1 Page 12 Exhibit 10(iii)A SECOND AMENDMENT TO EXECUTIVES' DEFERRED COMPENSATION PLAN WHEREAS, National Service Industries, Inc. ("NSI") established the Executives' Deferred Compensation Plan ("Plan"), on August 24, 1981, to assist key employees in accumulating capital and supplementing their retirement income; and WHEREAS, the Board of Directors of NSI now desires to amend the Plan in the manner hereinafter provided; 1. Section 6.03 of the Plan is hereby amended by adding the following to the end of the present section: "A Participant retiring on or after age 55 may elect at least one (1) year prior to the date of his retirement to make the deferral election in this section with respect to all Class Year Accounts which have not yet become distributable because five (5) full Fiscal Years have not elapsed." 2. Article VI of the Plan is hereby amended by adding the following new Section 6.04: "6.04 Hardship. A Participant 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 Committee may establish, may file a written request with the Committee for distribution of all or a portion 2 Page 13 Exhibit 10(iii)A of the amount credited to his Account. The 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 Committee shall have authority in connection with such hardship request to accelerate the payment of any Class Year Accounts which have been deferred pursuant to Section 6.03." 3. Section 8.04 of the Plan is hereby amended by deleting the first sentence of the present provision and substituting the following in lieu thereof: "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 shall be final and conclusive on all parties." 4. This Amendment No. 2 to the Plan shall be effective as of September 1, 1994. Except as hereby amended, the Plan shall remain in full force and effect. IN WITNESS WHEREOF, NSI has caused this amendment to be executed by its duly authorized officers this 29th day of December, 1994. NATIONAL SERVICE INDUSTRIES, INC. ATTEST: /s/ Kenyon W. Murphy By: /s/ D. Raymond Riddle