Page 36
Exhibit 10(iii)A(12)(c)




                            AMENDMENT AND ADOPTION OF
                        NATIONAL SERVICE INDUSTRIES, INC.
                            BENEFITS PROTECTION TRUST

     This  Agreement  made and entered  into as of this ____ day of  __________,
1996,  by and  among  National  Service  Industries,  Inc.  (the  "Corporation),
Wachovia Bank and Trust Company (the "Trustee") and the following  affiliates of
the  Corporation  - North Bros.,  Inc.,  National  Service  Industries,  Inc. of
Georgia,  NSI Enterprises,  Inc., ZEP Manufacturing  Company,  and NSI Services,
L.P.:

                              W I T N E S S E T H:

     WHEREAS, the Corporation  previously  established a trust arrangement known
as the National Service Industries, Inc. Benefits Protection Trust (the "Trust")
in order to  ensure  that  participants  and  their  beneficiaries  receive  the
benefits  which the  Corporation  is  obligated  to provide  pursuant to various
executive compensation arrangements (collectively, the "Plans"); and

     WHEREAS,  effective as of August 31, 1996, the Corporation  will reorganize
its operations into several  newly-formed  subsidiary  corporations  and limited
partnerships  including North Bros., Inc., National Service Industries,  Inc. of
Georgia,  NSI Enterprises , Inc., ZEP Manufacturing  Company,  and NSI Services,
L.P. (collectively, referred to as the "Affiliates"); and

     WHEREAS, each Affiliate has assumed the obligation, with respect to certain
eligible employees employed by such Affiliate,  to provide benefits under one or
more of the Plans; and

     WHEREAS,  each  Affiliate  now  desires  to adopt and become a party to the
Trust on the terms contained herein; and

     WHEREAS,  the Corporation desires to amend the Trust in certain respects to
clarify  each  Affiliate's  financial  obligation  to  provide  benefits  to the
Affiliate's eligible employees under any Plan adopted by such Affiliate;

     NOW,  THEREFORE,  for and in  consideration  of the premises and the mutual
covenants contained herein, the parties hereto agree as follows:

                                       1.

     The  Corporation  authorizes  each of the  Affiliates to adopt and become a
party to the Trust in accordance with the terms and provisions thereof.

                                       2.


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                                                         Exhibit 10(iii)A(12)(c)



     Effective as of August 31, 1996,  each of the Affiliates  hereby adopts and
becomes  a party to the  Trust  and  agrees  to be bound  by all the  terms  and
provisions thereof.

                                       3.

     Section 4.2 of the Trust is hereby  amended by adding  "and any  Affiliate"
after  "Company"  wherever it appears therein and by adding the following to the
end of the section:

     "; provided, however, any Affiliate shall be required to make contributions
     hereunder only to the extent of such Affiliate's  obligation under any Plan
     it has adopted."

                                       4.

     Section  4.3 of the Trust is hereby  amended  by adding "or  Affiliate,  as
applicable"  after  "Company"  wherever  it  appears  therein  and by adding the
following to the end of the section:

     "In the event that any Affiliate fails to transfer funds following  written
     demand as  provided  herein,  the  Company  shall  assume  the  Affiliate's
     obligation to transfer such funds."

                                       5.

     Section 9.5 of the Trust is hereby  amended by adding the  following to the
end of the section:

     "To the extent any Affiliate has failed to transfer  funds  required  under
     Section  4.3,  the  Trustee  may join such  Affiliate  in any legal  action
     against the Company to compel payment."

                                       6.

     This Agreement shall be effective as of August 31, 1996. Except as provided
herein, the provisions of the Trust shall remain in full force and effect.

     IN WITNESS  WHEREOF,  the parties  hereto have executed this  Amendment and
Adoption Agreement as of the day and year first written above.

ATTEST:                                     NATIONAL SERVICE INDUSTRIES, INC.

____________________________                By: _______________________________
ATTEST:                                     NORTH BROS., INC.

____________________________                By: _______________________________



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Exhibit 10(iii)A(12)(c)



ATTEST:                                     NATIONAL SERVICE INDUSTRIES, INC. OF
                                                     GEORGIA

____________________________                By: _______________________________

ATTEST:                                     NSI ENTERPRISES, INC.

____________________________                By: _______________________________

ATTEST:                                     ZEP MANUFACTURING COMPANY

____________________________                By: _______________________________

ATTEST:                                     NSI SERVICES, L.P.

____________________________                By: _______________________________


ATTEST:                                     WACHOVIA BANK AND TRUST COMPANY,
                                                     AS TRUSTEE

____________________________                By: _______________________________