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                                                                EXHIBIT 10.14(a)

                        SUPPLEMENTAL RETIREMENT PLAN FOR
                  ELIGIBLE EMPLOYEES OF AECO PRODUCTS DIVISION
                      OF NATIONAL SERVICE INDUSTRIES, INC.
            (As Amended and Restated Effective As of January 1, 1994)
<PAGE>

                        SUPPLEMENTAL RETIREMENT PLAN FOR
                  ELIGIBLE EMPLOYEES OF AECO PRODUCTS DIVISION
                      OF NATIONAL SERVICE INDUSTRIES, INC.
            (As Amended and Restated Effective As Of January 1, 1994)


         This restatement of the Supplemental Retirement Plan for Eligible
Employees of AECO Products Division of National Services Industries, Inc.
entered into as of the 31st day of August, 1996 by AECO Products Division of
National Service Industries, Inc. (the "Company");

                                   WITNESSETH:

         WHEREAS, the Company established the Supplemental Retirement Plan for
Eligible Employees of AECO Products Division of National Service Industries,
Inc. (the "Plan"), which Plan has heretofore been amended in a number of
respects; and

         WHEREAS, the Company now desires to further amend the Plan, effective
January 1, 1994, in accordance with the amendment and restatement attached
hereto; and

         WHEREAS, this amended and restated Plan shall only apply to Eligible
Employees who retire, die or otherwise terminate employment on or after January
1, 1994, with the rights and benefits of Eligible Employees who terminated prior
to that date being governed by the prior provisions of the Plan;

         NOW, THEREFORE, the Plan is hereby amended and restated in the form
attached hereto, effective January 1, 1994, to apply to Eligible Employees who
retire, die or otherwise terminate employment on or after that date.

                                        NATIONAL SERVICE INDUSTRIES, INC.



                                        By:  /s/ David Levy
                                             -----------------------------------
                                             David Levy
                                             Executive Vice President,
                                             Administration and Counsel
<PAGE>

                                   ARTICLE I

                          DEFINITIONS AND CONSTRUCTION

         1.1      Definitions: Where the following words and phrases appear in
this Plan, they shall have the meanings set forth below, unless the context
clearly indicates to the contrary:

                  (a)      Accrued Pension: A Participant as of any given date
shall have an Accrued Pension, which in each case shall be reduced by the
benefit, or the Actuarial Equivalent of the benefit, where appropriate, which
the Participant is entitled to receive from the AECO Plan. The determination of
the reduction under this Section 1.1(a) shall be made by the Committee and its
decisions on such matters shall be final and binding on all parties. The
appropriate Accrued Pension shall be classified as follows:

                           (1)      Normal Retirement Accrued Pension: An annual
         benefit determined by (i) multiplying the Participant's Pension
         Compensation Base by one and one-half percent (1 1/2%) for each year of
         Credited Service; (ii) limiting the sum determined in (i) above to an
         amount which does not exceed fifty percent (50%) of the Participant's
         Pension Compensation Base; (iii) reducing the sum determined in (ii)
         above by two percent (2%) of the annual Primary Old-Age Social Security
         Benefit for each year of Credited Service, but not more than fifty
         percent (50%) of such Primary Old-Age Social Security Benefit; and (iv)
         multiplying the sum determined in (iii) above, by a fraction, the
         numerator being the Participant's Credited Service and the denominator
         being the Participant's Eligible Service.

                           Benefits provided hereunder will not be decreased due
         to subsequent increases in Social Security benefits. The Accrued
         Pension of any Participant who elects a refund of his contributions to
         the AECO Plan, will be reduced (but not below zero) by same amount that
         such Participant's benefits are reduced under the AECO Plan on account
         of such withdrawal.

                           (2)      Early Retirement Accrued Pension: A
         Participant's Accrued Pension as of any given date that is after the
         date he has attained both at least age 55 and completed at least 15
         years of Credited Service, but before his Normal Retirement Date, shall
         be an amount determined by computing the Participant's Pension as if it
         were determined pursuant to Section 1.1(a)(1) above and by reducing the
         resulting figure by five-twelfths of one percent (5/12ths of 1%)
         thereof for each month by which the Pension Commencement Date precedes
         his Normal Retirement Date.

                           (3)      Late Retirement Accrued Pension: A
         Participant's Accrued Pension as of any given date that is after his
         Normal Retirement Date shall be an amount determined by computing the
         Participant's Pension as if it were calculated pursuant to Section
         1.1(a)(1) above, but using the Participant's Compensation Base,
         Credited Service and Eligible Service as of his actual date of
         Retirement.

                           (4)      Death or Disability Accrued Pension: The
         death and disability benefits provided under Section Articles III and
         IV of the
        Plan.


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                           (5)      Vested Termination Accrued Pension: A
         Participant's Accrued Pension as of any given date when his Accrued
         Pension is not determined under Sections (a) (1), (2), (3) or (4) shall
         be an amount determined by computing the Participant's Pension as if it
         were calculated pursuant to Section 1.1(a)(1) above, but using the
         Participant's Pension Compensation Base, Credited Service and Eligible
         Service as of the date of determination.

                           Notwithstanding the foregoing, when a Participant who
         received a distribution or distributions following his Termination Date
         or Retirement is re-employed and again becomes an active Participant,
         such Participant's Accrued Pension, as computed pursuant to the
         appropriate provision of this Section, shall be reduced by the monthly
         Accrued Pension amount that is the Actuarial Equivalent of the
         distribution(s) made to the Participant.

                  (b)      Act: Public Law No. 93-406, the Employee Retirement
Income Security Act of 1974, as amended from time to time.

                  (c)      Actuarial (or Actuarially) Equivalent: Equality in
value of the aggregate amounts expected to be received under different forms of
payment, using the same basis as defined for such term in the AECO Plan.

                  (d)      Actuary: The individual actuary, or firm of
actuaries, selected by the Administrator to provide actuarial services in
connection with the administration of the Plan.

                  (e)      Administrator: National Service Industries, Inc.

                  (f)      AECO Plan: The Pension Plan of AECO Products Division
of National Service Industries, Inc., as it may be amended from time to time.

                  (g)      Anniversary Date: January 1st of each year.

                  (h)      Authorized Leave of Absence: Any absence authorized
by the Company under the Company's standard personnel practices, provided that
all persons under similar circumstances shall be treated alike in the granting
of such Authorized Leaves of Absence, and provided further that the Participant
returns within the period specified in the Authorized Leave of Absence.

                  (i)      Board: The Board of Directors of National Service
Industries, Inc. or its Executive Committee.

                  (j)      Break in Service: An event which results in the
cancellation of a Participant's previous Credited Service and Eligible Service
as provided in Section 2.4.

                  (k)      Break Year: A Plan Year in which an Eligible Employee
failed to accrue at least 500 Service Hours.

                  (l)      Committee: The persons appointed under the provisions
of Article VII.


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                  (m)      Company: Company shall mean the AECO Products
Division of National Service Industries, Inc.

                  (n)      Credited Service: The period of a Participant's
employment with the Company considered in determining his eligibility for
benefits from the Plan and the amount of his Accrued Pension, in accordance with
Section 2.3, or credited pursuant to Sections 2.10 and 2.11, plus, for the sole
purpose of determining his eligibility for a Vested Pension, any period of
employment completed prior to eligibility for participation in the AECO Plan.

                  (o)      Disability Retirement Date: The date of Retirement
due to disability as specified in Section 3.4.

                  (p)      Division: A branch, division, or corporate office of
National or any corporation which is a member of a controlled group of
corporations (as defined in Code Section 414(b)) which includes the Company; any
trade or business which is under common control (as defined in Code Section
414(c)) with the Company; any organization which is a member of an affiliated
service group (as defined in Code Section 414(m)) which includes the Company;
and any other entity required to be aggregated with the Company pursuant to
regulations under Code Section 414(o).

                  (q)      Early Retirement Date: The date of Early Retirement
as specified in Section 3.3.

                  (r)      Effective Date: This amended and restated Plan is
effective January 1, 1994.

                  (s)      Eligible Earnings: With respect to a noncommissioned
employee of the Company, the monthly basic and overtime compensation earned by
such employee, including any cash profit sharing distributions or paid bonuses
intended as compensation for services rendered. With respect to a commissioned
employee of the Company, "Eligible Earnings" shall mean seventy-five percent
(75%) of the monthly compensation actually paid to such employee by the Company
(including advances or drawings against commissions, but not loans which are
made for other purposes). Cash awards, such as Christmas bonuses or gifts,
service awards, etc., and all compensation received during a period in which an
employee is eligible to participate in the Plan, but does not elect to do so,
shall be excluded. Eligible Earnings shall be conclusively determined by the
books and records of the Company.

                  (t)      Eligible Employee: Any employee of the Company who is
designated by the Chief Executive Officer of National as eligible to participate
in the Plan and who is listed on the Appendix attached hereto.

                  (u)      Eligible Service: The period of a Participant's
employment with the Company considered in determining the amount of his Accrued
Pension, in accordance with Section 2.2.

                  (v)      Fiduciaries: The Company, National, the Plan
Administrator and the Committee, but only with respect to the specific
responsibilities of each for Plan administration, all as described in Article
VI.


                                      -3-
<PAGE>

                  (w)      Late Retirement Date: The date of Retirement
subsequent to Normal Retirement Date as specified in Section 3.2.

                  (x)      National: National Service Industries, Inc.

                  (y)      Normal Retirement Date: The date of Retirement as
specified in Section 3.1.

                  (z)      Participant: An Eligible Employee participating in
the Plan in accordance with the provisions of Section 2.1.

                  (aa)     Pension: A series of monthly amounts which are
payable to a person who is entitled to receive benefits under the Plan.

                  (bb)     Pension Commencement Date: The date as of which the
initial payment of a Participant's Pension is due to commence, as provided in
Article III, provided that such date shall, in no event, be later than the first
of the month following or coincident with the last to occur of the following:
(a) ten years after the commencement date of the Participant's participation in
the AECO Plan or (b) the Participant's Normal or Late Retirement Date or (c) the
Termination Date of the Participant.

                  (cc)     Pension Compensation Base: The Pension Compensation
Base for computing the Pension of a Participant shall be twelve (12) times the
average of his highest sixty (60) consecutive calendar months of Eligible
Earnings received from the Company within the last one hundred twenty (120)
calendar months of employment ending on the last day of the month coinciding
with or next preceding the termination of his employment with the Company for
any reason.

                  (dd)     Plan: The Supplemental Retirement Plan for Eligible
Employees of AECO Products Division of National Service Industries, Inc., the
Plan set forth herein, as amended from time to time.

                  (ee)     Plan Year: A twelve (12) month period beginning on
January 1 and ending on December 31.


                  (ff)     Primary Social Security Benefit: The annual amount
available to the Participant at age sixty-five (65) under the provisions of
Title II of the Social Security Act (or its equivalent in the event of
amendment, modification or replacement) in effect at the earliest to occur of
(i) Retirement, but not later than Normal Retirement Date, (ii) death, or (iii)
termination of employment, without regard to any increases in the wage base or
benefit levels that take effect after the date of Disability Retirement, Early
Retirement, or termination of employment; provided that

                           (1)      For the purposes of Section 1.1, if the
         exact Primary Social Security Benefit is not known upon termination of
         employment, it shall be estimated in accordance with uniform rules
         adopted by the Committee;


                                      -4-
<PAGE>

                           (2)      For the purposes of Sections 1.1(a)(2) and
         1.1(a)(5), if an Eligible Employee terminates employment prior to age
         sixty-five (65), his Primary Social Security Benefit shall be
         calculated by assuming continuation of his most recent Eligible
         Earnings until age sixty-five (65); and

                           (3)      The fact than an Eligible Employee does not
         actually receive such amount because of failure to apply or continuance
         of work, or for any other reason, shall be disregarded.

                  (gg)     Retirement: Termination of employment for reasons
other than death after a Participant has fulfilled all requirements for a Normal
Retirement Pension, a Late Retirement Pension, an Early Retirement Pension, or a
Disability Retirement Pension. Retirement shall be considered as commencing on
the day immediately following a Participant's last day of employment (or
Authorized Leave of Absence, if later).

                  (hh)     Service Date: The date as of which an Eligible
Employee's most recent period of continuous employment with the Company
commenced. Such date shall coincide with the Eligible Employee's first date of
hire with the Company unless he suffered a subsequent Break in Service, in which
event the Eligible Employee's Service Date shall be the earliest date of
re-employment with the Company as of which he commenced accruing Eligible
Service without any cancellation thereof because of a subsequent Break in
Service.

                  (ii)     Service Hours: Subject to the Break in Service
provisions of Section 2.4, all hours for which an Eligible Employee is
compensated by the Company.

                  (jj)     Termination Date: The date of termination of an
Eligible Employee's employment with the Company for reasons other than death or
Retirement.

                  (kk)     Vested Terminee: A Participant whose Termination Date
occurs after the completion of at least ten (10) years of Credited Service (but
exclusive of that period he was eligible to participate in the AECO Plan and did
not participate), but prior to achieving eligibility for Retirement.

         1.2      Construction: The masculine gender, where appearing in the
Plan, shall be deemed to include the feminine gender, and the singular may
include the plural, unless the context clearly indicates to the contrary. The
words "hereof," "herein," "hereunder" and other similar compounds of the word
"here" shall mean and refer to the entire Plan, not to any particular provision
or Section.


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                                   ARTICLE II

                        PARTICIPATION, CREDITED SERVICE,
                      ELIGIBLE SERVICE AND BREAK IN SERVICE

         2.1      Eligibility for Participation:


                  (a)      In General - An Eligible Employee who is a
Participant in this Plan and the AECO Plan on January 1, 1994 shall continue to
participate in this Plan, subject to the conditions and limitations provided for
herein. Any other Eligible Employee shall be eligible to participate on the
Anniversary Date following the fulfillment of the following conditions:

                           (i)      The Eligible Employee's employment did not
         commence on or after his sixtieth (60th) birthday;

                           (ii)     The Eligible Employee is a participant in
         the AECO Plan, but is not covered under any other tax-qualified
         non-governmental retirement plan to which the Company contributes,
         whether the plan is a Company plan or otherwise;

                           (iii)    The Eligible Employee has completed six (6)
         months of employment.

After a Break in Service, a former Participant who is rehired may again become a
Participant upon again fulfilling the above requirements.

                  (b)      Special Eligibility - Any Eligible Employee (or group
of Eligible Employees) designated on an Appendix attached hereto shall be
eligible to participate in the Plan on the date specified in the Appendix and in
accordance with the conditions and limitations provided in such Appendix.

         2.2      Eligible Service: Subject to the Break in Service provisions
of Section 2.4 and the provisions of Sections 2.10 and 2.11, the period of
employment of an Eligible Employee from the date he first became eligible to
participate under the provisions of the AECO Plan to his date of Retirement,
death, or Termination Date, whichever is the first to occur, excluding from such
period (i) any periods during which the Eligible Employee could not make a
Participant Contribution to the AECO Plan due to having no earnings from the
Company as the result of a period of Authorized Leave of Absence, or, (ii) prior
to December 1, 1976, any period during which the Eligible Employee did not
accrue Credited Service. Eligible Service may not be less than Credited Service
for any Plan Year during which a Participant earns Credited Service.

         2.3      Credited Service: Subject to the Break in Service provisions
of Section 2.4, and the provisions of Sections 2.10 and 2.11, the period of
employment during which an Eligible Employee is a Participant in the AECO Plan,
determined as of any given date as the sum of (a), if any, and (b) as follows:

                  (a)      Credited Service Prior to June 1, 1976: The period of
employment of the Eligible Employee with the Company through May 31, 1976,
excluding any period of time during which the Eligible Employee was eligible to
contribute to the AECO Plan and did not do


                                      -6-
<PAGE>

so. Any cancellation of service under the provisions of the AECO Plan prior to
June 1, 1976 is not restored by the provisions hereof.

                  (b)      Credited Service From and After June 1, 1976: A
Participant shall accrue one (1) year of Credited Service for each Plan Year
from and after June 1, 1976 during which he is an active Participant in the AECO
Plan and in which he has 1,000 or more Service Hours. For the short Plan Year
June 1, 1982 through December 31, 1982, a Participant will accrue an additional
year of Credited Service if he completed at least 1000 Service Hours during such
period. No Credited Service shall be granted for any Plan Year in which less
than 1,000 Service Hours are completed except for the Plan Year of the
Participant's Retirement or Termination Date or death; in such case, the final
Plan Year shall be credited as the decimal equivalent, expressed to two decimal
places, of a fraction having a numerator equal to the Participant's Service
Hours accrued during such final year, if less than 1,000 in such year, and a
denominator with respect to such year equal to 1,000 Service Hours.

Except as provided pursuant to Sections 2.10 or 2.11, no Credited Service shall
accrue for any period of employment for which an Eligible Employee did not make
Participant Contributions under the AECO Plan, but only to the extent such
Participant Contributions were required to be made for such period.

A Participant shall accrue Credited Service for the period of employment prior
to his initial date of eligibility to participate in the Plan.

         2.4      Break in Service: After the Effective Date, a Plan Year during
which a Participant completes less than 500 Service Hours as the result of the
occurrence of a Termination Date or Retirement shall constitute a Break in
Service. Upon incurring a Break in Service, an Eligible Employee's rights and
benefits under the Plan shall be determined in accordance with his Credited
Service and Eligible Service, and other applicable Plan provisions at the time
of the Break in Service.

No Pension payments shall be made during a period of employment with the
Company; and if a re-employed Participant had received any Pension payments
under the Plan, the Pension payable starting on the first day of the calendar
month coinciding with or next following the date of his subsequent Retirement
shall be reduced by the Actuarial Equivalent of any Pension payments he received
prior to his Normal Retirement Date.

         2.5      Method of Becoming a Participant: All Eligible Employees shall
become Participants in this Plan upon satisfaction of the eligibility
requirements, provided that they are Participants at such time in the AECO Plan.

         2.6      Participants Bound: Each Eligible Employee becoming a
Participant hereunder shall be conclusively presumed for all purposes to have
consented to this Plan and any amendments, modifications or revisions hereto,
and to all the terms and conditions thereof, and shall be bound thereby with the
same force and effect as if he had entered into a contract to such effect and
any amendments, modifications or revisions hereto.

         2.7      Authorized Leave of Absence: An Authorized Leave of Absence
due to service in the Armed Forces of the United States shall not constitute a
Break in Service, provided that


                                      -7-
<PAGE>

the absence is caused by war or other emergency, or provided that the Eligible
Employee is required to serve under the laws of conscription in time of peace,
and further provided that the Eligible Employee returns to employment with the
Company within the period provided by law. An Authorized Leave of Absence for
other reasons shall not constitute a Break in Service if the Eligible Employee
returns to active employment with the Company upon expiration of the period of
such Authorized Leave of Absence.

         2.8      Eligible Employee Not Actively At Work on Date of Eligibility:
An Eligible Employee who is not actively at work on his date of eligibility for
any reason other than a Break in Service, shall become eligible to participate
on his return to active employment, provided he becomes a Participant as
otherwise provided herein.

         2.9      An Eligible Employee Ceases Active Participation: Except as
provided in Section 2.10, if an Eligible Employee ceases to be an active
Participant in the AECO Plan, he shall be treated as if his employment
terminated at such time and any benefit to which he would be entitled would be
computed as if there had been a termination of employment; however, any
distribution of such benefit shall not commence until such time as he would
otherwise become entitled (had he continued as a Participant) to benefit because
of Retirement, actual termination of employment or death; provided, if such
Eligible Employee withdraws within ninety (90) days after first becoming a
Participant in the AECO Plan, then such Eligible Employee shall cease to be a
Participant in the AECO Plan and in this Plan as of the first day of the
immediately succeeding pay period and unless the Eligible Employee shall
otherwise again become a Participant under this Plan, he shall have no further
rights or benefits as a Participant in this Plan.

         2.10     Transfers of Eligible Employee: The following rules shall
apply when an Eligible Employee transfers to or from an Eligible Employee
position in the Company:

                  (a)      When Employee Becomes an Eligible Employee: An
Employee of the Company who becomes an Eligible Employee of the Company, may
become a Participant under this Plan on the Anniversary Date as of which he has
met the eligibility requirements for participation; however, the Eligible
Employee's Service Date for the purpose of this Plan shall be the date of his
employment with the Company, not the date he becomes an Eligible Employee.

                  (b)      Accrued Pension Upon Transfer To A Non-Eligible
Status: If a Participant is transferred to a non-eligible status of employment
within the Company, his Accrued Pension under this Plan will be determined as
though his transfer were a termination of employment; however if the transfer
occurs prior to the completion of ten (10) years of Credited Service, such
Participant shall continue to accrue service for vesting purposes only until his
employment with the Company shall terminate. The date of such termination of
employment will be deemed to be the date of his transfer.


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<PAGE>
                                  ARTICLE III

                 RETIREMENT AND TERMINATION DATES AND PENSIONS

         3.1      Normal Retirement and Pension: A Participant may retire on
his 65th birthday (his "Normal Retirement Date"), at which time he shall become
fully vested in his Accrued Pension. Such Participant's Pension shall commence
as of the first day of the calendar month coinciding with or next following his
65th birthday and shall be payable in the normal form described in Section 3.7,
unless the Participant elects an optional form of benefit in accordance with
Section 3.8.

         3.2      Late Retirement and Pension: When permitted by Company
policy, a Participant may continue his employment beyond his Normal Retirement
Date. In such event, his Late Retirement Accrued Pension shall commence as of
the last day of the calendar month coinciding with or next following the date
of his actual Retirement (his "Late Retirement Date"). The Participant's Late
Retirement Accrued Pension shall be payable in the normal form described in
Section 3.7, unless the Participant elects an optional form of benefit in
accordance with Section 3.8.

         3.3      Early Retirement and Pension: A Participant may retire after
his 55th birthday and the date of completion of at least 15 years of Credited
Service, and be entitled to an Early Retirement Accrued Pension. If he retires,
the Participant's Pension shall be equal to his Accrued Pension, payable in the
normal form described in Section 3.7, with payment commencing as of the first
day of the calendar month coinciding with or next following the Participant's
65th birthday. A Participant may elect to commence his Early Retirement Pension
as of the first day of the calendar month coinciding with or next following his
Retirement, or as of the first day of any subsequent calendar month which
precedes his Normal Retirement Date. In such event, the Participant's Pension,
payable in the normal form, shall be reduced by five-twelfths of one percent
(5/12ths of 1%) for each full month or portion thereof by which the
commencement of the Early Retirement Pension precedes the Participant's Normal
Retirement Date. In lieu of the normal form of benefit payment, a Participant
may elect to receive his Accrued Pension in one of the optional forms of
benefit payment set forth in Section 3.8, which shall be the Actuarial
Equivalent of the normal form.

         3.4      Disability Retirement and Pension: A Participant shall be
eligible for a Disability Retirement Pension if he retires by reason of Total
and Permanent Disability (as defined in Section 3.4(a) below) or Disability (as
defined in Section 3.4(b) below). His Disability Retirement Date shall be the
first day of the month in which the Participant is deemed to have a Total and
Permanent Disability or a Disability, at which time payment of such disability
benefit shall commence.

                  (a)      Definition of Total and Permanent Disability: A
Participant shall be considered to have a Total and Permanent Disability if he
suffers from a physical or mental condition which entitles the Participant to
receipt of a Social Security Disability Insurance benefit under the Social
Security Act; provided, however, that a Participant shall not be considered to
be Totally and Permanently Disabled for purposes of receiving a Disability
Retirement Pension hereunder if the disability (i) is due to or contributed to
by the excessive and


                                      -9-
<PAGE>


habitual use of alcoholic liquors, or drug use or abuse, (ii) is the result of
a self-inflicted injury, (iii) resulted from or was contracted, incurred, or
suffered while the Participant was engaged in a criminal enterprise, while in
any Armed Forces of the United States or any other country (including the
United States Merchant Marine), or (iv) occurred while the Participant was on
an unpaid absence (excluding any absence for a sickness or injury which results
in disability).

                  A Participant's Total and Permanent Disability shall be
considered to have ended and entitlement to a Disability Retirement Pension on
account of Total and Permanent Disability under this Plan shall cease if prior
to the Participant's Normal Retirement Date, the Participant losses entitlement
to Social Security Disability Insurance benefits.

                  (b)      Definition of Other Disability: A Participant shall
be considered Disabled if as a result of a physical or mental condition he is
unable to perform the duties of his current job with the Company. A
determination as to whether a Participant is able to perform the duties of his
current job shall be certified by two duly licensed and practicing physicians,
one selected by the Committee and one by the Participant or his representative.
A Participant shall not be considered to have a Disability for purposes of
receiving a Disability Retirement Pension hereunder if the Disability (i) is
due to or contributed to by the excessive and habitual use of alcoholic
liquors, or drug use or abuse, (ii) is the result of a self-inflicted injury,
(iii) resulted from or was contracted, incurred, or suffered while the
Participant was engaged in a criminal enterprise, while in any Armed Forces of
the United States or any other country (including the United States Merchant
Marine), or (iv) occurred while the Participant was on an unpaid absence
(excluding any absence for a sickness or injury which results in disability).
Their determination shall be evidenced by appropriate written certificates
delivered to the Committee. If the two physicians fail to agree, they shall
appoint a third physician in the following manner: (1) the physician selected
by the Committee shall prepare a list of at least three physicians qualified in
his judgment to render an opinion in the case, considering the nature of the
disability; (2) the physician selected by the Participant shall choose one name
from the list so submitted; and (3) arrangements shall be made by the Committee
to have the Participant evaluated by the physician so selected, with the report
of such evaluation to be submitted to the Committee. Based upon the reports so
submitted, the Committee shall determine, in its sole judgment, whether the
Participant is Disabled and entitled to a Disability Retirement Pension
hereunder. In the event that no report is submitted by the third physician
chosen in accordance with the procedure outlined above, the physician selected
by the Participant shall choose another name from the list, provided that there
be at least three (3) names on the list at the time of such choosing. If the
physician selected by the Participant fails to select the third physician from
a list submitted to him, or the Participant fails to submit to such
examinations as may be required by any of the physicians involved in the above
process, the Committee may choose the third physician or, at its option, make
its determination on the basis of the report submitted by the physician it had
previously chosen.

                  The Committee shall have the right to have medical
examinations made from time to time by a duly licensed physician to determine
whether a Participant who has not reached Normal Retirement Date remains
Disabled. If the Participant refuses to submit to such medical examination,
upon instruction from the Committee, payment of any further benefits shall be
withheld until the Participant does so submit. If as a result of a subsequent
examination, the physician selected by the Committee determines that the
Participant no longer has a Disability,


                                     -10-
<PAGE>


and the Participant does not agree with his conclusion, the Participant shall
have the right to an examination and opinion of his own physician, and if the
physicians appointed by the Committee and the Participant fail to agree, the
two physicians shall select a third physician in accordance with the procedures
set forth above. Notwithstanding anything contained herein to the contrary,
once a Participant reaches his Normal Retirement Date, he shall be deemed to be
Disabled for the remainder of his life, regardless of whether or not he
subsequently recovers.

                  (c)      Total and Permanent Disability Retirement Pension:
         (i) A Participant determined to be eligible for Total and Permanent
         Disability benefits pursuant to Section 3.4(a) shall receive as a
         Disability Retirement Pension the amount which would have been payable
         to his beneficiary pursuant to Article IV, as applicable, had his
         death occurred on the date of the inception of his Total and Permanent
         Disability. At the election of the Participant, this amount may be
         paid in periodic installments, in which event the aggregate amount of
         such installment shall be the Actuarial Equivalent of the sum which
         would otherwise be payable.

                           (ii)     Alternatively, a Participant determined to
         be eligible for Total and Permanent Disability benefits pursuant to
         Section 3.4(a) who, at the inception of his disability, has completed
         twenty-five (25) or more years of Credited Service or is eligible for
         Early Retirement pursuant to Section 3.3 may, at his option, elect to
         receive his disability benefit in the form of a monthly pension
         computed in accordance with Section 3.1 based on Credited Service
         accrued to the date of his disability, as though he had attained age
         sixty-five (65) on the date of his disability.

                  (d)      Disability Retirement Pension: A Participant
determined to be eligible for a Disability Retirement Pension pursuant to
Section 3.4(b) who at the inception of his Disability has completed twenty-five
(25) or more years of Credited Service and attained the age of sixty-two (62)
shall receive his Accrued Pension, which shall not be reduced to reflect the
early commencement of benefits.

                  (e)      Recovery from Disability or Total and Permanent
Disability:

                           (i)      Disability Payments to Cease: If a disabled
         Participant who is receiving disability benefits under this Section
         3.4 is found to be no longer disabled as provided in Section 3.4(a) or
         (b), whichever is applicable, then his disability benefits shall
         immediately cease.

                           (ii)     Return to Active Employment: If a disabled
         Participant is re-employed by the Company immediately following
         certification of recovery, his Plan participation shall be reinstated
         as of the date of such re-employment with full accrued Credited
         Service to date of disability. He shall not receive Credited Service
         for the period of disability, but such period shall be counted in
         determining all service for vesting purposes only. The amount of any
         Pension to which he may subsequently become entitled shall not be
         reduced by any disability benefits paid to him under the Plan, but the
         total of such disability benefits shall be deducted from his
         pre-retirement death benefit and from any refund of those
         contributions which were made by him prior to the inception date of
         disability.


                                     -11-
<PAGE>


                           (iii)    Non-Return to Active Employment: If a
         disabled Participant is not re-employed by the Company immediately
         following certification of recovery, he shall be considered as a
         terminated Employee and shall have no further interest in the Plan
         other than any benefit he may be entitled to under Section 3.5,
         reduced by the total of disability payments received hereunder;
         provided, however, that if such Participant were eligible for Early
         Retirement under the provisions of Section 3.3 as of the date on which
         he was certified disabled, he shall receive a continuing Pension
         (computed in accordance with Section 3.3 from the end of the month
         following certification of recovery, and his death benefit thereafter
         shall be his preretirement death benefit as of the date of disability
         (computed in accordance with Article IV) reduced by the total of all
         disability and Pension payments made since the date on which he was
         certified to be disabled.

                  (f)      Payment of Disability or Total and Permanent
Disability Retirement Benefits:

                           (i)      Lump Sum: Except as provided in Section
         3.4(c)(ii), a disability benefit computed in accordance with Section
         3.4(c) shall be payable as a single lump sum payment.

                           (ii)     Annual Pension: If a disability benefit is
         an annual Pension payable under Section 3.4(c)(ii), it shall be paid
         in equal monthly installments of one-twelfth (1/12) of the annual
         amount payable, which monthly installment shall be computed to the
         nearest whole cent. Such monthly installments shall be paid on the
         first date of each month, commencing with the first day of the month
         in which the Participant is determined to be Totally and Permanently
         Disabled in accordance with Section 3.4(a) and continuing for life or
         until such payments are ceased pursuant to Section 3.4(e)(i).

                           (iii)    Other Disability: If a disability benefit
         is an Annual Pension payable under Section 3.4(d), it shall be paid in
         equal monthly installments of one-twelfth (1/12) of the annual amount
         payable. Such monthly installments shall be paid on the first day of
         the month commencing with the first day of the month in which the
         Participant is determined to be Disabled in accordance with Section
         3.4(b) and shall continue for life or until such payments are to cease
         pursuant to Section 3.4(e)(i).

         3.5      Vested Terminee and Pension: A Vested Terminee shall be
entitled to benefits pursuant to (a) or (b), as applicable:

                  (a)      A Pension equal to his Accrued Pension, payable in
the normal form described in Section 3.7, or at the election of the
Participant, in an optional form described in Section 3.8. Payment of such
Pension shall commence on the first day of the calendar month coinciding with
or next following the Participant's 65th birthday.

                  (b)      A Participant with at least fifteen (15) years of
Credited Service may request the Committee to commence the payment of his
Accrued Pension as of the first day of any calendar month that is after his
55th birthday but prior to his 65th birthday. Such Pension shall be payable in
the normal form described in Section 3.7 and shall commence as of the beginning
of the month so requested but the amount thereof shall be reduced by 5/12ths of
1%


                                     -12-
<PAGE>


for each full month by which the actual Pension commencement date precedes the
Participant's 65th birthday. In lieu of the normal form, the Participant may
elect one of the optional forms of payment described in Section 3.8. Any such
optional form of benefit shall be the Actuarial Equivalent of the reduced
normal form described above.

         3.6      Termination Prior to Completion of 10 Years of Credited
Service: Subject to Article XIII, a Participant whose Termination Date occurs
prior to the completion of 10 years of Credited Service shall be entitled to no
benefits under this Plan.

         3.7      Normal Form of Payment of Pension: The normal form of pension
payment shall be a single-life annuity with sixty (60) monthly payments
certain. If a Participant receiving Pension payments dies before sixty (60)
monthly Pension payments have been made, Pension payments shall be continued to
the Participant's beneficiary until the sum of monthly payments to both the
Participant and his beneficiary is sixty (60).

         3.8      Optional Forms of Benefit Payment: A Participant entitled to
a Pension in the normal form may elect to receive a Pension payable under one
of the options described below. An option shall be exercised in writing on a
form approved by the Committee before the Participant's Pension payments
commence and the aggregate of the Pension payments expected to be made shall be
the Actuarial Equivalent of the normal form of Pension to which the Participant
is entitled. The optional forms are:

                  (a)      Period-Certain and Life Option: A Participant may
elect to receive an adjusted Pension payable until death; and if the
Participant's death occurs within a period of 120 or 180 months (as elected by
the Participant) after his Pension Commencement Date, payment of the Pension
will be continued in the same amount to the person or persons designated by the
Participant for the balance of the 120 or 180 month period.

                  (b)      Contingent Annuitant Option: A Participant may elect
to receive an adjusted Pension payable during the joint lives of the
Participant and a person designated by the Participant as his contingent
annuitant. Under this optional form, following the death of the Participant,
payment of the Pension in the same amount or in an amount equal to 75% or 50%
of the Participant's Pension (as elected by the Participant) shall continue to
the contingent annuitant, if surviving, with the last payment to be made as of
the first day of the month in which the death of the contingent annuitant
occurs.

Notwithstanding any provision herein to the contrary, if the contingent
annuitant (or beneficiary) is other than the Participant's spouse and if the
value of the Participant's benefit under the above options will be less than
51% of the value of his life income with 60 months certain Pension, the
optional benefit shall be adjusted so that the value of the Participant's
benefit under the option will be equal to 51% of the value of the Participant's
life income with 120 months certain Pension. Regardless of the named
beneficiary, the period of distribution selected may not exceed the joint life
expectancies of the Participant and his beneficiary.

A Participant electing a Contingent Annuitant Option must designate a joint
pensioner at the time of such election but may change such designation at any
time prior to the date on which his Pension is to commence. If a joint
pensioner dies before the date on which the Participant's


                                     -13-
<PAGE>


Pension is to commence, the election shall be of no effect, and the Participant
shall be treated as though he had not elected such option; but if the joint
pensioner dies on or after the date on which the Participant's Pension is to
commence, the election shall continue in force, and the amount of the
Participant's Pension shall not be increased thereby.

                  (c)      Single Life Annuity Option: A Participant may elect
to receive an adjusted Pension payable for his lifetime only, with no
survivorship Pension payable following his death.

                  (d)      Social Security Level Income Option: A Participant
whose Pension payments commence prior to the earliest date on which Social
Security payments may be commenced may elect to receive a higher monthly
Pension from the Plan before his Social Security payments are to commence and a
lower payment for life thereafter so that his total monthly retirement income,
before and after the commencement of his Social Security payments, is
approximately the same. For the purpose of this option, such Social Security
payment will be determined, as nearly as may be estimated under the provisions
of the Federal Social Security Act as in force on the Participant's Retirement,
assuming that the Participant (1) is no longer in employment and (2) makes
proper application for such benefit on the earliest possible date. This option
is available only to a Participant who retires early and elects to have his
Pension commence prior to his Normal Retirement Date under the provisions of
Section 3.3.

The effective date of any option election ("Option Effective Date") under this
Section 3.8 shall be (i) the Participant's 65th birthday in the case of Normal
Retirement, but only if the Participant's spouse is the beneficial or
contingent annuitant, or (ii) the date the Participant's Pension commences, in
any other case. Evidence of a Participant's good health shall be required by
the Committee before election of an optional form of benefit will be permitted,
unless the option is elected at least one year prior to the Option Effective
Date. Under no circumstances may an option be elected, changed or revoked after
the Option Effective Date.

An election made pursuant to this Section 3.8 shall become inoperative if the
Participant's employment terminated before he is eligible for either a Normal
or Early Retirement Pension, or if the Participant or his beneficiary or
contingent annuitant dies before the Option Effective Date. If an option under
this Section becomes effective, it will be in place of any benefit otherwise
payable under this Plan, and the form made available by the Committee for
election of the option shall so specify.


                                     -14-
<PAGE>


                                  ARTICLE IV

                                 DEATH BENEFITS

         4.1      Death Prior to Fifteen (15) Years of Credited Service: A
Participant who dies before completing fifteen (15) years of Credited Service
shall be entitled to a death benefit equal to the larger of such Participant's
(a) Eligible Earnings for the calendar year immediately preceding the date of
his death or (b) his annual rate of pay at the date of death.

         4.2      Death After Fifteen (15) Years of Credited Service: A
Participant who dies after completing fifteen (15) years of Credited Service
shall be entitled to a death benefit equal to the larger of (a) one and
one-half (1 1/2) times such Participant's Eligible Earnings for the calendar
year immediately preceding the date of his death or (b) one and one-half (1
1/2) times such Participant's annual rate of pay at the date of death.

         4.3      Death During An Authorized Absence: - Subject to the
provisions of Section 4.4, if a nonretired Participant dies (a) before
completing twenty-five (25) years of Credited Service and (b) during an absence
from active employment authorized for any cause other than sickness or
accident, his death benefit shall be the amount computed in accordance with
Section 4.1 reduced by ten percent (10%) for each full month of nonpaid
absence. No reduction shall be made if the Participant had twenty-five (25) or
more years of Credited Service or if his absence was due to sickness or
accident.

         4.4      Alternative Benefit For Participants Eligible For Early
Retirement: In the event of the death of a Participant who has attained the age
of fifty-five (55) and has completed fifteen (15) years of Credited Service,
the Participant's beneficiary may elect to receive a benefit equal to the
Pension the Participant would have received if he had elected to retire on the
date of his death and elected to receive an immediate Pension payable in the
form of a single life annuity with sixty (60) monthly payments guaranteed.

         4.5      Death After Early, Normal, or Late Retirement: The
post-retirement death benefit of a Participant who retires with a Pension
payable in the normal form pursuant to Section 3.7 shall be a continuation of
any remaining installments of the monthly Pension payable until the number of
monthly payments received by the retired Participant and his beneficiaries or
estate reaches a total of sixty (60). The post-retirement death benefit of a
Participant who retires with a Pension payable in an optional form pursuant to
Section 3.8 shall be the death benefit payable under that option.

         4.6      Death After Disability Retirement: The post-retirement death
benefit of a Participant who dies after he has been certified disabled shall be
his pre-retirement death benefit determined as of the date of disability
(computed in accordance with Sections 4.1, 4.2, 4.3 or 4.4, as applicable)
reduced by the total of all disability payments made to him prior to his death.

         4.7      Payment of Death Benefits: All death benefits payable
pursuant to the provisions of this Article IV shall be paid in accordance with
the instructions of the Committee to the deceased Participant's designated
beneficiary or beneficiaries. If the Committee shall be in doubt as to the
right of any beneficiary designated by a deceased Participant to take his
interest,


                                     -15-
<PAGE>


any amounts so payable may be delivered to the Participant's surviving spouse,
if any, or if not then to the legal representatives of the deceased
Participant, in which event the Committee, the Company, and any other persons
in any manner connected with the Plan shall have no further liability with
respect to the amounts so paid. In the event that the deceased Participant had
designated no beneficiaries, or if all of his designated beneficiaries have
predeceased him, payment of any death benefits shall be made to his estate. At
the sole discretion of the Committee, any post-retirement death benefit
installments may be paid in one sum which is the Actuarial Equivalent of the
remaining installments.


                                     -16-
<PAGE>


                                   ARTICLE V

                                 PLAN FINANCING

         5.1      Payment of Costs and Expenses: All costs of providing the
benefits to the Plan and the expenses thereof, including the cost of the
Committee and the Administrator and any actuary shall be paid by the Company.


                                     -17-
<PAGE>


                                  ARTICLE VI

                           FIDUCIARY RESPONSIBILITIES

         6.1      Allocation of Responsibility Among Fiduciaries: The
Fiduciaries shall have only those specific powers, duties, responsibilities and
obligations as are specifically given them under this Plan. In general, the
Company shall have the responsibility for providing the benefits payable under
this Plan. National shall perform the responsibilities of the Plan
Administrator and shall have the sole authority to appoint and remove the
members of the Committee and to amend or terminate, in whole or in part, this
Plan. The Committee shall have the responsibility for the duties set forth in
Article VII. Each Fiduciary warrants that any directions given, information
furnished, or action taken by it shall be in accordance with the provisions of
the Plan authorizing or providing for such direction, information or action.
Furthermore, each Fiduciary may rely upon any such direction, information or
action of another Fiduciary as being proper under this Plan, and is not
required under this Plan to inquire into the propriety of any such direction,
information or action. It is intended under this Plan that each Fiduciary shall
be responsible for the proper exercise of its own powers, duties,
responsibilities and obligations under this Plan and shall not be responsible
for any act or failure to act of another Fiduciary. No Fiduciary guarantees the
payment of benefits under this Plan in any manner.

         6.2      Fiduciary Duties: All Fiduciaries hereunder shall discharge
their duties with respect to the Plan solely in the interest of the
Participants and Beneficiaries and

                  (a)      for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and defraying reasonable expenses of
administering the Plan;

                  (b)      with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent man acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims; and

                  (c)      in accordance with the documents and instruments
governing the Plan insofar as such documents and instruments are consistent
with the provisions of Title I of the Act.

         6.3      Company Filing Responsibility: To the extent not otherwise
specifically provided in the Plan, the Plan Administrator shall be responsible
for filing with the Internal Revenue Service and Department of Labor all
returns, reports and other documentation required under the Act.


                                     -18-
<PAGE>


                                  ARTICLE VII

                          COMMITTEE AND ADMINISTRATION

         7.1      Appointment and Term of Committee: The Committee shall
consist of the Eligible Employee Compensation Committee of the Board of
Directors of National or of such other Board members as the Board may choose.
The Committee presently in existence shall continue to hold office until their
successors have been appointed. Any member may resign by notice in writing
filed with National. The Board may remove any member, with or without cause, at
any time by notice in writing to the member and the other members of the
Committee. Until vacancies have been filled by the Board, the remaining members
of the Committee shall have full authority to act.

         7.2      Selection of Secretary and Duties of Secretary: The Committee
may choose from its members a Secretary. The Secretary shall keep minutes of
the Committee proceedings and all records and documents pertaining to the
Committee's administration of the Plan. The Committee may employ and suitably
compensate such attorneys, advisory, clerical and other employees as it may
deem necessary in the performance of its duties.

         7.3      Majority Vote Required; Exceptions: The action of the
Committee shall be determined by the vote or other affirmative expression of a
majority of its members, except that the Committee may assign any or all
administrative duties to one or more members or to any person designated by the
Committee. Except as otherwise expressly provided in this Section, a meeting
need not be called or held to make any decision, but such decision may be made
by a written document signed by a majority of the then members. Either the
Chairman or the Secretary may execute any certificate or other written
direction on behalf of the Committee.

         7.4      Payment of Expenses: It is intended that all expenses of the
Committee shall be paid by the Company or National.

         7.5      Limitation of Liability: No member of the Committee shall be
liable for any act or omission of any other member of the Committee, nor for
any act or omission on his own part, excepting his own willful misconduct or
unless such liability is imposed by law. The Company or National shall
indemnify and save harmless each member of the Committee against any and all
expenses and liabilities arising out of his membership on the Committee,
excepting only expenses and liabilities arising out of his own willful
misconduct or unless such indemnification is not permitted by law.

         7.6      Right to Consult: Eligible Participants and Beneficiaries may
consult with the Committee on any matters relating to the Plan.

         7.7      General Duties: The Committee, on behalf of the Participants
and their Beneficiaries, shall enforce the Plan, and shall have all powers
necessary to accomplish that purpose, including, but not by way of limitation,
the following:

                  (a)      to construe and interpret the Plan, decide all
questions of eligibility and determine the amount, manner and time of payment
of any benefits hereunder and to notify the Participant and the Company or
National, where appropriate;


                                     -19-
<PAGE>


                  (b)      to adopt By-Laws and rules as it deems necessary,
desirable or appropriate;

                  (c)      to prescribe procedures to be followed by
Participants or beneficiaries filing applications for benefits;

                  (d)      to prepare and distribute, in such manner as the
Committee determines to be appropriate, information explaining the Plan;

                  (e)      to receive from the Company or National and from
Participants such information as shall be necessary for the Committee to
perform its duties hereunder;

                  (f)      to furnish the Company or National, upon request,
such annual reports as are reasonable and appropriate with respect to the
Committee's duties hereunder;

                  (g)      to receive, review and keep on file (as it deems
convenient or proper) reports of the receipts and disbursements of the Plan;

                  (h)      to appoint or employ individuals to assist in the
administration of its duties under the Plan and any other agents as it deems
advisable, including legal or actuarial counsel.

The Committee shall have no power to add to, subtract from, or modify any of
the terms of the Plan, or to change or add to any benefits provided by the
Plan, or to waive or fail to apply any requirements of eligibility for any
benefits under the Plan. The Committee shall have the exclusive discretionary
authority to construe and to interpret the Plan, to decide all questions of
eligibility for benefits and to determine the amount of such benefits, and its
decisions on such matters are final and conclusive.

         7.8      Application and Forms For Pension: The Committee may require
a Participant to complete and file with the Committee an application for
Pension and all other forms approved by the Committee, and to furnish all
pertinent information requested by the Committee. The Committee may rely upon
all such information so furnished to it, including the Participant's current
mailing address.

         7.9      Facility of Payment: Whenever, in the Committee's opinion a
person entitled to receive any payment of a benefit or installment thereof
hereunder is under a legal disability or is incapacitated in any way so as to
be unable to manage his financial affairs, the Committee may direct the Company
or National to make payments to such person or to his legal representative or
to a relative or friend of such person for his benefit, or the Committee may
direct the Company or National to apply the payment for the benefit of such
person in such manner as the Committee considers advisable. Any payment of a
benefit or installment thereof in accordance with the provisions of this
Section shall be a complete discharge of the Committee of any liability for the
selection of such payee or the making of such payment under the provisions of
the Plan.

         7.10     Rules and Decisions: All rules and decisions of the Committee
shall be uniformly and consistently applied to all Eligible Employees under
similar circumstances. When making any determination, the Committee shall be
entitled to rely upon information furnished by the Company or National, legal
counsel for the Company, or the Actuary.


                                     -20-
<PAGE>


         7.11     Company to Furnish Information: To enable the Committee to
perform its functions, the Administrator shall supply full and timely
information to the Committee of all matters relating to the pay of all
Participants, their retirement, death or other cause for termination of
employment, and such other pertinent facts as the Committee may require.

         7.12     Administrator to Furnish Other Information: To the extent not
otherwise provided in the Plan, the Administrator shall be responsible for
providing all notices and information required under the Act to all
Participants.

         7.13     Beneficiary Designations: Each Participant who may be
eligible for the payment of preretirement death benefits on his behalf pursuant
to Article IV or who will receive his Accrued Pension under the normal form of
payment described in Section 3.7, shall have the right at any time to
designate, and rescind or change any designation of, a primary and contingent
beneficiary or beneficiaries to receive benefits in the event of his death. If
there is no designated beneficiary alive when a death benefit becomes payable
under the Plan, the benefit shall be paid to the estate of the Participant. If
a primary beneficiary dies before receiving all death benefits to which he is
entitled, the balance of such payments shall be paid to the contingent
beneficiary, if any. If there is no contingent beneficiary, or if the
contingent beneficiary dies before receiving all death benefit payments to
which he is entitled, the commuted value of the balance of such payments shall
be paid to the estate of the last to die of such beneficiaries. Neither the
Company (in its capacity as such) nor the Administrator shall be named as
beneficiary. A designation or change of beneficiary shall be made in writing on
such form or forms as the Committee may require.

After such notice is so filed, the designation or change will relate back and
take effect as of the date the Participant signed such written notice, whether
or not the Participant is living on the date such notice is received by the
Committee, but without prejudice to the Committee or the Company on account of
any payment made before receipt of such notice. If at the death of a
Participant, there is more than one beneficiary designated and in such
designation, the Participant has failed to specify their respective interests,
the beneficiaries shall share equally.

Anything in this Plan to the contrary notwithstanding, if an amount becomes
payable hereunder to the executors or the administrators of any person and
evidence satisfactory to the Committee is given to it that no petition for the
appointment of such executors or administrators has been or will be filed, the
Committee may, at its option, pay the amount otherwise payable, or the commuted
value thereof, to the wife or husband of such person, if living; if not living,
in equal shares to the then living children of such person; if not, to either
the father or mother of such person, or to both equally if both are living; if
neither parent is living, in equal shares to the then living brothers and
sisters of such person.


                                     -21-
<PAGE>


                                 ARTICLE VIII

                               SUCCESSOR COMPANY

         8.1      Successor Company: In the event of the dissolution, merger,
consolidation or reorganization of the Company (or National), provision may be
made by which the Plan will be continued by the successor; and, in that event,
such successor shall be substituted for the Company (or National) under the
Plan. The substitution of the successor shall constitute an assumption of Plan
liabilities by the successor and the successor shall have all of the powers,
duties and responsibilities of the Company (or National) under the Plan.


                                     -22-
<PAGE>


                                  ARTICLE IX

                                PLAN TERMINATION

         9.1      Right to Terminate: National may terminate the Plan at any
time by resolution of the Board. In the event of the termination or partial
termination of the Plan, the rights of all affected Participants to benefits
accrued to the date of such termination or partial termination shall be fully
vested and nonforfeitable. Notwithstanding anything contained herein to the
contrary, for a period of two (2) years following a Change in Control, as
defined in Article XIII, this Plan shall not be terminated.


                                     -23-
<PAGE>


                                   ARTICLE X

                                     TRUST

There is no separate Trust involved with this Plan, nor are there any specific
assets of National or the Company earmarked to provide benefits under this
Plan. Notwithstanding anything contained in this Plan to the contrary, nothing
herein shall prevent or prohibit National or the Company from establishing a
trust or other arrangement for the purpose of providing for the payment of the
benefits payable under this Plan.


                                     -24-
<PAGE>


                                  ARTICLE XI

                        AMENDMENTS AND ACTION BY COMPANY

         11.1     Amendments: National, by action of the Board or through a
committee appointed by the Board, reserves the right to make from time to time
any amendment or amendments to this Plan. Notwithstanding anything contained in
this Plan to the contrary, no amendment shall have the effect of reducing the
Accrued Pension of any Participant and for a period of two (2) years following
a Change in Control, as defined in Article XIII, this Plan shall not be amended
in any way to directly or indirectly reduce the benefit levels provided under
this Plan or the benefit of any Participant or his designated beneficiary.

         11.2     Notices of Amendment, Modification or Revision: Any amendment
to the provisions of this Plan shall be evidenced by the substitution of the
page (or adding new pages for additional provisions with a new date) of this
Plan setting forth the amendment and a proper recording of the same on the
Register of Amendments with notice of the same to the Committee.


                                     -25-
<PAGE>


                                  ARTICLE XII

                                 MISCELLANEOUS

         12.1     Nonguarantee of Employment: Nothing contained in this Plan
shall be construed as a contract of employment between the Company or National
and any Participant, or as a right of any Participant to be continued in the
employment of the Company or National, or as a limitation of the right of the
Company or National to discharge any of its Employees, with or without cause.

         12.2     Rights Under Plan: No Participant shall have any right to, or
interest in, the Plan upon termination of his employment or otherwise, except
as provided from time to time under this Plan, and then only to the extent of
the benefits payable under the Plan to such Participant.

         12.3     Nonalienation of Benefits: Benefits payable under this Plan
shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution or levy of any
kind, either voluntary or involuntary, including any such liability which is
for alimony or other payments for the support of a spouse or former spouse, or
for any other relative of the Eligible Employee, prior to actually being
received by the person entitled to the benefit under the terms of the Plan; and
any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge or otherwise dispose of any right to benefits payable hereunder, shall
be void. The Plan shall not in any manner be liable for, or subject to, the
debts, contracts, liabilities, engagements or torts of any person entitled to
benefits hereunder.

         12.4     Entering Military Service: If a Participant enters the
service of the Armed Forces to the United States, then during the period of
such service he shall be entitled only to the vested benefits he might
otherwise be entitled to upon death or disability.

         12.5     Headings for Convenience Only: The headings and subheadings
in this Plan are inserted for convenience of reference only and are not to be
considered in construction of the provisions hereof.

         12.6     Multiple Copies: This Plan may be executed in any number of
counterparts, each of which shall be deemed an original, and the counterparts
shall constitute one and the same instrument, which shall be sufficiently
evidenced by any one thereof.

         12.7     Governing Law: This Plan shall be construed and enforced in
accordance with the provisions of the Act. In the event the Act is not
applicable or does not preempt state law, the laws of the State of Georgia
shall govern.


                                     -26-
<PAGE>


                                 ARTICLE XIII

                               CHANGE IN CONTROL

         13.1     Cause: For purposes of this Plan, a termination for `Cause'
is a termination evidenced by a resolution adopted in good faith by two-thirds
of the Board that the Participant (i) intentionally and continually failed to
substantially perform his duties with the Company (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 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 Executive Resource and Nominating
Committee of the Board (with the assistance of the Participant's counsel if the
Participant so desires). No act, or 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 Company. 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.

         13.2     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 National 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 National's then
outstanding voting securities; or

                  (b)      The individuals who, as of September 21, 1989, are
members of the Board (the "Incumbent Board"), cease for any reason to
constitute at least two-thirds of the Board; provided, however, that if the
election, or nomination for election by National's stockholders, of any new
director was approved by a vote of at least two-thirds of the Incumbent Board,
such new director shall, for purposes of this Plan, be considered as a member
of the Incumbent Board; or

                  (c)      Approval by stockholders of National of (1) a merger
or consolidation involving National if the stockholders of National,
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 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 National outstanding
immediately before such


                                     -27-
<PAGE>


merger or consolidation or (2) a complete liquidation or dissolution of
National or an agreement for the sale or other disposition of all or
substantially all of the assets of National.

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

         13.3     Termination of Employment: If a Participant's employment is
terminated (other than for Cause) for any reason within two (2) years following
a Change in Control, the Company shall, within five (5) days, pay to the
Participant a lump sum cash payment equal to the lump sum Actuarial Equivalent
of his Accrued Pension as of the date of his termination of employment whether
or not the Participant is otherwise vested in his Accrued Pension.

         13.4     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.


                                     -28-
<PAGE>


                                    APPENDIX


A.1.      Eligible Individual(s):  J. Randolph Zook.

A.2.      Effective Date of Participation:  January 1, 1994


                                      A-1
<PAGE>


                               Table of Contents


<TABLE>
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ARTICLE I  DEFINITIONS AND CONSTRUCTION...........................................................................1

         1.1      Definitions.....................................................................................1
                  (a)      Accrued Pension........................................................................1
                           (1)      Normal Retirement Accrued Pension.............................................1
                           (2)      Early Retirement Accrued Pension..............................................1
                           (3)      Late Retirement Accrued Pension...............................................1
                           (4)      Death or Disability Accrued Pension...........................................1
                           (5)      Vested Termination Accrued Pension............................................2
                  (b)      Act....................................................................................2
                  (c)      Actuarial (or Actuarially) Equivalent..................................................2
                  (d)      Actuary................................................................................2
                  (e)      Administrator..........................................................................2
                  (f)      AECO Plan..............................................................................2
                  (g)      Anniversary Date.......................................................................2
                  (h)      Authorized Leave of Absence............................................................2
                  (i)      Board..................................................................................2
                  (j)      Break in Service.......................................................................2
                  (k)      Break Year.............................................................................2
                  (l)      Committee..............................................................................2
                  (m)      Company................................................................................3
                  (n)      Credited Service.......................................................................3
                  (o)      Disability Retirement Date.............................................................3
                  (p)      Division...............................................................................3
                  (q)      Early Retirement Date..................................................................3
                  (r)      Effective Date.........................................................................3
                  (s)      Eligible Earnings......................................................................3
                  (t)      Eligible Employee......................................................................3
                  (u)      Eligible Service.......................................................................3
                  (v)      Fiduciaries............................................................................3
                  (w)      Late Retirement Date...................................................................4
                  (x)      National...............................................................................4
                  (y)      Normal Retirement Date.................................................................4
                  (z)      Participant............................................................................4
                  (aa)     Pension................................................................................4
                  (bb)     Pension Commencement Date..............................................................4
                  (cc)     Pension Compensation Base..............................................................4
                  (dd)     Plan...................................................................................4
                  (ee)     Plan Year..............................................................................4
                  (ff)     Primary Social Security Benefit........................................................4
                  (gg)     Retirement.............................................................................5
                  (hh)     Service Date...........................................................................5
                  (ii)     Service Hours..........................................................................5
                  (jj)     Termination Date.......................................................................5
</TABLE>


                                      -i-
<PAGE>


                               Table of Contents
                               -----------------
                                  (continued)

<TABLE>
<CAPTION>
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                  (kk)     Vested Terminee........................................................................5
         1.2      Construction....................................................................................5

ARTICLE II  PARTICIPATION, CREDITED SERVICE, ELIGIBLE SERVICE AND BREAK IN SERVICE................................6

         2.1      Eligibility for Participation...................................................................6
         2.2      Eligible Service................................................................................6
         2.3      Credited Service................................................................................6
                  (a)      Credited Service Prior to June 1, 1976.................................................6
                  (b)      Credited Service From and After June 1, 1976...........................................7
         2.4      Break in Service................................................................................7
         2.5      Method of Becoming a Participant................................................................7
         2.6      Participants Bound..............................................................................7
         2.7      Authorized Leave of Absence.....................................................................7
         2.8      Eligible Employee Not Actively At Work on Date of Eligibility...................................8
         2.9      An Eligible Employee Ceases Active Participation................................................8
         2.10     Transfers of Eligible Employee..................................................................8
                  (a)      When Employee Becomes an Eligible Employee.............................................8
                  (b)      Accrued Pension Upon Transfer To A Non-Eligible Status.................................8

ARTICLE III  RETIREMENT AND TERMINATION DATES AND PENSIONS........................................................9

         3.1      Normal Retirement and Pension...................................................................9
         3.2      Late Retirement and Pension.....................................................................9
         3.3      Early Retirement and Pension....................................................................9
         3.4      Disability Retirement and Pension...............................................................9
         3.5      Vested Terminee and Pension....................................................................12
         3.6      Termination Prior to Completion of 10 Years of Credited Service................................13
         3.7      Normal Form of Payment of Pension..............................................................13
         3.8      Optional Forms of Benefit Payment..............................................................13
                  (a)      Period-Certain and Life Option........................................................13
                  (b)      Contingent Annuitant Option...........................................................13
                  (c)      Single Life Annuity Option............................................................14
                  (d)      Social Security Level Income Option...................................................14

ARTICLE IV  DEATH BENEFITS.......................................................................................15

         4.1      Death Prior to Fifteen (15) Years of Credited Service..........................................15
         4.2      Death After Fifteen (15) Years of Credited Service.............................................15
         4.3      Death During An Authorized Absence.............................................................15
         4.4      Alternative Benefit For Participants Eligible For Early Retirement.............................15
         4.5      Death After Early, Normal, or Late Retirement..................................................15
         4.6      Death After Disability Retirement..............................................................15
         4.7      Payment of Death Benefits......................................................................15
</TABLE>


                                     -ii-
<PAGE>


                               Table of Contents
                               -----------------
                                  (continued)


<TABLE>
<CAPTION>
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ARTICLE V  PLAN FINANCING........................................................................................17

         5.1      Payment of Costs and Expenses..................................................................17

ARTICLE VI  FIDUCIARY RESPONSIBILITIES...........................................................................18

         6.1      Allocation of Responsibility Among Fiduciaries.................................................18
         6.2      Fiduciary Duties...............................................................................18
         6.3      Company Filing Responsibility..................................................................18

ARTICLE VII  COMMITTEE AND ADMINISTRATION........................................................................19

         7.1      Appointment and Term of Committee..............................................................19
         7.2      Selection of Secretary and Duties of Secretary.................................................19
         7.3      Majority Vote Required; Exceptions.............................................................19
         7.4      Payment of Expenses............................................................................19
         7.5      Limitation of Liability........................................................................19
         7.6      Right to Consult...............................................................................19
         7.7      General Duties.................................................................................19
         7.8      Application and Forms For Pension..............................................................20
         7.9      Facility of Payment............................................................................20
         7.10     Rules and Decisions............................................................................20
         7.11     Company to Furnish Information.................................................................21
         7.12     Administrator to Furnish Other Information.....................................................21
         7.13     Beneficiary Designations.......................................................................22

ARTICLE VIII  SUCCESSOR COMPANY..................................................................................22

         8.1      Successor Company..............................................................................22

ARTICLE IX  PLAN TERMINATION.....................................................................................23

         9.1      Right to Terminate.............................................................................24

ARTICLE X  TRUST.................................................................................................25


ARTICLE XI  AMENDMENTS AND ACTION BY COMPANY.....................................................................25

         11.1     Amendments.....................................................................................25
         11.2     Notices of Amendment, Modification or Revision.................................................25

ARTICLE XII  MISCELLANEOUS.......................................................................................26

         12.1     Nonguarantee of Employment.....................................................................26
         12.2     Rights Under Plan..............................................................................26
         12.3     Nonalienation of Benefits......................................................................26
         12.4     Entering Military Service......................................................................26
         12.5     Headings for Convenience Only..................................................................26
</TABLE>


                                     -iii-
<PAGE>


                               Table of Contents
                               -----------------
                                  (continued)

<TABLE>
<CAPTION>
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         12.6     Multiple Copies.................................................................................26
         12.7     Governing Law...................................................................................26

ARTICLE XIII  CHANGE IN CONTROL...................................................................................27

         13.1     Cause...........................................................................................27
         13.2     Change in Control...............................................................................27
         13.3     Termination of Employment.......................................................................28
         13.4     Amendment or Termination........................................................................28

APPENDIX.........................................................................................................A-1
</TABLE>


                                     -iv-