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                                                                   EXHIBIT 10.21

                               ACUITY BRANDS, INC.
                            BENEFITS PROTECTION TRUST

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

                       Effective As Of November 30, 2001.
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                               ACUITY BRANDS, INC.

                       BENEFITS PROTECTION TRUST AGREEMENT

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

                                   WITNESSETH

         WHEREAS, effective as of June 5, 1990, National Service Industries,
Inc. ("NSI") and the Trustee established the National Service Industries, Inc.
Benefits Protection Trust ("Prior Trust") to ensure that eligible Participants
and their beneficiaries would receive the benefits that NSI and its Affiliates
were obligated to provide them pursuant to certain designated employee benefit
plans; and

         WHEREAS, in connection with the spin-off of the Company from NSI,
effective November 30, 2001 and pursuant to an Employee Benefits Agreement,
dated as of November 30, 2001, between the Company and NSI, the Prior Trust is
being transferred to, and assumed by, the Company in the form of this Benefits
Protection Trust (hereinafter referred to as this "Trust"); and

         WHEREAS, the liabilities and assets of the Prior Trust will be held in
this Trust; and

         WHEREAS, the Company desires to assume this Trust in order to ensure
that "Participants" (as hereinafter defined) and their beneficiaries will
receive the benefits which the

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Company and its Affiliates are obligated to provide for them or which they
reasonably anticipate receiving pursuant to the "Plans" (as hereinafter
defined);

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

         WHEREAS, the aforesaid obligations of the Company are not funded or
otherwise secured and the Company has agreed to take steps to assure that the
future payment of amounts under such Plans will not be improperly withheld in
the event that a "Threatened Change in Control" (as hereinafter defined) or
"Change in Control" (as hereinafter defined) of the Company should occur;

         WHEREAS, for purposes of assuring that such payments will not be
improperly withheld, the Company desires to: (a) deposit with the Trustee,
subject to the claims of the Company's existing or future general creditors,
such amounts of cash, marketable securities or other security as the Company may
determine for the payment of (i) benefits to Participants and their
beneficiaries which may become payable under the Plans and (ii) fees and
expenses of the Trustee in pursuing claims of the Participants and their
beneficiaries against the Company or any of its Affiliates for such payments
and/or in requiring the Company to deposit sufficient cash or marketable
securities in this Trust to pay benefits under the Plans; and (b) retain the
right to deposit with the Trustee, subject to the same conditions, further
amounts of cash or marketable securities for the payment of amounts under such
Plans as they may become due and payable; and

         WHEREAS, the Company maintains the Acuity Brands, Inc. Executive
Benefits Trust (the "Executive Benefits Trust") for the benefit of Participants
and their beneficiaries upon a Change in Control; and


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         WHEREAS, upon a Change in Control, the assets attributable to the Plans
held in the Benefit Account of this Trust will be transferred to the Executive
Benefits Trust to be held for the benefit of Participants and their
beneficiaries in accordance with the terms thereof.

         NOW, THEREFORE, in consideration of the respective agreements of the
Company and the Trustee contained herein, the Company agrees to assume the Prior
Trust as amended hereby and to establish the Acuity Brands, Inc. Benefits
Protection Trust:

         ARTICLE 1: Definitions.

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

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

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

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

                           (b)      The individuals who, as of December 1, 2001,
are members of the Board (the "Incumbent Board") cease for any reason to
constitute at least two-thirds of the Board; provided; however, that if the
election, or nomination for election by the Company's stockholders, of any new
director was approved by a vote of at least two-thirds of the Incumbent


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Board, such new director shall, for purposes of this Agreement, be considered as
a member of the Incumbent Board; or

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

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

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

                  1.4      "Company" shall mean Acuity Brands, Inc.,
its successors and assigns.


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

                  1.6      "Plaintiffs" shall mean the Participants and their
beneficiaries.

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

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

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

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

                           (b)      any Person other than a Related Person,


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

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

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

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

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

                           (b)      the acquisition of five percent (5%) of the
voting power of the Company's outstanding securities by the Person referred to
in Section 1.9(a)(1) if such acquisition does not constitute a Threatened Change
in Control under Section 1.9(b)(1);

                           (c)      the date when any person described in
Section 1.9(b) of this Article 1, (1) shall own less than five percent (5%) of
the voting power of the Company's outstanding securities, (2) shall have
abandoned the tender or exchange offer, or (3) shall not have elected a member
of the Board as the case may be; or

                           (d)      the date a Change in Control occurs.


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         ARTICLE 2: Creation of Trust.

                  2.1      The Company hereby adopts and assumes the Prior Trust
and agrees to continue such trust as amended by this Agreement. The Trustee
hereby agrees to continue as trustee of the Trust. The Trust shall consist of
two accounts, established by the Trustee, for purposes of accounting for funds
delivered to the Trustee by the Company. One such account shall be known as the
"Trustee Expense Account," and shall be used exclusively to pay the fees,
expenses and indemnities due or incurred by the Trustee in accordance with the
terms of this Agreement. The other such account shall be known as the "Benefit
Account," and shall be used to make payments under the Plans. The Benefit
Account shall be divided into separate sub-accounts for each Plan which is
funded by the Company in accordance with Section 4.1 of Article 4. Unless the
Company directs otherwise, separate Trustee Expense Account and Benefit Account
shall be established for each Affiliate. The Trustee, for investment purposes
only, may commingle all Trust assets and treat them as a single fund, but the
records of the Trustee at all times shall show the percentages of the Trust Fund
allocable to each of the several accounts and sub-accounts.

                  2.2      The Company and the Trustee agree that this Trust
created herein shall be revocable by the Company at any time prior to or
subsequent to a Threatened Change in Control Period and prior to a Change in
Control, but shall not be revocable by the Company or by any successor thereto
during a Threatened Change in Control Period or after the occurrence of a Change
in Control. The Trust shall become irrevocable upon the occurrence of a Change
in Control, subject to the provisions of Section 17.5. The Trust established
hereunder is intended to be a grantor trust within the meaning of Section 671 of
the Internal Revenue Code of 1986, as amended (the "Code"), and all interest and
other income earned on the investment of this Trust


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shall for such purposes be the property of, and taxable to, the Company. All
taxes on or with respect to this Trust shall be payable by the Company from its
separate funds and shall not be a charge against this Trust.

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

         ARTICLE 3: Trustee Expense Account.

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

                  3.2      Upon the occurrence of a Threatened Change in Control
or a Change in Control, the Company shall contribute to the Trustee Expense
Account sufficient cash (i) to provide for the Litigation (as defined in Section
9.3 of Article 9) expenses of all Plaintiffs as determined by the Trustee, and
(ii) to pay the expenses of operating this Trust for twelve (12) months. If the
Company fails to deposit the amount in the Trust required by this Section 3.2


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within five (5) days of the occurrence of a Threatened Change in Control or a
Change in Control, the Trustee shall commence legal action as provided in
Section 9.5.

         ARTICLE  4: Benefit Account.

                  4.1      The Trustee shall continue to hold in the Benefit
Account any amounts that were held in the Benefit Account under the Prior Trust,
such amounts to be administered and disposed of by the Trustee as provided
herein.

                  4.2      (a) At any time, the Company and any Affiliate shall
have the unlimited right to deliver cash or marketable securities reasonably
acceptable to the Trustee to be credited to the Benefit Account. Any such
delivery shall be accepted by the Trustee accompanied by a designation of the
Plan or Plans under the provisions of which such funds are to be disbursed and
if more than one Plan is being funded, the amount being allocated in respect of
each Plan. Such delivery shall be credited to a separate sub-account within the
Benefit Account for each Plan in respect of which funds are being provided. Any
amount (together with the income attributable thereto) may be withdrawn by the
Company and any Affiliate at any time prior or subsequent to a Threatened Change
in Control Period and prior to a Change in Control.

                           (b)      Immediately upon the occurrence of a
Threatened Change in Control or a Change in Control, the Company shall
contribute sufficient cash to the Benefit Account (i) to pay all payments and
benefits to which Participants would be entitled (whether payable currently or
on a deferred basis) pursuant to the terms of the Plans as of the date of the
Threatened Change in Control or Change in Control and (ii) to pay the additional
payments and benefits that would be due Participants under the Plans assuming
the Participants' employment was terminated involuntarily by the Company without
cause immediately following the date on which the Threatened Change in Control
or Change in Control occurred. The amount the


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Company shall contribute to the Trust pursuant to this subparagraph (b) shall be
determined by the Trustee in its discretion. If the Company fails to contribute
the amount to the Trust required by this subparagraph (b) within five (5) days
of the occurrence of the Threatened Change in Control or Change in Control, the
Trustee shall commence legal action as provided in Section 9.5.

                  During a Threatened Change in Control Period or after the
occurrence of a Change in Control, if the Trustee determines that the funds in
the Benefit Account are insufficient to fully pay all payments and benefits in
(b)(i) and (ii) above under the Plans, the Trustee shall make written demand on
the Company to provide funds in an amount determined by the Trustee in its
discretion. If the Company fails to contribute this additional amount to the
Trust within five (5) days of receipt of the Trustee's written demand, the
Trustee shall commence legal action as provided in Section 9.5.

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


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Trustee, over the value of all other assets of the Trust, subject, however, to
the maximum amount of the Letters of Credit.

                           (b)      The Trustee shall draw on each Letter of
Credit held by it to the full extent thereof no later than three (3) business
days following the failure by the Company to contribute to the Trust the amounts
demanded by the Trustee pursuant to Article 3 and Sections 4.1 and 4.2.

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

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

         ARTICLE 5: Payments from the Trust.

                  5.1      The Company shall, from time to time, furnish the
Trustee with such written information regarding the Participants and
beneficiaries under the Plans and the amount and/or method of determination of
benefits under the Plans (hereinafter referred to as "Participant Data") as the
Company deems relevant or as the Trustee shall request in writing. The Company
shall, after a Change in Control, furnish the Trustee with such Participant Data
and other information as the Trustee may from time to time request within thirty
(30) days of


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such request. The Company shall, from time to time, but not less
frequently than annually, update Participant Data with respect to all Plans.

         After a Change in Control and subject to Section 17.3, the Trustee
shall, without direction from the Company, to the extent funds are available in
the Benefit Account for such purpose, make payments to Participants and
beneficiaries in such manner and in such amounts as the Trustee shall determine
they are entitled to be paid under the Plans based on the most recent
Participant Data furnished to the Trustee by the Company and any supplemental
information furnished to the Trustee by a Participant or beneficiary upon which
the Trustee may reasonably rely in making such determination. The Trustee shall
have the power to interpret the provisions of the Plans and this Agreement in
making its determination.

                  5.2      After a Change in Control, in the event the Internal
Revenue Service issues a notice of deficiency to any Participant and/or
beneficiary of a Plan stating that such Participant and/or beneficiary is
subject to any tax by reason of any undistributed interest in this Trust, the
Trustee, upon presentation of (i) a copy of such determination and (ii) written
direction from the Participant and/or beneficiary, shall distribute to such
Participant and/or beneficiary a lump sum cash payment equal to the amount
included in such Participant's or beneficiary's gross income by reason of any
interest in this Trust. The Trustee shall not be liable in any way for any
payment made pursuant to any such written direction. Any benefit to which such
Participant and/or beneficiary subsequently becomes entitled shall be offset in
such manner as the Trustee shall determine in its discretion by the amount
previously distributed pursuant to the preceding provisions of this Section 5.2
determined on a present value basis pursuant to the applicable federal rate (as
defined in Section 1274(d) of the Code) as in effect from time to time.


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                  5.3      Payments to Participants and beneficiaries pursuant
to Sections 5.1 and 5.2 of this Article 5 shall be made by the Trustee to the
extent that funds in the Benefit Account for such purpose are sufficient to
allow such payments. In any month in which the Trustee determines that one or
more sub-accounts in the Benefit Account does not have sufficient funds to
provide for the payment of all amounts otherwise payable to Participants and
beneficiaries in such month under a Plan or Plans, the amount otherwise payable
to each such Participant or beneficiary under such Plan or Plans during such
month shall be multiplied by a fraction, the numerator of which is the amount of
funds then available for the payment of benefits under such Plan or Plans and
the denominator of which is the total of the benefits payable prior to such
reduction during such month to all Participants and beneficiaries under such
Plan or Plans.

         ARTICLE 6: Management of Trust Assets.

                  6.1      Prior to a Change in Control, this Trust's assets
shall be held, invested and reinvested by the Trustee in accordance with written
investment guidelines provided by the Company from time to time. Except as
mandated by law, the Trustee shall not be liable for following the investment
guidelines from the Company prior to a Change in Control if there is a loss due
to investments made in accordance with the investment guidelines provided by the
Company. The Trustee may invest in and hold securities (including stock or
rights to acquire stock) or obligations of the Company, if directed to do so in
writing by the Company. In exercising the powers of the Company under this
Section 6.1, the Company shall act by its Corporate Treasurer or his written
designees, each of whom is fully authorized to exercise such powers. The Trustee
may, and shall, follow the written guidelines signed by said Corporate Treasurer
or such designees.


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

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

                           (a)      to invest and reinvest this Trust, without
distinction between principal and income, in shares of stock (whether common or
preferred) or other evidences of ownership, bonds, debentures, notes or other
evidences of indebtedness, unsecured or secured by mortgages on real or personal
property wherever situated (including any part interest in a bond and mortgage
or note and mortgage whether insured or uninsured) and other property, or part
interest in property, real or personal, foreign or domestic, and in order to
reduce the rate of interest rate fluctuations, contracts, as either buyer or
seller, for the future delivery of United States Treasury securities and
comparable federal-government-backed securities;

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

                           (c)      to exercise, personally or by general or
limited proxy, the right to vote any shares of stock, bonds or other securities
held in this Trust, to delegate discretionary


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voting power to trustees of a voting trust for any period of time, and to
exercise, personally or by power of attorney, any other right appurtenant to any
securities or other property of this Trust;

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

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

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

                           (g)      to compromise, settle or arbitrate any
claim, debt, or obligation of or against this Trust; to enforce or abstain from
enforcing any right, claim, debt or obligation (subject to the provisions of
Section 9.3), and to abandon any property determined by it to be worthless;

                           (h)      to make loans of securities held in this
Trust to registered brokers and dealers upon such terms and conditions as are
permitted by applicable law and regulations, and in each instance to permit the
securities so lent to be registered in the name of the borrower


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or a nominee of the borrower, provided that in each instance the loan is
adequately secured and neither the borrower nor any affiliate of the borrower
has discretionary authority or control with respect to the assets of this Trust
involved in the transaction or renders investment advice with respect to those
assets; and

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

         ARTICLE 7: Administrative Powers.

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

                  7.1      To hold property of this Trust in its own name or in
the name of a nominee or nominees, without disclosure of this Trust, or in
bearer form so that it will pass by delivery, but no such holding shall relieve
the Trustee of its responsibility for the safe custody and disposition of this
Trust in accordance with the provisions of this Agreement; the Trustee's books
and records shall at all times show that such property is part of this Trust;
and the Trustee shall be absolutely liable for any loss occasioned by the acts
of its nominee or nominees with respect to securities registered in the name of
the nominee or nominees.

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

                  7.3      To employ in the management of this Trust suitable
agents, without liability for any loss occasioned by any such agents selected by
the Trustee with the care, skill,


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prudence and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims.

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

                  7.5      To draw upon any Letter of Credit provided pursuant
to Section 4.3 and to make demand upon the issuer of any Letter of Credit to pay
amounts directly to the Trust.

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

         ARTICLE 8: Insurance and Annuity Contracts.

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

                  8.2      The Trustee shall be the complete and absolute owner
of Contracts held in this Trust and, upon written direction of the Company prior
to a Change in Control, shall have power, without the consent of any other
person, to exercise any and all of the rights, options or privileges that belong
to the absolute owner of any Contract held in this Trust or that are granted


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by the terms of any such Contract or by the terms of this Agreement. Prior to a
Change in Control, the Trustee shall have no discretion with respect to the
exercise of any of the foregoing powers or the taking of any other action
permitted by any Contract held in this Trust, but shall exercise such powers or
take such action only upon the written direction of the Company and the Trustee
shall have no duty to exercise any of such powers or to take any such action
unless and until it shall have received such direction. After a Change in
Control, the Trustee shall exercise, without directions from the Company, any
and all of the rights, options or privileges that belong to the absolute owner
of any Contract held in this Trust or that are granted by the terms of any such
Contract or by the terms of this Agreement. The Trustee, upon the written
direction of the Company prior to a change in Control, shall deliver any
Contract held in this Trust to such person or persons as may be specified in the
direction,

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

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

                  8.5      No insurance company that may issue any Contract or
Contracts held in this Trust shall be deemed to be a party to this Agreement for
any purpose, or to be responsible in any way for the validity of this Agreement
or to have any liability under this Agreement other


                                       18
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than as stated in each Contract that it may issue. Any insurance company may
deal with the Trustee as sole owner of any Contract issued by it and held in
this Trust without inquiry as to the authority of the Trustee to act, and may
accept and rely upon any written notice, instruction, direction, certificate or
other communication from the Trustee believed by it to be genuine and to be
signed by an officer of the Trustee and shall incur no liability or
responsibility for so doing. Any sums paid out by any insurance company under
any of the terms of a Contract issued by it and held in this Trust either to the
Trustee, or, in accordance with the direction of the Trustee, to any other
person or persons designated as payees in such Contract shall be a full and
complete discharge of the liability to pay such sums, and the insurance company
shall have no obligation to look to the disposition of any sums so paid. No
insurance company shall be required to review the terms of this Agreement, to
question any action of the Trustee or to ensure that any action of the Trustee
is authorized by the terms of this Agreement.

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


                                       19
<PAGE>

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

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

                  9.2      (a) As soon as practicable following a Change in
Control, the Trustee shall notify in writing each Participant and beneficiary of
the amount of his or her benefit (accrued or contingent) under the Plans.
Thereafter, the Trustee shall provide each Participant and his or her
beneficiary by March 1 of each year, with an account statement (the "Account
Statement") as of December 31 of the prior calendar year. The Account Statement
shall contain a statement of the amount of benefit payments to which the
Participant is or may be entitled, a summary of the assets of the Trust, and a
statement notifying the Participant or beneficiary that he or she has the right
to receive or examine a copy of this Agreement and examine the Trustee's account
filed with the Company pursuant to Section 14.1 of Article 14 hereof. In
addition, the Trustee shall notify each Participant or beneficiary of any
failure by the Company to provide the Participant Data referred to in Section
5.1 hereof or to make contributions pursuant to Articles 3 and 4.

                           (b)      Within thirty (30) days after a Change in
Control, the Company (or upon its failure, the Trustee) shall notify in writing
all Participants and their beneficiaries who may be entitled to receive benefits
under the Plans, of the Trustee's availability to aid them in pursuing any
claims they may have against the Company under the terms of those Plans under
which they are covered. The Company (or upon its failure, the Trustee) shall
provide such notice


                                       20
<PAGE>

by (1) personal delivery or (2) certified mail return receipt requested to all
Participants and/or the beneficiaries described above to their last known
address.

                           (c)      As soon as practicable following the
commencement of "Litigation" (as hereinafter defined) on behalf of any
Plaintiff, the Trustee shall notify in writing each other Participant and
beneficiary of the commencement of the Litigation, the nature of the claim, the
judicial forum and any other information that the Trustee determines is
relevant.

                  9.3      (a)      If, after a Change in Control, a Plaintiff
notifies the Trustee that the Company (or insurance company, contract
administrator or any other party acting on the Company's behalf, if applicable)
has refused to pay a claim under any of the Plans, then, unless the Trustee
shall determine that the claim has no basis in law and fact, the Trustee:

                                    (1)      will promptly attempt to negotiate
         with the Company (or insurance company, contract administrator or any
         other party acting on the Company's behalf, if applicable) to obtain
         payment, settlement, or other disposition of the claim, subject to the
         consent of the Plaintiff;

                                    (2)      will, if negotiations fail within
         ninety (90) days to result in a payment, settlement or other
         disposition agreeable to the Plaintiff, upon the receipt of written
         authorization from the Plaintiff in substantially the form attached
         hereto as Exhibit A, institute and maintain legal proceedings
         (hereinafter referred to as the "Litigation") against the Company or
         other appropriate person or entity to recover on the claim on behalf of
         the Plaintiff; and

                                    (3)      may, subject to the consent of the
         Plaintiff, settle or discontinue the Litigation.


                                       21
<PAGE>

                           (b)      The Trustee shall direct the course of the
Litigation and shall keep the Plaintiff informed of the progress of the
Litigation as the Trustee deems appropriate, but no less frequently than
quarterly. If, during the Litigation:

                                    (1)      the Plaintiff directs in writing
         that the Litigation on behalf of the Plaintiff be settled or
         discontinued, the Trustee shall take all appropriate action to follow
         such direction, provided that the written direction specifies the terms
         and conditions of the settlement or discontinuance, and further
         provided that the Plaintiff, if requested by the Trustee, shall execute
         and deliver to the Trustee a document in a form acceptable to the
         Trustee releasing and holding harmless the Trustee from any liability
         resulting from the Trustee's following such direction;

                                    (2)      the Plaintiff refuses to consent to
         the settlement or other disposition of the Litigation on terms
         recommended in writing by the Trustee or does not agree with the
         Trustee's conduct of the Litigation, the Trustee may proceed, in its
         sole and absolute discretion, to take such action as it deems
         appropriate in the Litigation, including entering into settlement or
         discontinuance of the Litigation; provided, however that the Trustee
         shall first afford the Plaintiff at least fourteen (14) days' advance
         notice of any decision to settle or otherwise discontinue the
         Litigation; provided, further, however, that the Trustee shall not be
         authorized to proceed in the Litigation on behalf of the Plaintiff
         after (i) the Plaintiff shall have revoked in writing the authorization
         of the Trustee to proceed on his behalf (in substantially the form
         attached hereto as Exhibit B) and shall have delivered such writing to
         the Trustee and (ii) the Plaintiff shall have appointed his own
         counsel, whose fees and expenses are to be paid by the Plaintiff and
         who shall appear in the Litigation on behalf of the Plaintiff in lieu
         of counsel retained by


                                       22
<PAGE>

         the Trustee. Thereafter, the Trustee shall have no obligation to
         proceed further on behalf of such Plaintiff or to pay from the Trustee
         Expense Account any costs or expenses incurred in the Litigation after
         the date of the delivery of such writing.

                           (c)      The Trustee is empowered to retain, at the
expense of this Trust and chargeable to the Trustee Expense Account, counsel and
other appropriate experts, including actuaries and accountants, to aid it in
making any determination under this Article 9 and to pursue or settle any
Litigation. The Trustee shall have the discretion to determine the form and
nature that any Litigation against the Company, or other appropriate person or
entity, shall take, and the procedural rules and laws applicable to such
Litigation shall supersede any inconsistent provision in this Agreement.

                  9.4      After a Change in Control, the Trustee shall bill the
Company directly, on a monthly basis, for all fees and expenses described in
Section 10.2. The Trustee may commence legal action against the Company to
recover any amount not paid within thirty (30) days of the billing date. If the
Company's failure to pay causes a reduction in the assets of the Trustee Expense
Account contributed pursuant to Article 3 such that the Trustee Expense Account
is insufficient to pay for all expenses that may be incurred in connection with
the Litigation, the Trustee shall commence legal action as provided in Section
9.5.

                  9.5      Upon the occurrence of a Threatened Change in Control
or after a Change in Control, if the Company fails to transfer to, and deposit
in, the Trust the amounts required by Sections 3.2, 4.2 and 9.4, (i) within five
(5) days of the demand by the Trustee, the Trustee shall commence legal action
to compel the Company to pay such amounts to the Trust and (ii) the Company
shall be required by contribute within 10 days of commencement of such action an
additional amount to the Trust to pay for the costs and expenses, including
legal fees, of such


                                       23
<PAGE>

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

         ARTICLE 10: Taxes, Expenses and Compensation of Trustee.

                  10.1     The Company shall pay any federal, state, local or
other taxes imposed or levied with respect to the assets and/or income of this
Trust or any part thereof under existing or future laws, and the Company, in its
discretion, may contest the validity or amount of any tax, assessment, claim or
demand respecting this Trust or any part thereof. To the extent not deducted and
paid by the Company, the Trustee shall deduct and pay to the appropriate taxing
authorities any payroll taxes required to be withheld with respect to any
payments made pursuant to this Trust.

                  10.2     The Trustee shall be reimbursed by the Company on a
monthly basis, or on such other basis as the Trustee deems reasonable, for the
fees and expenses set forth in Schedule 3 attached hereto and its reasonable
expenses, including but not limited to the retention of legal counsel (including
but not limited to legal counsel and other professionals retained pursuant to
Article 11 and to legal counsel retained to represent the Trustee in any action
brought by the Company or any Participant against the Trustee), accountants and
actuaries and such other professionals as the Trustee determines are necessary
or appropriate to enable it to perform its services as Trustee.

         ARTICLE 11: General Duties of Trustee.

                  11.1     The Trustee shall discharge its duties under this
Agreement solely in the interest of the Participants and their beneficiaries and
(a) for the exclusive purpose of providing


                                       24
<PAGE>

benefits to such Participants and their beneficiaries and defraying reasonable
expenses of administering this Trust; and (b) with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person acting
in a like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims.

                  11.2     (a) Except as restricted by securities or other laws,
the Company shall notify the Trustee as soon as practical of any facts of which
its officers have knowledge which have caused the commencement or termination of
a Threatened Change in Control Period or the occurrence of a Change in Control.

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

                  11.3     The Trustee may consult with counsel, who may be
counsel for the Company prior to a Change in Control or for the Trustee in its
individual capacity, and shall not be deemed imprudent by reason of its taking
or refraining from taking any action in accordance with the opinion of counsel.

                  11.4     The Company may designate in writing, prior to a
Change in Control, counsel to be retained by the Trustee after a Change in
Control to enforce the rights of Participants and beneficiaries to benefits
under the Plans. If the designated counsel declines to provide representation,
or the Trustee is not satisfied with the quality of representation provided, the
Trustee may dismiss the designated law firm and engage another qualified law
firm for this purpose; provided, however, that the law firm so engaged may not
be the same law firm which represents the Trustee with respect to its
responsibilities as Trustee in its individual capacity under this Agreement. The
Company may not dismiss or engage such counsel or cause the Trustee to engage or
dismiss such counsel after a Change in Control.


                                       25
<PAGE>

         ARTICLE 12: Indemnification.

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

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

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

                  12.3     Nothing in this Article 12 shall require the Company
to indemnify the Trustee with respect to any Letter of Credit (as described in
Section 4.3) which the Trustee or


                                       26
<PAGE>

any affiliate may issue in its commercial capacity, nor may any assets of the
Trust be used to repay the Trustee or any affiliate for amounts the Trustee or
any affiliate may pay pursuant to any Letter of Credit.

         ARTICLE 13: No Duty to Advance Funds.

         Nothing contained in this Agreement shall require the Trustee to risk
or expend its own funds in the performance of the duties of the Trustee
hereunder. In the acceptance and performance of its duties hereunder, the
Trustee acts solely as trustee and not in its individual capacity, and all
persons, other than the Company, having any claim against the Trustee related to
this Agreement or the actions or agreements of the Trustee contemplated hereby
shall look solely to this Trust for the payment or satisfaction thereof unless
the Trustee has failed to act with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of like character and with like aims. Without limiting the foregoing,
the Trustee shall not be liable in its individual capacity for the payment of
the fees and expenses of counsel and other professionals retained by the Trustee
in accordance with Articles 9, 10 and 11 hereof. The provisions of this Article
13 shall not limit in any way the obligations and responsibilities of the
Trustee or any affiliate pursuant to a Letter of Credit (as described in Section
4.3) and the rights of the Trustee to draw upon any Letter of Credit issued by
the Trustee or any affiliate shall be as provided in such Letter of Credit.

         ARTICLE 14: Accounts.

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


                                       27
<PAGE>

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

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

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

                  14.2     The Trustee shall determine the fair market value of
this Trust on a quarterly basis.

                  14.3     Nothing contained in this Agreement or in the Plans
shall deprive the Trustee of the right to have a judicial


                                       28
<PAGE>

settlement of its accounts. In any proceeding for a judicial settlement of the
Trustee's accounts or for instructions in connection with this Trust, the only
other necessary party thereto in addition to the Trustee shall be the Company.
If the Trustee so elects, it may bring in as a party or parties defendant any
other person or persons. No person interested in this Trust, other than the
Company or at least twenty-five percent (25%) of the Participants and
beneficiaries, shall have a right to compel an accounting, judicial or
otherwise, by the Trustee, and each such person shall be bound by all
accountings by the Trustee to the Company, as herein provided, as if the account
had been settled by decree of a court of competent jurisdiction in an action or
proceeding to which such person was a party.

         ARTICLE 15: Administration of the Plans; Communications.

                  15.1     The Company shall administer the Plans as provided
therein and subject to Section 6.3, Article 5 and of Article 9 hereof, or
subject to any other delegation by the Company and assumption by the Trustee of
the duties of administering the Plans, the Trustee shall not be responsible in
any respect for administering the Plans nor shall the Trustee be responsible for
the adequacy of this Trust to meet and discharge all payments and liabilities
under the Plans. The Trustee shall be fully protected in relying upon any
written notice, instruction, direction or other communication consistent with
the terms of this Agreement signed by an officer of the Company designated
pursuant to this Agreement. The Company, from time to time, shall furnish the
Trustee with the names and specimen signatures of the designated officers of the
Company and shall promptly notify the Trustee of the termination of office of
any designated officer of the Company and the appointment of a successor
thereto. Until notified to the contrary, the Trustee shall be fully protected in
relying upon the most recent list of the designated officers of the Company
furnished to it by the Company.


                                       29
<PAGE>

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

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

                  15.4     Until written notice is given to the contrary,
communications to the Trustee shall be sent to such individual at such address
as may be designated in writing by the Trustee; communications to the Company
shall be sent to it at its office at 1420 Peachtree Street, N.E., Atlanta,
Georgia, Attention: Ken Murphy, facsimile 404-853-1015, with a copy to William
J. Vesely, Jr., Kilpatrick Stockton LLP, facsimile 404-815-6555 (or to such
other individuals or addresses as may be designated by the Company).


                                       30
<PAGE>

         ARTICLE 16: Resignation or Removal of Trustee.

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

                  16.2     During a Threatened Change in Control Period or after
the occurrence of a Change in Control, the Trustee may resign only under one of
the following circumstances:

                           (a)      A final decision of a court of competent
jurisdiction removing the Trustee by reason of such court's determination of the
existence of a conflict of interest which prevents the Trustee from properly
performing its duties hereunder. The Trustee agrees to use its best efforts to
avoid any such conflict. For the purpose of this Agreement, the decision of a
court shall not be deemed to be final unless the decision is not appealable, or
no appeal has been taken from the decision and the time for an appeal has
expired. Notwithstanding the foregoing provisions of this subsection (a), such
resignation shall not be effective unless the Trustee has obtained the agreement
of a bank to act as successor trustee which bank (1) is among the 100 largest
banks in the United States, as measured by assets, and (2) served or then
currently serves as the trustee for similar trusts and understands its
obligations under such similar trusts. In any event, the Trustee shall continue
to be custodian of this Trust until the new trustee is in place,


                                       31
<PAGE>

and the Trustee shall be entitled to expenses and fees through the later of the
effective date of its resignation as Trustee or the end of its custodianship of
this Trust's assets.

                           (b)      The Trustee has exhausted all of its legal
remedies and has been unsuccessful in such litigation to require the Company to
remit to the Trustee such amounts as are billed pursuant to Section 9.4 and the
assets of the Trust have been exhausted. In such event, the Trustee shall have
the right to resign immediately as Trustee, and immediately upon such
resignation shall have no further duties hereunder. The Trustee will have no
duty to find or secure the appointment of a successor upon its resignation
pursuant to this subsection, nor shall its resignation or the termination of any
further duties be contingent upon the appointment and qualification of a
successor. In any event, the Trustee shall continue to be custodian of this
Trust until the new trustee is in place, and the Trustee shall be entitled to
expenses and fees through the later of the effective date of its resignation as
Trustee or the end of its custodianship of this Trust's assets.

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

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

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

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

                  16.4     Each successor trustee shall have the powers and
duties conferred upon the Trustee in this Agreement, and the term "Trustee" as
used in this Agreement shall be deemed


                                       32
<PAGE>

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

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

         ARTICLE 17: Amendment of Agreement; Termination of Trust.

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


                                       33
<PAGE>

Company also shall deliver to the Trustee a copy of any modifications or
amendments to the Plans. The Trustee's consent shall not be required for the
termination of this Trust pursuant to this Section 17.1, its removal as Trustee,
the amendment of any of the Plans, or the increase in the number of
Participants.

                  17.2     Notwithstanding anything contained herein to the
contrary, other than as provided in Section 17.3 and Section 17.5, the
provisions of this Agreement and this Trust created thereby shall not be amended
or terminated by the Company or the Trustee during a Threatened Change in
Control Period or after the occurrence of a Change in Control.

                  17.3     Notwithstanding anything contained in this Agreement
to the contrary, upon a Change in Control the Benefit Account and the assets of
this Trust and income attributable thereto, including all rights under any
Letters of Credit, with respect to all Participants and their beneficiaries and
the Plans (the "Transferred Plans") shall be transferred (the "Transfer") and
delivered to the trustee of the Executive Benefit Trust (which is not a grantor
trust within the meaning of Section 671 of the Code and which is irrevocable)
and upon the Transfer the Trustee shall have no responsibility under this
Agreement for payments to be made to Participants and their beneficiaries with
respect to the Transferred Plans.

                  17.4     In the event the Company terminates this Trust other
than during a Threatened Change in Control Period or after the occurrence of a
Change in Control, the Trustee shall reserve such sums it deems necessary to pay
its fees and expenses, and shall distribute all remaining assets of this Trust
in accordance with the written directions of the Company, and the Trustee shall
provide the Company with a final written accounting to the Company in accordance
with Article 14 hereof.


                                       34
<PAGE>

                  17.5     After the occurrence of a Change in Control, this
Trust shall be terminated only upon the first to occur of (a) the transfer of
the Benefit Account and the assets of this Trust to the Executive Benefit Trust,
the resolution of all Litigation to the satisfaction of the Plaintiff and his or
her beneficiaries and Trustee and the payments of all amounts due to the Trustee
and all costs and expenses chargeable to this Trust, or (b) the twenty-first
anniversary of the death of the last survivor of the Participants or their
beneficiaries who are in being on the date of this Agreement. Upon termination
of this Trust, the Trustee shall have a right to have its account settled as
provided in Article 14 hereof. Promptly upon termination of this Trust, and
after payment of all fees, expenses and indemnities due to or incurred by the
Trustee hereunder, any remaining portion of this Trust shall be paid to the
Company.

         ARTICLE 18: Prohibition of Diversion.

                  18.1     Except as provided in Sections 4.2, 17.4 and 18.2 of
this Article 18, at no time prior to the satisfaction of all liabilities with
respect to Participants and their beneficiaries under this Trust shall any part
of the corpus and/or income of this Trust be used for, or diverted to, purposes
other than for the exclusive benefit of such Participants and their
beneficiaries, and the assets of this Trust shall never inure to the benefit of
the Company and shall be held for the exclusive purposes of providing benefits
to Participants in the Plans and their beneficiaries and defraying reasonable
expenses of administering the Plans or performing any of the Trustee's duties
under this Agreement.

                  18.2     Notwithstanding any provision of this Agreement to
the contrary, the assets of this Trust shall be subject to, and available for
satisfaction of, claims of the general creditors of the Company and its
Affiliates in the event of the insolvency of the Company or its Affiliates or
commencement of a case under the Bankruptcy Code against the Company or an


                                       35
<PAGE>

Affiliate as provided for herein. The Board and the chief executive officer of
the Company or any Affiliate shall notify the Trustee in writing in the event of
(i) the insolvency of the Company or any Affiliate or (ii) the beginning of
proceedings under the Bankruptcy Code of 1978, as amended from time to time (the
"Bankruptcy Code"), by any person in respect of the Company or any Affiliate.
Upon receipt of such notice or any other written allegation, or if the Trustee
has actual knowledge of the insolvency of, or of the commencement of a case
under the Bankruptcy Code in respect of, the Company or any Affiliate, the
Trustee shall suspend all payments of benefits from the Trust with respect to
Participants and beneficiaries and shall hold the assets of the Trust for the
benefit of the general creditors of the Company or its Affiliates. In the case
where the Trustee receives such notice or written allegation, or has actual
knowledge, of the insolvency of the Company or any Affiliate, the Trustee shall
in its discretion make an independent determination or promptly seek a judicial
determination regarding the insolvency of the Company or any Affiliate. In the
case where the Trustee receives such notice or written allegation, or has actual
knowledge, that a case under the Bankruptcy Code has been initiated, the Trustee
shall dispose of the Trust in accordance with the decision of a court of
competent jurisdiction. The Trustee shall resume payments under the terms of the
Agreement only after determining that the Company or any Affiliate is not
insolvent (or is no longer insolvent, if the Trustee initially determined the
Company or any Affiliate to be insolvent) or upon receiving a judicial decision
from a court of competent jurisdiction to that effect. The Board and the chief
executive officer shall have the duty to inform the Trustee of the
discontinuance of the insolvency of the Company or any Affiliate. For purposes
of this Agreement, the Company or any Affiliate shall be considered insolvent if
its respective assets are insufficient to meet current financial obligations as
they come due. Provided that there are sufficient assets, if the Trustee


                                       36
<PAGE>

discontinues the payment of benefits from the Trust and subsequently resumes
such payments, the first payment following such discontinuance shall include the
aggregate amount of all payments due Participants or their beneficiaries under
the terms of the Plan(s) for the period of such discontinuance, less the
aggregate amount of any payments made to Participants or their beneficiaries by
the Company (or an Affiliate) in lieu of payments provided for hereunder during
any such period of discontinuance.

         ARTICLE 19: Prohibition of Assignment of Interest.

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

         ARTICLE 20: Miscellaneous.

                  20.1     This Agreement shall be interpreted, construed and
enforced, and this Trust hereby created shall be administered, in accordance
with the laws of the United States and of the State of Georgia without regard to
the conflicts of laws principles thereof. Nothing in this Agreement shall be
construed to subject this Trust created hereunder to the Employee Retirement
Income Security Act of 1974, as amended.

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


                                       37
<PAGE>

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

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

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

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

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

                            [Execution Page Follows]


                                       38
<PAGE>

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

                                       ACUITY BRANDS, INC.



                                       By /s/  James S. Balloun
                                         -------------------------------

ATTEST:



  /s/  Helen D. Haines
-------------------------------
         Secretary

                                       WACHOVIA BANK, N.A.



                                       By
                                         -------------------------------

ATTEST:



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

         The undersigned, National Service Industries, Inc., hereby consents to
the transfer and assumption of the Prior Trust by Acuity Brands, Inc., as of
this 28th day of November, 2001.

                                       NATIONAL SERVICE INDUSTRIES, INC.



                                       By  /s/  Brock A. Hattox
                                         -------------------------------


                                       39
<PAGE>

                                   Schedule 1

                                    THE PLANS

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

         1.       Executives' Deferred Compensation Plan

         2.       Supplemental Retirement Plan for Executives

         3.       Senior Management Benefit Plan

         4.       Supplemental Deferred Savings Plan

         5.       Long Term Incentive Plan

         6.       Severance Protection Agreements with:

                           (i)      Balloun
                           (ii)     Murphy
                           (iii)    Parham
                           (iv)     Heagle
                           (v)      Searle
                           (vi)     Honeycutt
                           (vii)    Morgan
<PAGE>

                                   Schedule 2

                            PARTICIPATING AFFILIATES

                           Acuity Lighting Group, Inc.

                      Acuity Specialty Products Group, Inc.
<PAGE>

                                   Schedule 3

                                  Fee Schedule
<PAGE>

                                    EXHIBIT A

                    Authorization Pursuant to Article 9.3 of
                               Acuity Brands, Inc.
                            Benefits Protection Trust

TO:      WACHOVIA BANK, N.A.

         This is to authorize the Wachovia Bank, N.A., as Trustee of Acuity
Brands, Inc. Benefits Protection Trust (the "Trust") to institute and maintain
legal proceedings against the Company (as defined in this Trust) or other
appropriate person or entity to assert the following claim(s) on my behalf:
(nature of claim]. The Trustee shall have the powers and be subject to the
procedures set forth in Article 9 of this Trust (a copy of which I have already
received and reviewed).

         Any proceedings by the Trustee under this authorization may be
initiated in my name as a plaintiff (or as a member of a class) or in the name
of the Trustee, or both, as the Trustee determines is necessary or appropriate
at the time proceedings are commenced.



                                         -------------------------------
                                         Participant or Beneficiary
<PAGE>

                                    EXHIBIT B

                        Revocation of Authorization Under
                       Article 9.3 of Acuity Brands, Inc.
                            Benefits Protection Trust


TO:      WACHOVIA BANK, N.A.

         This is to notify you that I revoke any prior authorization I have
given to you as Trustee of Acuity Brands, Inc. Benefits Protection Trust (the
"Trust") to maintain legal proceedings against the Company as defined in this
Trust), or otherwise to assert the following claims(s) on my behalf: (nature of
claim(s)].

         I understand that this Revocation of Authorization is conditioned upon,
and shall not be effective until, the appointment by me of my own counsel and
the appearance of that counsel in any legal proceeding on my behalf in lieu of
counsel retained by the Trustee. I understand further that, upon the occurrence
of these conditions, the Trustee shall have no obligation to proceed further on
my behalf, or to pay any costs or expenses incurred after the delivery of this
Revocation of Authorization.



                                         -------------------------------
                                         Participant or Beneficiary