1 Page 23 Exhibit 10(iii)A(d)-(iii) AMENDMENT NO. 2 TO NATIONAL SERVICE INDUSTRIES, INC. SENIOR MANAGEMENT BENEFIT PLAN THE AMENDMENT made as of the 16th day of September, 1994, by NATIONAL SERVICE INDUSTRIES, INC., a Delaware Corporation (the "Employer"); WITNESSETH: WHEREAS, the Employer previously adopted the National Service Industries, Inc. Senior Management Benefit Plan ("Plan") for the benefit of certain management and highly compensated employees of the Employer; and WHEREAS, the Employer now desires to amend the Plan, as set forth below: 1. Paragraph 5.5 of the Plan is hereby amended by deleting the first paragraph of the present provision and substituting the following in lieu thereof: "5.5 Payment of Retirement Benefits. Benefits payable to a Participant upon such Participant's retirement from full- time employment with the Employer, pursuant to the provisions of Paragraphs 5.1, 5.2 or 5.3, hereof, shall be payable on the Retirement Benefit Commencement Date specified by Participant in such Participant's Benefit Payment Election. A Participant may, however, no later than twenty-four (24) months prior to such 2 Page 24 Exhibit 10(iii)A(d)-(iii) Participant's retirement, and with the approval of the Plan Committee, change the date on which payment of such Participant's Retirement Benefits shall commence and the method of payment of such Retirement Benefits, by executing a new Benefit Payment Election, Schedule A, provided, that (i) if a Participant satisfies the requirements of Paragraph 5.2 for Early Retirement but incurs an interest earnings rate reduction under Paragraph 5.4(b), he may make an election change up to six (6) months prior to retirement, so long as such election is made in the tax year prior to retirement, (ii) the 24-month election period shall not apply to election changes relating to death benefits, and (iii) the Plan Committee may, in its sole discretion, permit a shorter election period to allow a Participant to accelerate the time and/or manner of payment in the event of a Participant's unforseen and severe financial hardship (as described in Paragrah 7.6 and as determined by the Plan Committee). In the event a Participant fails to execute a Benefit Payment Election, such Participant's Retirement Benefits shall by payable pursuant to the method determined by the Plan Committee, in its sole discretion, commencing on the first day of the second calendar month following the date of such Participant's retirement. Such Participant's Retirement Benefit shall be payable pursuant to one of the 3 Page 25 Exhibit 10(iii)A(d)-(iii) following methods, as requested by such Participant, in such Participant's Benefit Payment Election:" 2. Paragraph 6.1(a) is hereby amended by deleting the second and third sentences of the current section and substituting the following in lieu thereof: "The amount payable for the first year hereunder shall be an amount that will fully amortize the balance in the Participant's Deferred Benefit Account, as of the Participant's Benefit Determination Date, over the fifteen (15) year period, based on assumed interest earnings using an interest rate equal to the Moody's Seasoned Corporate Bond Yield Index, as published monthly by Moody's Investor's Service, Inc., or successor thereto, or if such monthly index is no longer published, a substantially similar average as established by the Plan Committee (such interest rate being hereinafter referred to as the "Moody's Interest Rate"), as of such Benefit Determination Date. Thereafter, annually, on the Anniversary Date, the amount payable for the following year shall be adjusted to an amount that will fully amortize the remaining balance in the Participant's Deferred Benefit Account, on said date, over the remaining years in the aforesaid fifteen (15) year installment period, based on the Moody's Interest Rate as of said Anniversary Date." 4 Page 26 Exhibit 10(iii)A(d)-(iii) 3. Paragraph 6.2(a) is hereby amended by adding the following at the end of the present provision: "(with interest determined in accordance with Section 5.5(a))". 4. Paragraph 7.4 is hereby amended by deleting the reference to "Paragraph 6.2" in the last line of the present provision and substituting "Paragraph 7.3" in lieu thereof. 5. Article VII is hereby amended by adding the following new Paragraph 7.6 at the end of the present provision: "7.6 Hardship. A Participant (whether or not actively employed) who is suffering an unforeseen and severe financial hardship as a result of (i) an illness or accident of the Participant or his immediate family, (ii) loss of Participant's property due to casualty, or (iii) for such other reasons as the Plan Committee may establish, may file a written request with the Plan Committee for distribution of all or a portion of the amount credited to his Deferred Benefit Account. The Plan Committee shall have the sole discretion to determine whether to grant a Participant's hardship request and the amount to distribute to the Participant. The Plan Committee shall 5 Page 27 Exhibit 10(iii)A(d)-(iii) have authority in connection with such hardship request to accelerate the date and method of payment of the Participant's Deferred Benefit Account." 6. Paragraph 9.1 of the Plan is hereby amended by deleting the second and third sentences of the present provision and substituting the following in lieu thereof: "The Plan 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 shall be final and conclusive on all parties." 7. This Amendment No. 2 shall be effective as of the date hereof; provided that any Participant who is age 55 or older on the date hereof who makes an election change by August 31, 1994, shall have such election change recognized if it is made at least six (6) months prior to his retirement. Except as hereby modified, the Plan shall remain in full force and effect. IN WITNESS THEREOF, the Employer has caused this Amendment No. 2 to be executed as of the date first above written. NATIONAL SERVICE INDUSTRIES, INC. BY:_____________________________