Page 21 Exhibit 10(iii)A(2)(d) AMENDMENT NO. 3 TO THE EXECUTIVES' DEFERRED COMPENSATION PLAN OF NATIONAL SERVICE INDUSTRIES, INC. THIS AMENDMENT made as of this _____ day of _______________, 1996, by National Service Industries, Inc. ("NSI"); W I T N E S S E T H: WHEREAS, NSI has previously established the Executives' Deferred Compensation Plan of National Service Industries, Inc. (the "Plan") for the exclusive benefit of its eligible employees and their beneficiaries; and WHEREAS, effective as of August 31, 1996, NSI will reorganize its operations into several newly-formed corporations and limited partnerships; and WHEREAS, NSI desires to amend the Plan in connection with the reorganization; and WHEREAS, pursuant to the power of amendment contained in Section 8.02 of the Plan, the Plan is hereby amended as follows: 1. Section 1.04 of the Plan is hereby amended by deleting such section in its entirety and substituting the following: "1.04 'Company' means National Service Industries, Inc. (or its successor or successors). Affiliated or related employers are permitted to adopt the Plan and shall be known as "Adopting Employers." To the extent required by certain provisions (e.g., Compensation and Continuous Service), references to the Company shall include the Adopting Employer of the Participant. Adopting Employers are listed on Appendix A." 2. Section 1.10 of the Plan is hereby amended by deleting such section in its entirety and substituting the following: "1.10'Executive or Eligible Executive' means a senior Officer of the Company or an Adopting Employer or a President of one of the Operating Divisions of an Adopting Employer. Any dispute regarding any individual's classification shall be resolved solely by the Committee in its sole discretion." Page 22 Exhibit 10(iii)A(2)(d) 3. Section 7.05 of the Plan is hereby amended by deleting such section in its entirety and substituting the following: "7.05The benefits provided by this Plan shall be unfunded. All amounts payable under this Plan to any Participant shall be paid from the general assets of the employer which principally employs the Participant (the "Obligated Employer"), and nothing contained in this Plan shall require the Obligated Employer to set aside or hold in trust any amounts or assets for the purpose of paying benefits to Participants. This Plan shall create only a contractual obligation on the part of the Obligated Employer and Participants shall have the status of general unsecured creditors of the Obligated Employer under the Plan with respect to amounts of Compensation they defer hereunder or any other obligation of the Obligated Employer to pay benefits pursuant hereto. Any funds of the Obligated Employer available to pay benefits pursuant to the Plan shall be subject to the claims of general creditors of the Obligated Employer, and may be used for any purpose by the Obligated Employer. Notwithstanding the preceding paragraph, the Obligated Employer may at any time transfer assets to a trust for purposes of paying all or any part of its obligations under this Plan. However, to the extent provided in the trust only, such transferred amounts shall remain subject to the claims of general creditors of the Obligated Employer. To the extent that assets are held in a trust when a Participant's benefits under the Plan become payable, the Committee shall direct the trustee to pay such benefits to the Participant from the assets of the trust." 4. Article VII of the Plan is hereby amended by adding the following new section 7.06: "7.06 In consideration of each Participant's performance of valuable services that inure to the financial benefit of the Company, the Company does hereby agree to perform all of the obligations and responsibilities and pay any benefits due and owing to a Participant under the Plan if the Obligated Employer (as defined in Section 7.05) designated to perform such obligations and responsibilities or pay such benefits fails or is unable to do so." Page 23 Exhibit 10(iii)A(2)(d) 5. The Plan is hereby amended by incorporating the following as Appendix A: "Appendix A Adopting Employers North Bros., Inc. National Service Industries, Inc. of Georgia NSI Enterprises, Inc. Zep Manufacturing Company NSI Services, L.P." 6. This Amendment shall be effective August 31, 1996. 7. Except as provided herein, the provisions of the Plan shall remain in full force and effect. IN WITNESS WHEREOF, NSI has caused this Amendment No. 3 to be executed by its duly authorized corporate officer and is hereby accepted the same as of the date and year first written above. ATTEST: NATIONAL SERVICE INDUSTRIES, INC. By: _____________________________ By: _________________________________