGIBILITY AND PARTICIPATION

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

                  2.2      Application for Participation. The Plan Administrator
shall notify each employee of his eligibility to participate in this Plan.
Eligible employees were, on or before August 31, 1985, eligible to elect to
participate and begin participation in the Prior Plan by completing all
enrollment procedures and satisfying all enrollment requirements established by
the Plan Administrator. Such election to participate was effective upon receipt
and acceptance by the Plan Administrator of such employee's election to
participate.

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

                     ARTICLE III. -- COMPENSATION DEFERRAL

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

                  (a)      Election. The Employer has previously deferred from
         the Compensation otherwise payable to the Participant, by the Employer,
         as a result of such Participant's

<PAGE>   11

         employment with Employer, the amounts the Participant elected to defer
         on Schedule A, Election to Participate and Defer Compensation and
         Benefit Payment Election, for the number of years specified in Schedule
         A, in accordance with the Prior Plan. The Compensation Deferral
         Election shall apply solely to Compensation earned by Participant with
         respect to periods subsequent to the date of such election. Such
         Compensation deferral was not effective until the Participant completed
         all enrollment procedures and satisfied all enrollment requirements
         established by Plan Administrator.

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

                  (c)      Deferral Limitation. If an employee became a
         Participant after attaining the age of fifty-seven (57) years, such
         Participant's Compensation Deferral Election shall be for a period of
         four (4) consecutive Plan Years. Furthermore, such Participant's
         Compensation Deferral Election period must end on or before the date
         such Participant

<PAGE>   12

         retires from full-time employment with the Employer, but not later than
         age sixty-five (65).

                  (d)      Rollover Contribution. Any Participant herein, who
         was also a Participant in any deferred compensation plan sponsored by
         the Employer, could have elected, on or before August 31, 1985, to
         transfer, as of October 1, 1985, all or any portion of such
         Participant's Primary Account in such deferred compensation plan into
         the Prior Plan ("Rollover Contribution"). For this purpose, the value
         of such Participant's Primary Account in such deferred compensation
         plan was determined as of the close of business on October 1, 1985,
         pursuant to such deferred compensation plan. Such Rollover Contribution
         shall be treated as being deferred from Participant's Compensation for
         purposes of this Plan. In no event was a Participant be permitted to
         make more than one Rollover Contribution.

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

                    ARTICLE IV. -- DEFERRED BENEFIT ACCOUNT

                  4.1      Determination of Account. The Company shall establish
a Deferred Benefit Account for each Participant under the Plan. The initial
amount credited to the

<PAGE>   13

Participant's Deferred Benefit Account under the Plan shall be the amount
credited to the Participant's Deferred Benefit Account in the Prior Plan as of
the Effective Date. The Participant's Deferred Benefit Account shall thereafter
be credited with an amount of interest on such Deferred Benefit Account since
the preceding Determination Date in accordance with Paragraph 4.3.

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

                  4.3      Calculation of Interest. The Deferred Benefit
Accounts of Participants shall be credited annually on the Determination Date
with interest earnings (the "Interest Earnings Adjustment"), using as the rate
of interest earned an interest rate equal to three (3) percentage points greater
than the Moody's Interest Rate, as defined in Paragraph 1.11 (such interest rate
is hereinafter referred to as the "Interest Earnings Rate"). For amounts in the
Participant's Deferred Benefit Account at any Determination Date, the Interest
Earnings Adjustment shall be calculated, retrospectively, using a simple
interest calculation based on a twelve month average of the Interest Earnings
Rates between such Determination Date and the following Determination Date. For
amounts deferred between Determination Dates, the Interest Earnings Adjustment
shall be calculated monthly on a simple interest basis from the date such
amounts are credited to the Participant's Deferred Benefit Account using the
Interest Earnings Rate for each month until the next Determination Date.

<PAGE>   14

                       ARTICLE V. -- RETIREMENT BENEFITS

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

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

                  5.3      Later Retirement Benefit. A Participant who retires
after reaching Normal Retirement Date, shall be entitled to receive a Retirement
Benefit, as described in Paragraph 5.4(a), payable pursuant to the provisions of
Paragraph 5.5.

                  5.4      Determination of Retirement Benefits.

                  (a)      In the event a Participant retires from full-time
         employment with the Employer pursuant to the provisions of Paragraphs
         5.1 or 5.3, a benefit shall be payable to such Participant ("Retirement
         Benefit") equal to the greater of: (i) the total amount of such
         Participant's Deferred Benefit Account, determined pursuant to
         Paragraph 4.1, as of his Benefit Determination Date, including interest
         at the Interest Earnings Rate, through such Benefit Determination Date;
         or (ii) the amount determined pursuant to Schedule B attached hereto
         and made a part hereof; provided, however, that in the event the
         Participant retires pursuant to Paragraph 5.3, the amounts determined
         pursuant to

<PAGE>   15

         Schedule B shall be actuarially adjusted such that the Later Retirement
         Benefit, is actuarially equivalent to the Normal Retirement Benefit
         described in Schedule B.

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

                  5.5      Payment of Retirement Benefits. Benefits payable to a
Participant upon such Participant's retirement from full-time employment with
the Employer pursuant to the provisions of Paragraphs 5.1, 5.2 or 5.3, shall be
payable on the Retirement Benefit Commencement Date specified by Participant in
such Participant's Benefit Payment Election. The Participant's Benefit Payment
Election under the Prior Plan shall remain in effect under this Plan until
changed in accordance with the provisions of the Plan. A Participant may no
later than twenty-four (24) months prior to such Participant's retirement, and
with the approval of the Plan Administrator, change the date on which payment of
such Participant's Retirement Benefits shall commence and the method of payment
of such Retirement Benefits, by executing a new Benefit Payment Election,
provided, that (i) if a Participant satisfies the requirements of Paragraph 5.2

<PAGE>   16

for Early Retirement but incurs an interest earnings rate reduction under
Paragraph 5.4(b), he may make an election change up to six (6) months prior to
retirement, so long as such election is made in the tax year prior to
retirement, (ii) the 24-month election period shall not apply to election
changes relating to death benefits, and (iii) the Plan Administrator may, in its
sole discretion, permit a shorter election period to allow a Participant to
accelerate the time and/or manner of payment in the event of a Participant's
unforeseen and severe financial hardship (as described in Paragraph 7.6 and as
determined by the Plan Administrator). In the event a Participant fails to
execute a Benefit Payment Election, such Participant's Retirement Benefits shall
be payable pursuant to the method determined by the Plan Administrator, in its
sole discretion, commencing on the first day of the second calendar month
following the date of such Participant's retirement. Such Participant's
Retirement Benefit shall be payable pursuant to one of the following methods, as
requested by such Participant, in such Participant's Benefit Payment Election:

                  (a)      A monthly, quarterly, or annual installment payable
         over a fifteen (15) year period, commencing on the Retirement Benefit
         Commencement Date specified by Participant in such Participant's
         Benefit Payment Election. The amount payable for the first year
         hereunder shall be an amount that will fully amortize the balance in
         Participant's Deferred Benefit Account, as of the Participant's Benefit
         Determination Date, over the fifteen (15) year period, based on assumed
         interest earnings using the Interest Earnings Rate or Termination
         Interest Earnings Rate, if applicable, as of said Benefit Determination
         Date. Thereafter, annually, on the Anniversary Date, the amount payable
         for the following year shall be adjusted to an amount that will fully
         amortize the remaining balance in Participant's Deferred Benefit
         Account, on said date, over the

<PAGE>   17

         remaining years in the fifteen (15) year installment period, based on
         the Interest Earnings Rate or Termination Interest Earnings Rate, if
         applicable, as of said date. The balance in a Participant's Deferred
         Benefit Account, at any time after his Retirement, will be the
         unamortized balance thereof taking into account payments to date, or

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

                         ARTICLE VI. -- DEATH BENEFITS

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

                  (a)      A monthly, quarterly, or annual installment payable
         over a fifteen (15) year period, commencing on the first day of the
         second calendar month following the date of death of the Participant.
         The amount payable for the first year hereunder shall be an amount that
         will fully amortize the balance in the Participant's Deferred Benefit

<PAGE>   18

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

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

                  6.2      Participant's Death Following Retirement. If
Participant dies following retirement from full-time employment with the
Employer under Paragraphs 5.1, 5.2 or 5.3, but prior to the payment of all
amounts payable to Participant pursuant to Article V, Employer shall pay to the
Beneficiary or Beneficiaries designated in writing by Participant in Schedule A,
(or to Participant's Estate if Participant fails to so designate a Beneficiary
or Beneficiaries) the amounts which would otherwise be payable to Participant,
pursuant to Article V, except for Participant's death. The amounts payable to
such Beneficiary or Beneficiaries as the result of Participant's death shall be
payable pursuant to the method of payment of such death benefits specified by
Participant in such Participant's Benefit Payment Election. Participant shall
select such payment methods as follows:

<PAGE>   19

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

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

                  6.3      Determination of Death Benefit.

                  (a)      The amount of the benefit ("Death Benefit") with
         respect to a Participant shall be equal to the total amount of such
         Participant's Deferred Benefit Account, including interest at the
         Interest Earnings Rate through such Benefit Determination Date,
         determined pursuant to Paragraph 4.1, if death occurs before
         retirement, and pursuant to Paragraph 5.5(a), if death occurs after
         retirement.

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

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

<PAGE>   20

Beneficiary, on a form to be submitted by such Beneficiary to Plan Administrator
(or to the Beneficiary's Estate if Beneficiary fails to so designate a
beneficiary or beneficiaries).

                      ARTICLE VII. -- TERMINATION BENEFITS

                  7.1      Termination of Employment.

                  (a)      If, prior to a Change in Control, a Participant's
         employment with the Employer is terminated for any reason prior to
         Normal Retirement Date (excluding death or Total Disability), the
         Participant's participation in this Plan shall immediately cease and
         Employer shall pay to Participant a Termination Benefit, determined
         pursuant to Paragraphs 7.1(b) and 7.1(c), payable pursuant to the
         provisions of Paragraph 7.3 (except for Early Retirement benefits). For
         purposes hereof, prior to a Change in Control, the Plan Administrator
         shall determine what constitutes a termination of Participant's
         employment with Employer and the effective date thereof.

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

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

<PAGE>   21

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

         For purposes hereof, (i) the Prime Rate for the month shall mean the
rate of interest publicly announced by Wachovia Bank, N.A. (or any successor
thereto) as its prime rate on the first business day of such calendar month,
and (ii) Years of Active Plan Participation shall include a Participant's
years of participation in the Prior Plan.

                  7.2      Termination For Misconduct. Notwithstanding any other
provisions herein to the contrary and except as provided in Article XII hereof,
if a Participant's employment with the Employer is terminated, prior to actual
retirement, for any reason related to such Participant's conviction of a felony,
fraud or theft relating to the Participant's performance of services for the
Employer, such Participant's participation in this Plan shall be terminated and
Participant shall be entitled to none of the Retirement, death, termination or
Total Disability benefits or any other benefits provided for in the Plan;
provided, however, that Participant or Participant's Beneficiary or
Beneficiaries (or Estate, as the case may be) shall be paid the total balance of
all amounts of such Participant's deferral of Compensation and Rollover
Contributions made pursuant to Paragraph 3.1 under the Prior Plan, without
interest. Such amounts shall be payable pursuant to the provisions of Paragraph
7.3.
<PAGE>   22

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

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

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

                  7.4      Death of Participant After Termination. If a
Participant shall die prior to the final payment of his Termination Benefit
under this Article VII, such amount, determined pursuant to this Article VII,
shall be paid to the Beneficiary or Beneficiaries designated in writing by
Participant in Schedule A (or to Participant's Estate if Participant fails to so
designate a Beneficiary or Beneficiaries) either as a continuation of such
Termination Benefit or a lump sum distribution as described in Paragraph 7.3.

                  7.5      Termination After Early Retirement Date. Except as
otherwise provided in Paragraph 7.2, if Participant's employment with Employer
is terminated for any reason

<PAGE>   23

(excluding Normal or Later Retirement, Total Disability or death) after a
Participant's Early Retirement Date, Participant shall be deemed to have retired
from employment pursuant to the provisions of Paragraph 5.2.

                  7.6      Hardship. A Participant (whether or not actively
employed) who is suffering an unforeseen and severe financial hardship as a
result of (i) an illness or accident of the Participant or his immediate family,
(ii) loss of Participant's property due to casualty, or (iii) for such other
reasons as the Plan Administrator may establish, may file a written request with
the Plan Administrator for distribution of all or a portion of the amount
credited to his Deferred Benefit Account. The Plan Administrator shall have the
sole discretion to determine whether to grant a Participant's hardship request
and the amount to distribute to the Participant. The Plan Administrator shall
have authority in connection with such hardship request to accelerate the date
and method of payment of the Participant's Deferred Benefit Account.

                          ARTICLE VIII. -- DISABILITY

                  8.1      Disability. If a Participant, prior to retirement or
termination of employment with Employer, becomes Totally Disabled, such
Participant's participation in this Plan shall cease and Employer shall pay to
such Participant a Disability Benefit, in lieu of any other Benefit provided for
herein, equal to the total amount of such Participant's Deferred Benefit
Account, determined pursuant to Paragraph 4.1, as of the Benefit Determination
Date when such Participant is determined to be Totally Disabled, including
interest at the Interest Earnings Rate through such Benefit Determination Date.
Total Disability shall mean a physical or mental condition which is expected to
be totally and permanently disabling, as determined by the Plan Administrator.

<PAGE>   24

                  8.2      Payment of Disability Benefits. Disability Benefits
payable to a Participant as a result of such Participant's Total Disability,
pursuant to Paragraph 8.1, shall be payable pursuant to any of the following
methods of payment, as determined by Plan Administrator, upon consultation with
Participant (or his legal representative):

                  (a)      In either five (5) or fifteen (15) annual
         installments, payable monthly, quarterly or annually, including
         interest, determined using the Interest Earnings Rate, described in
         Paragraph 4.3, computed as provided for in Paragraph 5.5(a), commencing
         on the first day of the second calendar month following the date the
         Participant is determined to be Totally Disabled; or

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

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

                       ARTICLE IX. -- PLAN ADMINISTRATION

                  9.1      Plan Administrator. This Plan and all matters related
hereto, shall be administered by the Plan Administrator. The Plan Administrator
shall have the exclusive

<PAGE>   25

discretionary authority to construe and to interpret the Plan, to decide all
questions of eligibility for benefits and to determine the amount of such
benefits, and its decisions on such matters shall be final and conclusive on all
parties. Plan Administrator may engage the services of independent actuaries,
counsel, administrative personnel, and other persons to assist it in the
performance of its duties.

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

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

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

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

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

                  9.4      Review of Claim. Any person whose claim or request is
denied or who has not received a response within 90 days may (within 60 days
after such denial, or end of the 90 day period, whichever is earlier) request a
review by notice given in writing to Plan Administrator. A request to review
Plan Administrator's denial of a claim or request, must state the specific
reasons, including any Plan provisions, upon which such request for review is
based. The claim or request shall be reviewed by Plan Administrator who may, but
shall not be required

<PAGE>   26

to, grant the claimant a hearing. On review, the claimant may have
representation, examine pertinent documents, and submit issues and comments in
writing.

                  9.5      Final Decision. The decision on review shall normally
be made within 60 days. If an extension of time is required for a hearing or
other special circumstances, the claimant shall be notified and the time limit
shall be 120 days. The decision shall be in writing and shall state the reason
and the relevant plan provisions. All decisions on review shall be final and
bind all parties concerned.

                       ARTICLE X. -- PARTICIPANT'S RIGHTS

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

                  10.2     Benefits Unfunded. The benefits provided by this Plan
shall be unfunded. All amounts payable under this Plan to a Participant shall be
paid from the general assets of the Employer which principally employs the
Participant (the "Obligated Employer"), and nothing contained in this Plan shall
require the Obligated Employer to set aside or hold in trust any amounts or
assets for the purpose of paying benefits to Participants. This Plan shall
create only a contractual obligation on the part of the Obligated Employer and
Participants shall have the status of general unsecured creditors of the
Obligated Employer under the Plan with respect to amounts of Compensation they
defer or any other obligation of the Obligated Employer to pay benefits pursuant
hereto. Any funds of the Obligated Employer available to pay benefits pursuant
to the Plan shall be subject to the claims of general creditors of the Obligated
Employer,

<PAGE>   27

and may be used for any purpose by the Obligated Employer. Any insurance policy
or other asset acquired or held by the Obligated Employer shall not be deemed to
be held under any trust for the benefit of Participant or to be security for the
performance of the Obligated Employer's obligations pursuant hereto.

                  Notwithstanding the preceding paragraph, the Obligated
Employer may at any time transfer assets to a trust for purposes of paying all
or any part of its obligations under this Plan. However, to the extent provided
in the trust only, such transferred amounts shall remain subject to the claims
of general creditors of the Obligated Employer. To the extent that assets are
held in a trust when a Participant's benefits under the Plan become payable, the
Plan Administrator shall direct the trustee to pay such benefits to the
Participant from the assets of the trust.

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

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

<PAGE>   28

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

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

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

                  10.7     Guarantee of Performance. In consideration of each
Participant's performance of valuable services that inure to the financial
benefit of the Company, the Company does hereby agree to pay and perform all of
the obligations and responsibilities and to pay any benefits due and owing to
the Participant under the Plan if the Obligated Employer (as defined in Section
10.2) designated to perform such obligations and responsibilities or pay such
benefits fails or is unable to do so.

<PAGE>   29

                          ARTICLE XI. -- MISCELLANEOUS

                  11.1     Termination of Plan. Prior to a Change in Control,
the Company, upon written notice to Participants, shall have the right, at any
time, to terminate this Plan. Such termination shall become effective when
authorized by the Company and written notice is given to Participants. Upon
termination of this Plan, Participant shall receive a Termination Benefit as
provided for in Article VII, as if Participant's employment had terminated on
the date of termination of this Plan. Except as otherwise provided in Paragraph
11.2, if such a Plan Termination occurs, pursuant to this Paragraph 11.1, each
Participant's Termination Interest Earnings Rate, pursuant to Paragraph 7.1,
shall equal the Interest Earnings Rate described in Paragraph 4.3.
Notwithstanding anything contained in this Plan to the contrary, for a period of
two (2) years following a Change in Control, this Plan shall not be terminated
or amended in any way to reduce the benefits provided under this Plan (including
the continuing crediting of interest), the Interest Earnings Rate or the
Termination Interest Earnings Rate, or otherwise adversely affect any
Participant's participation in this Plan.

                  11.2     Change of Tax Status. In the event that, as a result
of statutory amendments to the Internal Revenue Code of 1986, as amended, there
is a significant change (as determined by Plan Administrator) in the Federal
Income Tax consequences to the Company, with respect to establishment and
maintenance of this Plan, and as a result of such change in tax status and the
impact thereof on the Company, the Company terminates this Plan, Participants
shall be entitled to receive Termination Benefits as provided for in Article
VII, hereof, as if the Participants' employment had terminated on the date of
termination of this Plan. Notwithstanding the foregoing, if such a Plan
Termination occurs, pursuant to this Paragraph 11.2, more than two years after
the effective date of the Prior Plan, each Participant's

<PAGE>   30

Termination Interest Earnings Rate, pursuant to Paragraph 7.1, shall equal the
Interest Earnings Rate described in Paragraph 4.3.

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

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

                  11.5     Governing Law. This Plan shall be governed by, and
enforced in accordance with the Employee Retirement Income Security Act of 1974,
as amended, and to the extent not preempted by federal law, the laws of the
State of Georgia.

<PAGE>   31

                       ARTICLE XII. -- CHANGE IN CONTROL

                  12.1     Cause. For purposes of this Plan, a termination for
"Cause" is a termination evidenced by a resolution adopted in good faith by
two-thirds of the Board of Directors of the Company that the Participant (i)
intentionally and continually failed to substantially perform his duties with
the Employer (other than a failure resulting from the Participant's incapacity
due to physical or mental illness) which failure continued for a period of at
least thirty (30) days after a written notice of demand for substantial
performance has been delivered to the Participant specifying the manner in which
the Participant has failed to substantially perform, or (ii) intentionally
engaged in conduct which is demonstrably and materially injurious to the
Employer or the Company, monetarily or otherwise; provided, however that no
termination of the Participant's employment shall be for Cause as set forth in
clause (ii) above until (x) there shall have been delivered to the Participant a
copy of a written notice setting forth that the Participant was guilty of the
conduct set forth in clause (ii) and specifying the particulars thereof in
detail, and (y) the Participant shall have been provided an opportunity to be
heard by the Board of Directors of the Company (with the assistance of the
Participant's counsel if the Participant so desires). No act, nor failure to
act, on the Participant's part, shall be considered "intentional" unless he has
acted or failed to act, with an absence of good faith and without a reasonable
belief that his action or failure to act was in the best interest of the
Employer. Notwithstanding anything contained in this Plan to the contrary, in
the case of any Participant who is a party to a Severance Protection Agreement,
no failure to perform by the Participant after a Notice of Termination (as
defined in the Participant's Severance Protection Agreement) is given by the
Participant shall constitute Cause for purposes of this Plan.
<PAGE>   32

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

                  (a)      The acquisition (other than from the 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 of the Company (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 Plan, be considered as a member of the Incumbent
         Board; or

                  (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.
<PAGE>   33

                  Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur pursuant to Subparagraph (a), 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.

                  12.3     Termination of Employment. Notwithstanding anything
contained in this Plan to the contrary, if a Participant's employment is
terminated by the Employer (other than for Cause) or by the Participant for any
reason within two (2) years following a Change in Control, the Employer shall,
within five (5) days, pay to the Participant a lump sum cash payment of his or
her Deferred Benefit Account as of the date of termination of employment plus
interest on such Deferred Benefit Account at the Interest Earnings Rate as
described in Paragraph 4.3 to the date of payment.

                  12.4     Amendment or Termination. Any amendment or
termination of this Plan which a Participant reasonably demonstrates (i) was at
the request of a third party who has indicated an intention or taken steps
reasonably calculated to effect a Change in Control or (ii) otherwise arose in
connection with or in anticipation of a Change in Control, and which was not
consented to in writing by the Participant shall be null and void, and shall
have no effect whatsoever, with respect to the Participant.

<PAGE>   34

         IN WITNESS WHEREOF, the Plan has been executed by the Company as of the
_____ day of ___________, 2001, to be effective on the Effective Date.


                                            L & C SPINCO, INC.


                                            By:
                                               ---------------------------------
                                            Title:
                                                  ------------------------------


<PAGE>   35


                                   Appendix 1
                               Adopting Employers

         The Zep Group, Inc.
         L & C Lighting Group, Inc.

<PAGE>   36

                                   SCHEDULE A
                               L & C SPINCO, INC.
                         SENIOR MANAGEMENT BENEFIT PLAN
                           ELECTION TO PARTICIPATE AND
                 DEFER COMPENSATION AND BENEFIT PAYMENT ELECTION

To the Plan Administrator:

                  I hereby elect to participate in L & C SPINCO, INC. SENIOR
MANAGEMENT BENEFIT PLAN, (the "Plan") pursuant to the terms and conditions of
such Plan contained in the Plan document adopted by L & C SPINCO, INC.,
("Company"), all of which terms and conditions are incorporated herein by
reference.

I. COMPENSATION DEFERRAL ELECTION

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

II. DEFERRAL TERM

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

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

III. ROLLOVER CONTRIBUTION

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

IV. BENEFIT PAYMENT ELECTION

         (A) RETIREMENT BENEFITS

         I hereby elect to receive my Retirement Benefits as follows:

<PAGE>   37

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

                  (ii)     Lump Sum Distribution.

         (B) RETIREMENT BENEFIT COMMENCEMENT DATE

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

                  (i)      Normal Retirement Date

                  (ii)     Actual Retirement

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

         (C) DEATH BENEFITS

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

                                    Continuation of my Retirement Benefit

                                    Lump Sum Distribution

V. BENEFICIARY DESIGNATION

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

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

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

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

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

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

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


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