S-8

                                                                                    Registration No. 33-______

                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549
                                              ----------------------

                                                     FORM S-8
                                              REGISTRATION STATEMENT
                                                       UNDER
                                            THE SECURITIES ACT OF 1933
                                            --------------------------

                                         NATIONAL SERVICE INDUSTRIES, INC.
                                         --------------------------------
                              (Exact name of Registrant as specified in its charter)

      DELAWARE                                                                          58-0364900
      --------                                                                          ----------
(State or other jurisdiction of                                                        (IRS Employer
incorporation or organization)                                                          Identification No.)


                                1420 Peachtree Street, N.E., Atlanta, Georgia 30309
                                ---------------------------------------------------
                                (Address of Principal Executive Offices) (Zip Code)


    HOLOPHANE DIVISION OF LITHONIA LIGHTING GROUP RETIREMENT AND 401(k) PLAN FOR HOURLY EMPLOYEES COVERED BY A
                                          COLLECTIVE BARGAINING AGREEMENT
                                             (Full title of the Plan)


                                                 Kenyon W. Murphy
                                         National Service Industries, Inc.
                                                    NSI Center
                                            1420 Peachtree Street, N.E.
                                              Atlanta, Georgia 30309
                                              ----------------------
                                      (Name and address of agent for service)

                    Telephone number, including area code, of agent for service: (404) 853-1440
                                                                                 --------------


                                           CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------

 Title of securities to be      Amount to be        Proposed maximum       Proposed maximum           Amount of
         registered            registered (1)      offering price per     aggregate offering      registration fee
                                                       share (2)               price (2)
- ----------------------------- ------------------ ----------------------- ---------------------- ----------------------

National Service
Industries, Inc. Common
Stock, $1.00 par value and              100,000               $22.895              $2,289,500               $572.38
Preferred Stock Purchase
Rights (3)

                                            (4)                     (5)                    (5)                    (5)
Participation in the
Holophane Division of
Lithonia Lighting Group
Retirement and 401(k) Plan
for Hourly Employees
Covered by a Collective
Bargaining Agreement

Page 2

(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers any
         additional shares that may hereafter be issued as a result of the adjustment provisions of the Holophane
         Division of Lithonia Lighting Group Retirement and 401(k) Plan for Hourly Employees Covered by a
         Collective Bargaining Agreement.

(2)      Estimated solely for purposes of calculating the registration fee.  Determined in accordance with Rule
         457(c) and Rule 457(h) under the Securities Act of 1933, based on the average of the high and low prices
         reported on the New York Stock Exchange on March 16, 2001.

(3)      The Preferred Stock Purchase Rights initially trade with the Common Stock.

(4)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also
         covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan
         described herein.

(5)      Not applicable.

                            PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                            -----------------------------------------------------------

Item 3. Incorporation of Certain Documents by Reference.
- -------------------------------------------------------

         The following documents filed by the registrant with the Commission are incorporated herein by reference:

(a)      the registrant's annual report on Form 10-K filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended, for its fiscal year ended August 31, 2000;

(b)      the Proxy Statement dated November 6, 2000 filed by the registrant pursuant to Section 14(a) of the
Securities Exchange Act of 1934 for the Annual Meeting of Stockholders held December 21, 2000, and all other
reports filed by the registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since
August 31, 2000; and

(c)      the description of the class of securities to be offered hereby which is contained in any registration
statements filed under Section 12 of the Securities Exchange Act of 1934, including any amendments or reports
filed for the purpose of updating such description.

         All other documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 after the date of filing of this Registration Statement and prior to the filing
of a post-effective amendment which indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.
- ---------------------------------

         Omitted; inapplicable.

Item 5. Interests of Named Experts and Counsel.
- ----------------------------------------------

         Omitted; inapplicable.

Item 6. Indemnification of Directors and Officers.
- -------------------------------------------------

         Section 145 of the Delaware General Corporation Law ("Section 145") generally provides that a director
or officer of a corporation:  (i) shall be indemnified by the corporation for expenses in defense of any action
or proceeding in connection with his service to the corporation, if he is successful in defense of the claims

Page 3

made against him; (ii) may, in actions other than "derivative" and similar actions, be indemnified for expenses,
judgments and settlements even if he is not successful on the merits, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the corporation (and in a criminal
proceeding, if he had no reasonable cause to believe his conduct was unlawful); and (iii) may be indemnified by
the corporation for expenses (but not judgments or settlements) incurred to defend or settle any action by the
corporation or a derivative action (such as a suit by a shareholder alleging a breach by the director or officer
of a duty owed to the corporation), even if he is not successful, provided that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of the corporation, provided that no
indemnification is permitted without court approval if the individual was found to be liable to the corporation.
Before the permissive indemnification described in clauses (ii) and (iii) above may be made pursuant to Section
145, either (i) a majority of disinterested directors, (ii) a committee of one or more disinterested directors
designated by a majority of disinterested directors, (iii) the stockholders, or (iv) under certain circumstances,
independent legal counsel in a written opinion, must determine that indemnification is appropriate in the
circumstances because the applicable standards of conduct have been met.

         Delaware law permits the advancement of expenses incurred by a proposed indemnitee by the corporation in
advance of final disposition of the action provided the indemnitee undertakes to repay such advanced expenses if
it is ultimately determined that he is not entitled to indemnification.  The corporation may purchase insurance
on behalf of an indemnitee against any liability asserted against him in his designated capacity, whether or not
the corporation itself would be empowered to indemnify him against such liability.

         Delaware law also provides that the above rights will not be deemed exclusive of other rights of
indemnification or advancement of expenses granted by by-law, agreement, vote of stockholders or disinterested
directors or otherwise, as to action in an indemnitee's official capacity and as to action in another capacity
while holding such office.  The registrant's Certificate of Incorporation and By-laws provide such additional
rights.

         Article Fifteenth of the registrant's Certificate of Incorporation, which provides contractual
indemnification rights, was initially approved by the registrant's stockholders in 1987.  It provides for
mandatory indemnification of directors and officers to the full extent now authorized by the Delaware General
Corporation Law (as described above) or to the further extent indemnification under the Delaware General
Corporation Law is broadened in the future.  Article Fifteenth also mandates advancement of expenses incurred by
a proposed indemnitee, provided that, as long as Delaware law so requires, an undertaking to repay (as described
above) is delivered to the registrant.

         Article Fifteenth permits persons indemnified thereunder to bring suit against the registrant to recover
unpaid amounts claimed thereunder, with the expense of bringing a successful suit to be paid by the registrant.
Article Fifteenth also provides that rights conferred therein are nonexclusive and that the registrant may
maintain insurance to protect a director or officer against any expense, liability, or loss, whether or not the
registrant had the power under the Delaware General Corporation Law to indemnify such person against that
expense, liability, or loss.

         Section 7.8 of the registrant's By-laws provides rights to indemnification with respect to conduct on or
before January 5, 1987, when Article Fifteenth was initially adopted.  Section 7.8 provides indemnification
rights which are similar to, but somewhat narrower than, the rights extended by Article Fifteenth.

         The registrant's directors and officers are insured against losses arising from any claim against them
in such capacities for wrongful acts or omissions, subject to certain limitations.

Page 4

Item 7. Exemption from Registration Claims.
- ------------------------------------------

         Omitted; inapplicable.

Item 8. Exhibits.1
- ----------------

         4(i)     Relevant portions of the Restated Certificate of Incorporation of registrant, filed as Exhibit
3(a) of registrant's Form 10-Q for the quarter ended November 30, 1998 are incorporated herein by reference.

         4(ii)    Relevant portions of the By-Laws of registrant, filed as Exhibit 3(c) to registrant's Annual
Report on Form 10-K for the year ended August 31, 2000, are incorporated herein by reference.

         4(iii)   Holophane Division of Lithonia Lighting Group Retirement and 401(k) Plan for Hourly Employees
Covered by a Collective Bargaining Agreement.

         23       Consent of Arthur Andersen LLP

         24       Powers of Attorney authorizing Kenyon Murphy and Brock Hattox to sign this Registration
Statement and amendments to this Registration Statement on behalf of directors of the registrant.

         Neither an opinion of counsel concerning compliance of the plan with ERISA nor an Internal Revenue
Service (the "Service") determination letter is submitted as an exhibit to the Registration Statement.  In lieu
thereof, the Registrant undertakes to submit the Plan and any amendments thereto to the Service in order to
secure a determination letter in a timely manner and will make all changes required by the Service in order to
qualify the Plan and obtain such letter.

- --------
1 Exhibits are numbered in accordance with Item 601 of Regulation S-K.

         Item 9. Undertakings.
         --------------------

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:

                           (i)      To include any prospectus required by section 10(a)(3) of the
         Securities Act of 1933;

                           (ii)     To reflect in the prospectus any facts or events arising after the effective
         date of the registration statement (or the most recent post-effective amendment thereof) which,
         individually or in the aggregate, represent a fundamental change in the information set forth in the
         registration statement; and

                           (iii)    To include any material information with respect to the plan of distribution
         not previously disclosed in the registration statement or any material change in such information in the
         registration statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply if the information required to be
- --------  -------
included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

Page 5

                  (2)      That, for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.

                  (3)      To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described
under Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

                                                    SIGNATURES
                                                    ----------


         Pursuant to the requirements of the Securities Act of 1933, the registrant, National Service Industries,
Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on the 19th day of March, 2001.


                                                     NATIONAL SERVICE INDUSTRIES, INC.



                                                     By:   /s/ Kenyon W. Murphy
                                                          ---------------------------------------------------------
                                                           Kenyon W. Murphy
                                                           Senior Vice President and General Counsel


         Pursuant to the  requirements of the Securities Act of 1933, this  Registration  Statement has been signed
below by the following persons in the capacities and on the dates indicated:

SIGNATURES                                           TITLE                                     DATE
- ----------                                           -----                                     ----



/s/ James S. Balloun                                 Chairman of the Board, President          March 19, 2001
- --------------------------------------------
James S. Balloun                                     and Chief Executive Officer

Page 6


/s/ Brock Hattox                                     Executive Vice President and Chief        March 19, 2001
- --------------------------------------------
Brock Hattox                                         Financial Officer





/s/ Robert R. Burchfield                             Vice President and Controller             March 19, 2001
- --------------------------------------------
Robert R. Burchfield


/s/ L. M. Baker, Jr.                        *        Director                                  March 19, 2001
- --------------------------------------------
L.M. Baker, Jr.


/s/ Peter C. Browning                       *        Director                                  March 19, 2001
- --------------------------------------------
Peter C. Browning


/s/ Thomas C. Gallagher                     *        Director                                  March 19, 2001
- --------------------------------------------
Thomas C. Gallagher


/s/ David Levy                              *        Director                                  March 19, 2001
- --------------------------------------------
David Levy


/s/ Sam Nunn                                *        Director                                  March 19, 2001
- --------------------------------------------
Sam Nunn


/s/ Roy Richards, Jr.                       *        Director                                  March 19, 2001
- --------------------------------------------
Roy Richards, Jr.


/s/ Ray M.  Robinson                        *        Director                                  March 19, 2001
- --------------------------------------------
Ray M. Robinson


/s/ Kathy Brittain White                    *        Director                                  March 19, 2001
- --------------------------------------------
Kathy Brittain White


/s/ Barrie A. Wigmore                       *        Director                                  March 19, 2001
- --------------------------------------------
Barrie A. Wigmore


/s/ Neil Williams                           *        Director                                  March 19, 2001
- --------------------------------------------
Neil Williams


*By:  /s/ Kenyon W. Murphy
      --------------------------------------
          Kenyon W. Murphy, Attorney-in-Fact


                                        (Signatures continued on next page)





Page 7


         Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who
administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia on March 19, 2001.

                                                     HOLOPHANE DIVISION OF LITHONIA LIGHTING GROUP RETIREMENT AND
                                                     401(K) PLAN FOR HOURLY EMPLOYEES COVERED BY A COLLECTIVE
                                                     BARGAINING AGREEMENT

                                                     By:  National Service Industries, Inc., Plan
                                                             Administrator



                                                     By:  /s/ James S. Balloun
                                                          ---------------------------------------------------------
                                                              James S. Balloun
                                                              Chairman of the Board, President
                                                              and Chief Executive Officer





Page 8

                                                 INDEX TO EXHIBITS
                                                 -----------------


                                                     Description                                        Page No.
                                                     -----------                                        --------
Exhibit 4(i)         Relevant portions of the Restated Certificate of Incorporation of              Incorporated by
                     registrant, filed as Exhibit 3(a) of Registrant's Form 10-Q for the quarter       reference
                     ended November 30, 1998.

Exhibit 4(ii)        Relevant portions of the By-Laws of registrant, filed as Exhibit 3(c) to       Incorporated by
                     registrant's Annual Report on Form 10-K for the year ended August 31, 2000.       reference

Exhibit 4(iii)       Holophane Division of Lithonia Lighting Group Retirement and 401(k) Plan
                     for Hourly Employees Covered by a Collective Bargaining Agreement

Exhibit 23           Consent of Arthur Andersen LLP

Exhibit 24           Powers of Attorney authorizing Kenyon Murphy and Brock Hattox to sign this
                     Registration Statement and amendments to this Registration Statement on
                     behalf of directors of the Registrant.

EX-4

Exhibit 4(iii)

                                                 Table of Contents
                                                 -----------------

                                                                                                               Page
                                                                                                               ----



ARTICLE I  DEFINITIONS AND CONSTRUCTION...........................................................................2

         1.1      Account.........................................................................................2
         1.2      Affiliated Employer.............................................................................2
         1.3      Annual Compensation.............................................................................2
         1.4      Authorized Leave of Absence.....................................................................2
         1.5      Basic Contribution Account......................................................................3
         1.6      Basic Contribution..............................................................................3
         1.7      Beneficiary.....................................................................................3
         1.8      Board...........................................................................................3
         1.9      Break in Service................................................................................3
         1.10     Code............................................................................................3
         1.11     Collective Bargaining Unit......................................................................3
         1.12     Corporation or NSI..............................................................................3
         1.13     Early Retirement Date...........................................................................3
         1.14     Effective Date..................................................................................3
         1.15     Elective Deferral...............................................................................3
         1.16     Eligible Employee...............................................................................3
         1.17     Employee........................................................................................4
         1.18     Employer........................................................................................4
         1.19     Employer Contribution Accounts..................................................................4
         1.20     Employment......................................................................................4
         1.21     Entry Date......................................................................................4
         1.22     Excess Aggregate Contributions..................................................................4
         1.23     Excess Contributions............................................................................4
         1.24     ERISA...........................................................................................5
         1.25     Fiduciaries.....................................................................................5
         1.26     Forfeiture......................................................................................5
         1.27     Highly Compensated Employee.....................................................................5
         1.28     Hour of Service.................................................................................5
         1.29     Investment Committee............................................................................6
         1.30     Investment Fund.................................................................................6
         1.31     Limitation Year.................................................................................6
         1.32     Lithonia Lighting Group.........................................................................6
         1.33     Matching Contribution Account...................................................................6
         1.34     Matching Contribution...........................................................................7
         1.35     Normal Retirement Date..........................................................................7
         1.36     NSI Stock Fund..................................................................................7
         1.37     NSI Common Stock................................................................................7
         1.38     Participant.....................................................................................7
         1.39     Plan............................................................................................7
         1.40     Plan Administrator..............................................................................7
         1.41     Plan Year.......................................................................................7

                                                                i

         1.42     Pre-tax Account.................................................................................7
         1.43     Prior Plan......................................................................................7
         1.44     Rollover Account................................................................................7
         1.45     Service.........................................................................................7
         1.46     Special Distribution Restrictions...............................................................8
         1.47     Total Deferrals.................................................................................8
         1.48     Total and Permanent Disability..................................................................8
         1.49     Trust (or Trust Fund)...........................................................................9
         1.50     Trust Agreement.................................................................................9
         1.51     Trustee.........................................................................................9
         1.52     Valuation Date..................................................................................9
         1.53     Vested..........................................................................................9
         1.54     Year of Service.................................................................................9

ARTICLE II  ELIGIBILITY, PARTICIPATION AND SERVICE................................................................9

         2.1      Eligibility.....................................................................................9
         2.2      Participation...................................................................................9
         2.3      Enrollment for Election........................................................................10
         2.4      Maternity or Paternity Leave...................................................................10
         2.5      Military Service...............................................................................10
         2.6      Transfers of Employment Among Employers........................................................10

ARTICLE III  ELECTIVE DEFERRALS AND CONTRIBUTIONS................................................................11

         3.1      Elective Deferrals.............................................................................11
         3.2      Limitation of Total Deferrals; Return of Contributions.........................................13
         3.3      Limitation on Elective Deferrals...............................................................13
         3.4      Matching Contributions.........................................................................16
         3.5      Limitation on Matching Contributions...........................................................16
         3.6      Basic Contributions............................................................................18
         3.7      Fund for Exclusive Benefit of Participants.....................................................19
         3.8      Contributions on Account of Veteran's Reemployment Rights......................................19
         3.9      Rollover Contributions.........................................................................20

ARTICLE IV  INTEREST OF PARTICIPANTS.............................................................................20

         4.1      Accounts of Participants.......................................................................20
         4.2      Investment of Participant Accounts.............................................................20
         4.3      Allocation of Income, Expense, Fluctuations in Asset Value, Etc................................20
         4.4      Allocation of Basic Contributions..............................................................21
         4.5      Maximum Allocations............................................................................21
         4.6      Excess Allocations.............................................................................21
         4.7      Disposition of Forfeitures and Amounts Subject to Buy-Back Option..............................22

                                                               ii

ARTICLE V  DISTRIBUTIONS TO PARTICIPANTS.........................................................................23

         5.1      Normal Retirement or Early Retirement..........................................................23
         5.2      Postponed Retirement...........................................................................23
         5.3      Death Benefits.................................................................................23
         5.4      Disability.....................................................................................24
         5.5      Termination of Employment......................................................................24
         5.6      Payment of Benefits............................................................................25
         5.7      Errors in Participant's Accounts...............................................................26
         5.8      Commencement of Payments and Period of Distribution............................................26
         5.9      Payment of Benefits of Disabled or Incapacitated Person........................................27
         5.10     Hardship Withdrawals...........................................................................27
         5.11     Loans to Participants..........................................................................29
         5.12     Direct Transfer of Eligible Rollover Distributions.............................................30
         5.13     Withdrawals From Participant's Rollover Contribution Account...................................32
         5.14     Withdrawals After Age 59-1/2...................................................................32
         5.15     Qualified Domestic Relations Orders............................................................32
         5.16     No Other Benefit or Withdrawals................................................................32

ARTICLE VI  DESIGNATION OF A BENEFICIARY.........................................................................32


ARTICLE VII  ADMINISTRATION......................................................................................33

         7.1      Allocation of Responsibility Among Fiduciaries for Plan and Trust Administration...............33
         7.2      Administration.................................................................................34
         7.3      Claims Procedure...............................................................................34
         7.4      Records and Reports............................................................................35
         7.5      Other Administrative Powers and Duties.........................................................35
         7.6      Authorization of Benefit Distributions.........................................................35
         7.7      Application and Forms for Distributions........................................................35
         7.8      Notices to Trustee.............................................................................36
         7.9      Indemnification of the Plan Administrator......................................................36
         7.10     Expenses of Plan...............................................................................36

ARTICLE VIII  INVESTMENT OF CONTRIBUTIONS........................................................................36

         8.1      Trust..........................................................................................36
         8.2      Participant Directed Investments...............................................................36
         8.3      Voting Rights..................................................................................37
         8.4      Tender or Exchange Offer for NSI Common Stock..................................................38

                                                              iii

ARTICLE IX  AMENDMENT OF THE PLAN................................................................................40


ARTICLE X  DISCONTINUANCE OF CONTRIBUTIONS AND TERMINATION OF THE PLAN...........................................40

         10.1     Intention to Continue Plan.....................................................................40
         10.2     Termination or Partial Termination of Plan.....................................................41
         10.3     Discontinuance of Contributions................................................................41
         10.4     Internal Revenue Service Approval..............................................................42

ARTICLE XI  MISCELLANEOUS........................................................................................42

         11.1     Participants' Rights; Acquittance..............................................................42
         11.2     Spendthrift Clause.............................................................................42
         11.3     Qualification of Plan as a Condition...........................................................43
         11.4     Successor to the Corporation...................................................................43
         11.5     Transfer of Plan Assets........................................................................43
         11.6     Delegation of Authority by the Corporation.....................................................44
         11.7     Construction of Agreement......................................................................44
         11.8     Headings.......................................................................................44

ARTICLE XII  TOP-HEAVY PLAN PROVISIONS...........................................................................44

         12.1     Application....................................................................................44
         12.2     Definitions....................................................................................44
         12.3     Allocation of Minimum Contribution.............................................................46

                                                               iv









                                                       DRAFT









                                   HOLOPHANE DIVISION OF LITHONIA LIGHTING GROUP

                                            RETIREMENT AND 401(k) PLAN

                                          FOR HOURLY EMPLOYEES COVERED BY

                                         A COLLECTIVE BARGAINING AGREEMENT



                                         (Effective as of January 1, 2001)



                               [Subject To Approval by the Internal Revenue Service]









                                   HOLOPHANE DIVISION OF LITHONIA LIGHTING GROUP

                                            RETIREMENT AND 401(k) PLAN

                                          FOR HOURLY EMPLOYEES COVERED BY

                                         A COLLECTIVE BARGAINING AGREEMENT

                                         (Effective as of January 1, 2001)

         THIS AGREEMENT is made as of the 1st day of January, 2001, by National Service Industries, Inc. (the
"Corporation").

                                               W I T N E S S E T H:

         WHEREAS, the Corporation desires to establish a retirement and savings plan for the benefit of the
eligible hourly employees of the Holophane Division of the Lithonia Lighting Group of the Corporation whose terms
and conditions of employment are governed by a collective bargaining agreement which provides for participation
in this Plan.

         NOW, THEREFORE, in consideration of the premises and the covenants herein contained, the Corporation
does hereby adopt and establish the Holophane Division of Lithonia Lighting Group Retirement and 401(k) Plan for
Hourly Employees Covered By A Collective Bargaining Agreement effective as of January 1, 2001:


Page 2

                                                 ARTICLE I


                                           DEFINITIONS AND CONSTRUCTION
                                           ----------------------------

         Where the following words and phrases appear in this Plan they shall have the meaning set forth below,
unless a different meaning is plainly required by the context:

1.1      Account - With respect to each Participant, the combination of all accounts maintained on his behalf
         -------
pursuant to Section 4.1.

1.2      Affiliated Employer - Any entity which is a member of a controlled group of corporations that includes
         -------------------
the Employer within the meaning of Section 414(b) of the Code, or related employers under common control within
the meaning of Section 414(c) of the Code, or related employers which constitute an affiliated service group
under Section 414(m) of the Code, or employers related through the leasing of Employees under Section 414(n) of
the Code, or any other entity required to be aggregated under Section 414(o) of the Code.

1.3      Annual Compensation - For purposes of determining the amount a Participant may elect to contribute to
         -------------------
the Plan as an Elective Deferral under Section 3.1, except as otherwise set forth in the Appendix for the
Collective Bargaining Unit to which the Participant belongs, Annual Compensation means the Participant's
remuneration from the Employer for the Plan Year, including wages, salary, overtime pay, bonuses, commissions,
and all elective contributions made by the Employer on behalf of the Employee to any plan under Sections 125,
402(a)(8), 402(h) or 403(b) of the Code, but excluding: (i) payments such as contributions by the Employer to
this or any other profit sharing plan or pension plan, welfare plans, group insurance plans or similar benefit
programs, severance pay, and employee moving expenses deductible under Section 217 of the Code; and (ii) any
income derived from stock purchase plans or stock options.  Notwithstanding the foregoing, for purposes of
calculating the limitations in Sections 3.3, 3.5, and 4.5, and any other similar limitations under the Code, the
Employer may elect to use any method of determining Annual Compensation under the Plan, provided that such method
is permissible under Regulations issued by the Secretary.  The Annual Compensation of any Employee taken into
account under the Plan for any Plan Year shall not exceed $170,000, as adjusted under Section 401(a)(17)(B) of
the Code.  For purposes of determining the amount a Participant may elect to contribute to the Plan as an
Elective Deferral, only Annual Compensation earned while the Participant is eligible to participate in the Plan
shall be considered.

1.4      Authorized Leave of Absence - Any absence authorized by the Employer under the Employer's standard
         ---------------------------
personnel practices, provided that the Participant returns within the period specified in the Authorized Leave of
Absence.  An absence due to service in the Armed Forces of the United States shall be considered an Authorized
Leave of Absence provided that the Employee returns to Employment with the Employer within the period during
which his right to reemployment is preserved by law.

Page 3

1.5      Basic Contribution Account - The account maintained for a Participant to record his share of any Basic
         --------------------------
Contributions the Employer may elect in its discretion to make (or may be required to make) pursuant to Section
3.6, and adjustments relating thereto.

1.6      Basic Contribution - Any contribution the Employer may elect in its discretion to make (or may be
         ------------------
required to make) pursuant to Section 3.6, and which is credited to the Participant's Basic Contribution Account.

1.7      Beneficiary - Any person or persons (natural or otherwise) designated by a Participant on a form
         -----------
supplied by the Plan Administrator in accordance with Article VI hereof to receive benefits payable in the event
of the death of the Participant, or in the absence of any such designated person, the person or entity determined
to be a Beneficiary under Article VI hereof.

1.8      Board - The Board of Directors of National Service Industries, Inc.
         -----

1.9      Break in Service - A Plan Year or other computation period of twelve (12) consecutive months in which
         ----------------
the Employee completes no more than 500 Hours of Service; provided, however, an individual Reemployed by the
Employer, in the period during which his right to Reemployment after the completion of qualified military service
(as defined in Section 414(u) of the Code) is protected by federal law, shall not be deemed to have incurred a
Break in Service by reason of such individual's period of qualified military service.

1.10     Code - The Internal Revenue Code of 1986, as amended from time to time.
         ----

1.11     Collective Bargaining Unit - A group of employees described on an Appendix attached hereto whose terms
         --------------------------
and conditions of employment are governed by a collective bargaining agreement which provides for participation
in the Plan.

1.12     Corporation or NSI - National Service Industries, Inc., or its successor.
         ------------------

1.13     Early Retirement Date - The date (if any) specified on the Appendix attached hereto for the group of
         ---------------------
Eligible Employees to which the Participant belongs on which the Participant can elect Early Retirement under the
Plan.

1.14     Effective Date - January 1, 2001, or such later date as the Collective Bargaining Unit which includes
         --------------
the Employee becomes eligible to participate in the Plan.

1.15     Elective Deferral - The portion of a Participant's Annual Compensation deferred pursuant to the election
         -----------------
described in Section 3.1, contributed on his behalf to the Trust and credited to the Participant's Pre-tax
Account.  For tax purposes, including Section 414(h) of the Code, Elective Deferrals shall be considered Employer
contributions to the Plan.

1.16     Eligible Employee - An Employee in a Collective Bargaining Unit described in Section 2.1 who is eligible
         -----------------
to have Elective Deferrals made on his behalf to the Plan for all or a portion of the Plan Year.  An Employee
will not cease to be an Eligible Employee merely because he elects not to participate (other than an initial,
irrevocable election never to participate in any cash or deferred arrangement maintained by the Corporation or
any Affiliated Employer) or because he is prevented from making such Elective Deferrals by operation of Section
415 of the Code.

Page 4

1.17     Employee - Any person who is classified by the Employer as an Employee of the Holophane Division of the
         --------
Lithonia Lighting Group and who is receiving remuneration for personal services rendered to the Employer (or who
is on an Authorized Leave of Absence). The term Employee, to the extent mandated by law, shall include leased
employees within the meaning of Section 414(n)(2) of the Code unless (i) such leased employees constitute less
than twenty percent (20%) of the Employer's non-highly compensated work force within the meaning of Section
414(n)(5)(C)(ii) of the Code, and (ii) such leased employees are covered by a plan described in Section 414(n)(5)
of the Code, in which event such leased employees shall not be considered Employees for purposes of this Plan.
Leased employees shall not be eligible to participate in the Plan. Independent contractors and other individuals
under contract with the Employer and classified by the Employer as a non-Employee shall also not be eligible to
participate in the Plan.

1.18     Employer - The Holophane Division of the Lithonia Lighting Group and any other business unit, division,
         --------
or group of the Corporation or an Affiliated Employer whose employees are authorized by the Corporation to
participate herein and that, to the extent necessary, adopts the Plan for the exclusive benefit of its Employees
in accordance with any conditions required by the Corporation.

1.19     Employer Contribution Accounts - The Accounts derived from Employer contributions, which include a
         ------------------------------
Participant's Matching Contribution Account and Basic Contribution Account.

1.20     Employment - Service as an Employee of the Employer and any Affiliated Employer.  The term
         ----------
"Reemployment" means Employment following a prior termination of employment.  The terms "Employed" and
"Reemployed" shall be used in the same sense as the terms Employment and Reemployment, respectively.

1.21     Entry Date - The first day of each calendar month coincident with or next following the date on which an
         ----------
Employee who has completed the eligibility requirements of Section 2.2 shall become a Participant.

1.22     Excess Aggregate Contributions - With respect to any Plan Year, the aggregate amount of Matching
         ------------------------------
Contributions (or any other contribution for purposes of Section 3.5), to the extent such amount exceeds the
maximum permissible amount of such contributions under the limitations of Section 3.5 (determined by reducing
contributions, in accordance with Section 401(m)(6) of the Code, made on behalf of Highly Compensated beginning
with the Highly Compensated Employee(s) who had the greatest dollar amount of such contributions).

1.23     Excess Contributions - With respect to any Plan Year, the aggregate Employer contributions paid to the
         --------------------
Plan as an Elective Deferral (or any other contributions taken into account for purposes of Section 3.3 of the
Plan) on behalf of a Highly Compensated Employee for such Plan Year, to the extent such aggregate contributions
exceed the maximum amount of such contributions permitted for such Highly Compensated Employee for such Plan Year
under the limitations of Section 3.3 (determined by reducing such contributions, in accordance with Section
401(k)(8)(B) of the Code, made on behalf of Highly Compensated Employees beginning with the Highly Compensated
Employee(s) with the highest dollar amount of such contributions).

Page 5

1.24     ERISA - Public Law 93-406, the Employee Retirement Income Security Act of 1974, as amended from time to
         -----
time.

1.25     Fiduciaries - The Named Fiduciaries who shall be the Corporation, the Plan Administrator, and the
         -----------
Trustee, and other parties designated as Fiduciaries by such Named Fiduciaries in accordance with the powers
herein provided, but only with respect to the specific responsibilities of each in connection with the Plan and
Trust.

1.26     Forfeiture - The portion of a Participant's Employer Contribution Account not vested at termination of
         ----------
Employment which is handled in accordance with Section 4.7.

1.27     Highly Compensated Employee - For each Plan Year, each Participant who
         ---------------------------

        (a)      is a 5% owner, as defined in Section 416(i)(1) of the Code, at any time during the Plan Year or the
         preceding Plan Year, or

        (b)      received compensation (as defined for purposes of Section 415(c)(3) of the Code, increased by elective
         contributions to a plan under Sections 125, 401(k) and 402(g)(3), 408(k)(3) or 403(b) of the Code) in
         excess of $85,000 (adjusted for cost-of-living increases in accordance with Section 414(q) of the Code)
         for the preceding Plan Year, and, at the Employer's election, was in the group consisting of the most
         highly compensated 20% of the Employees for the preceding Plan Year.

         The determination of which Employees are Highly Compensated Employees shall at all times be made subject
to Section 414(q) of the Code and any related regulations, rulings, notices or revenue procedures.  In
determining whether an Employee is a Highly Compensated Employee for any Plan Year, the Employer may use any
alternatives and elections authorized under the applicable Internal Revenue Service regulations, rulings, notices
or revenue procedures.  For purposes of determining the most highly compensated 20% of the Employees for the
preceding Plan Year, the Employer may exclude such Employees as it determines on a consistent basis pursuant to
Section 414(q)(8) of the Code.

1.28     Hour of Service - Each Employee will be credited with an Hour of Service for eligibility for
         ---------------
participation purposes for:

        (a)      Each hour for which an Employee is paid, or entitled to payment, by the Employer for the performance of
                 duties.  These hours shall be credited to the Employee for the computation period in which the duties
                 are performed; and

        (b)      Each hour for which an Employee is paid, or entitled to payment, by the Employer on account of a period
                 of time during which no duties are performed (irrespective of whether the employment relationship has

Page 6

                 terminated) due to vacation, holiday, illness, incapacity (including disability), jury duty, military
                 duty or Authorized Leave of Absence; provided, however, that under this paragraph (b):

                (i)      No more than 501 Hours of Service shall be credited for any single continuous period (whether or not
                         such period occurs in a single computation period) during which the Employee performs no duties;

                (ii)     No hours shall be credited if such payment is made or due under a plan maintained by the Employer solely
                         for purposes of complying with applicable workmen's compensation, unemployment insurance or
                         disability insurance laws; and

                (iii)    No hours shall be credited for a payment which solely reimburses an Employee for medical or medically
                         related expenses incurred by the Employee; and

        (c)      Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by
                 the Employer.  These hours shall be credited to the Employee for the computation period to which the
                 award or agreement pertains rather than to the period in which the award, agreement or payment is made.
                 The same Hours of Service shall not be credited under paragraphs (a) or (b), as the case may be, and
                 this paragraph (c).  Crediting of hours for back pay awarded or agreed to with respect to periods
                 described in paragraph (b) shall be subject to the limitations of that paragraph.

        (d)      Hours of Service credited under the Plan shall be calculated and credited subject to the rules and
                 restrictions set forth in Department of Labor Regulations Section 2530.200b-2(b), (c) and (f) which are
                 incorporated herein by this reference.

        (e)      The method of determining Hours of Service under the Plan shall be in accordance with Department of
                 Labor Regulations Section 2530.200b-3 and shall be applied in a non-discriminatory manner to all
                 Employees or classes of Employees.  The Plan may apply different methods and equivalency rules in
                 determining Hours of Service for different classes of Employees.

1.29     Investment Committee - The committee appointed by the Corporation pursuant to the Trust Agreement which
         --------------------
shall have authority (i) to establish the Investment Funds under the Plan; (ii) to select the investment
advisors; and (iii) generally to manage and monitor the investment activities of the Plan.

1.30     Investment Fund - The investment options set forth in Section 8.2 of the Plan into which a Participant
         ---------------
may direct the investment of his Account.  The term Investment Fund shall also include any self-directed
brokerage option which may be made available under the Plan.

1.31     Limitation Year - The 12-month period coincident with the Plan Year.
         ---------------

1.32     Lithonia Lighting Group - The business unit of the Corporation which designs, manufactures and sells
         -----------------------
lighting products and includes Lithonia Lighting and Holophane.

Page 7

1.33     Matching Contribution Account - The account maintained for a Participant to record any Matching
         -----------------------------
Contributions made on his behalf by the Employer pursuant to Section 3.4, and adjustments relating thereto.

1.34     Matching Contribution - The contribution made by the Employer to match a Participant's Elective
         ---------------------
Deferrals as provided in Section 3.4.

1.35     Normal Retirement Date - The date the Participant attains age sixty-five (65) (the Normal Retirement
         ----------------------
Age).

1.36     NSI Stock Fund - An Investment Fund which is invested primarily in NSI Common Stock.
         --------------

1.37     NSI Common Stock - The common stock of National Service Industries, Inc., $1.00 par value, and any
         ----------------
securities substituted for such stock by reason of recapitalization, reorganization, merger, or consolidation.

1.38     Participant - Any Employee who has qualified under the terms of the Plan for participation herein and
         -----------
who remains so qualified.

1.39     Plan - The Holophane Division of Lithonia Lighting Group Retirement and 401(k) Plan for Hourly Employees
         ----
Covered By A Collective Bargaining Agreement as set forth herein, as it may be amended from time to time.

1.40     Plan Administrator - The Corporation (or such person, persons or entity as the Corporation shall
         ------------------
appoint), which shall have the authority to administer the Plan as provided in Article VII.

1.41     Plan Year - The 12-month period commencing on January 1 and ending on the next following December 31.
         ---------

1.42     Pre-tax Account - The account maintained for a Participant to record Elective Deferrals deferred
         ---------------
pursuant to the election described in Section 3.1, and adjustments related thereto.  A Participant's Pre-tax
Account shall at all times be fully vested.

1.43     Prior Plan - The separate 401(k) plan in which a Participant in this Plan previously participated.
         ----------

1.44     Rollover Account - The account maintained to record any rollover contributions by the Participant
         ----------------
pursuant to Section 3.9, and adjustments relating thereto.  A Participant's Rollover Account shall at all times
be fully vested.

1.45     Service - A Participant's period of Employment with the Employer, and any corporation, sole
         -------
proprietorship or partnership that is a member of a controlled group of corporations that includes the Employer,
or is under common control, or is a member of an affiliated service group that includes the Employer, or are
entities related through the leasing of Employees, as determined under Section 414(b), (c), (m), and (n) of the
Code, and Article II hereof.  In certain cases, service with a predecessor employer may be counted as Service
under the Plan.

Page 8

1.46     Special Distribution Restrictions - Amounts credited to a Participant's Account(s) which are not
         ---------------------------------
distributable to Participants or their Beneficiary(ies) merely by reason of any stated period of participation or
the lapse of any fixed number of years, nor earlier than the earliest of:

        (a)      Separation from Employment by the Participant;

        (b)      Death of the Participant;

        (c)      Total Disability of the Participant;

        (d)      Except as limited by subsection (f) below, termination of the Plan without establishment of a successor
                 plan;

        (e)      Hardship of the Participant, but only if and to the extent permitted by the Appendix applicable to the
                 Participant and the Code and Regulations.

        (f)      With respect to Elective Deferrals (and earnings thereon), and Matching Contributions (and earnings
                 thereon) taken into account for purposes of Section 3.3, upon (A) termination of the Plan without
                 establishment or maintenance of a successor defined contribution plan, (B) sale of substantially all
                 assets used by the Employer in the trade or business in which the Participant is Employed, or (C) the
                 sale of an incorporated Affiliated Employer's interest in a subsidiary; provided, however, that such
                 distributions may only be made if and to the extent permitted by the Code and Regulations issued
                 thereunder.

1.47     Total Deferrals - With respect to any taxable year of an Employee, the sum of:  (i) any Elective
         ---------------
Deferrals to this Plan or any pre-tax contributions to any other cash or deferred arrangement (as defined in
Section 401(k) of the Code) in lieu of receipt of such amount as compensation; (ii) any elective SEP
contributions under Section 402(h) of the Code; and (iii) any salary reduction contribution to any annuity under
Section 403(b) of the Code.

1.48     Total and Permanent Disability - The lasting inability of a Participant, due to illness, accident or
         ------------------------------
other physical or mental incapacity, to perform the customary duties and services of his Employment.  The
determination as to whether such Total and Permanent Disability exists in any individual case shall be made by
the Plan Administrator on the basis of medical and other information provided to it.  In the event the Plan
Administrator, after examination of the medical and other information provided to it, finds that Total and
Permanent Disability within the meaning of this Section does not exist, then it shall by certified mail so notify
the Participant in question who shall have the rights set forth in the claims procedure in Section 7.3.  The
reasonable expenses of determining whether such a Participant is Totally and Permanently Disabled shall be
considered an administrative expense of the Trust, and shall be paid as provided in Section 7.10.

Page 9

1.49     Trust (or Trust Fund) - The trust fund or funds established pursuant to Article VIII and the Trust
         ---------------------
Agreement to receive and to invest the amounts deferred by or contributed on behalf of the Participants under the
Plan, and from which distributions will be made.

1.50     Trust Agreement - The agreement entered into between the Corporation and the Trustee which provides for
         ---------------
the holding and investment of the assets of the Plan.

1.51     Trustee - The individual(s) or financial institution(s) designated in the Trust Agreement to hold the
         -------
assets of the Plan.

1.52     Valuation Date - The periodic and regularly scheduled date (or dates) for valuation of the individual
         --------------
Investment Funds of the Trust and the respective Accounts of Participants.  The Annual Valuation Date shall be
December 31 of each year.

1.53     Vested - That portion of the Participant's Employer Contribution Account, Pre-tax Account, and Rollover
         ------
Account, which under the terms hereof is nonforfeitable.

1.54     Year of Service - The applicable twelve (12) consecutive month period in which an Employee completes at
         ---------------
least 1,000 Hours of Service.

         The masculine gender, appearing in this Plan, shall be deemed to include the feminine gender, and the
singular may include the plural, unless the context clearly indicates to the contrary.  The words "hereof",
"hereunder" and other similar compounds of the word "here" shall mean and refer to the entire Plan, not to any
particular provision or Section.


                                                ARTICLE II

                                      ELIGIBILITY, PARTICIPATION AND SERVICE
                                      --------------------------------------

2.1      Eligibility - The group of Employees in a Collective Bargaining Unit covered by each Appendix attached
         -----------
hereto shall be eligible to participate in the Plan upon completion of the requirements set forth in Section 2.2
below for such group, and the following Employees shall not be eligible to participate:  (i) Employees classified
by the Employer as salaried employees; (ii)  individuals classified by the Employer as independent contractors;
and (iii) individuals classified by the Employer as leased Employees.  If any individual classified by the
Employer as an independent contractor or other non-Employee designation is later required by action of the
Internal Revenue Service, Department of Labor, or any other government agency to be classified as an Employee,
such individual shall not be eligible to participate in the Plan prior to such reclassification and, after such
reclassification, the individual's participation shall be in accordance with the rules established by the
Employer and the Plan Administrator.

2.2      Participation -
         -------------

        (a)      Eligible Employees -  If an Eligible Employee is an active participant in a Prior Plan on December 31,
                 ------------------
                 2000, the Employee will be eligible to participate in this Plan on January 1, 2001, provided the
                 Employee continues to be an Eligible Employee on such date.  Any other Eligible Employee shall be
                 eligible to participate in the Elective Deferral and Matching Contribution portion of the Plan as of the

Page 10

                 Entry Date coincident with or next following the later of the Employee's date of hire or attainment of
                 age 18.  Except as otherwise provided on the Appendix attached hereto for the Collective Bargaining Unit
                 to which the Eligible Employee belongs, any Eligible Employee shall be eligible to participate in the
                 Basic Contribution portion of the Plan as of the Entry Date coincident with or next following (i) the
                 attainment of age 18, and (ii) the completion of one Year of Service.

        (b)      Continued Eligibility - A Participant shall continue to be eligible to participate in the Plan as long
                 ---------------------
                 as he is actively employed in an eligible class of employees under Section 2.1.

2.3      Enrollment for Elective Deferrals - In order to participate in the Elective Deferral portion of the
         ---------------------------------
Plan, an Employee must complete the election form described in Section 3.1(b) in the manner provided for therein
(or otherwise enroll through a telephone, or other electronic, communications arrangement established by the Plan
Administrator).  If the date an Employee submits an election form designating a portion of his Annual
Compensation to be contributed to the Plan (and indicating the manner in which such amounts shall be invested) is
later than the date he would otherwise become a Participant, than his participation in the Elective Deferral
portion shall commence as soon as practical thereafter.

2.4      Maternity or Paternity Leave - In the case of an Employee who is absent from Employment on account of
         ----------------------------
(i) the Employee's pregnancy, (ii) the birth or adoption of a child of the Employee, (iii) the placement of a
child with the Employee in connection with the adoption of the child by the Employee, or (iv) an absence due to
the need for caring for such child for a period beginning immediately following such birth or placement, the Plan
shall treat as Hours of Service, solely for purposes of determining whether a Break in Service has occurred, the
following hours:

        (i)      the Hours of Service when otherwise would normally have been credited to such Employee but for such
                 absence; or

        (ii)     if the Hours of Service in (i) cannot be determined, than 8 Hours of Service for each day of such
                 absence.

In no event, however, shall the Hours of Service credited under this Section 2.4 exceed 501 for each absence.

2.5      Military Service - If a Participant is Reemployed after a period of qualified military service, the
         ----------------
years, or partial years, of qualified military service will be credited as Years of Service under the Plan, in
accordance with Section 414(u) of the Code.

2.6      Transfers of Employment Among Employers - In the event an Eligible Employee of the Employer is
         ---------------------------------------
transferred to or from a classification of Eligible Employees or an Employer eligible to participate in the Plan,
the following rules shall apply:

        (a)      An Employee who is transferred to the Employer, or to a class of Employees eligible for participation in
                 the Plan, may become a Participant under this Plan on the Entry Date following the date on which he

Page 11
                 meets the eligibility requirements for participation herein; however, the transferred Employee's date of
                 Employment for purposes of eligibility and vesting under this Plan shall be the date of his Employment
                 with an Affiliated Employer of NSI.  If an Employee has met the eligibility requirements as of his date
                 of transfer, he may become a Participant as soon as administratively practical after such transfer.

        (b)      A Participant transferring from the Employer to an Affiliated Employer or to a class of Employees
                 ineligible for participation in this Plan, shall not be entitled to continue his Elective Deferrals
                 under this Plan or to receive Employer contributions (unless he again becomes an Eligible Employee).

        (c)      If a Participant is transferred to an Affiliated Employer other than the Employer, such Participant
                 shall continue to receive credit for vesting purposes under the Plan until his Employment with all
                 NSI-related companies terminates.  Such a Participant will be entitled to receive a distribution from
                 the Plan when his employment with all NSI-related companies terminates.

        (d)      If a Participant (or his Beneficiary as the case may be), upon his termination of Employment, normal,
                 early or disability retirement or the date of his death, receives, or is entitled to receive, or
                 previously received, a benefit from another defined benefit or defined contribution plan of an
                 Affiliated Employer, or from one to which an Affiliated Employer contributed, such benefit shall not
                 reduce the amount of the benefit to be paid under this Plan.

        (e)      If a Participant transfers to an Affiliated Employer that maintains a tax-qualified deferred
                 compensation plan, the Participant's Account (and any outstanding loans) may, in accordance with such
                 rules as may be established by the Plan Administrator, be transferred to such plan.


                                                ARTICLE III

                                       ELECTIVE DEFERRALS AND CONTRIBUTIONS
                                       ------------------------------------
3.1      Elective Deferrals -
         ------------------

        (a)      Amount of Elective Deferrals - Pursuant to the election described in subsection (b) below, each
                 ----------------------------
                 Participant, upon satisfaction of the requirements set forth in Article II, may defer under this Plan,
                 in any Plan Year, a portion of his Annual Compensation, in one percent (1%) increments, up to the amount
                 provided in the Appendix attached hereto for the Collective Bargaining Unit to which the Participant
                 belongs.  The Elective Deferrals shall be made in accordance with such rules and regulations as may be
                 established by the Plan Administrator and shall be subject to the limitations contained in Sections 3.2,
                 3.3 and 4.5.  In the event that a Participant elects to defer a portion of his Annual Compensation under
                 this Plan, it will be designated for contribution by the Employer to the Trust, on behalf of the
                 Participant, and for deposit in his Pre-tax Account.  All amounts deposited to a Participant's Pre-tax
                 Account shall at all times be fully vested.

Page 12

        (b)      Election to Defer - Subject to the provisions of subsection (d), Participants may elect each Plan Year
                 -----------------
                 to defer a portion of their Annual Compensation by delivering to the Plan Administrator or its agent a
                 properly completed election form providing for such deferral for such Plan Year.  The Plan Administrator
                 shall establish such nondiscriminatory time requirements for the delivery of election forms as it deems
                 necessary for the proper administration of the Plan.  Elections shall initially be effective for the
                 first payroll period commencing on or after the Entry Date subsequent to the Participant's deferral
                 election.  Such election shall continue in effect from year to year until the earlier of the date the
                 Participant making the election ceases participation in the Plan, or the date an adjustment election
                 described in subsection (c) becomes effective.

        (c)      Elective Deferral Adjustment - Subject to the provisions of subsection (d), a Participant who has
                 ----------------------------
                 elected under subsection (b) to defer a portion of his Annual Compensation for a Plan Year may elect to
                 increase or reduce the amount of his deferral as provided in this subsection.  A Participant may elect
                 to increase or reduce the amount of his deferral in whole percentage increments by delivering a change
                 form to the Plan Administrator.   Such Elective Deferral adjustments shall be effective as soon as
                 administratively practical following the date the Participant's election is made. Any change which
                 becomes effective pursuant to this subsection shall remain in effect until the earlier of (i) the date
                 the Participant making the election ceases participation in the Plan, or (ii) the date a subsequent
                 adjustment election first becomes effective.

                  A Participant may elect to terminate his deferral of a portion of his Annual Compensation under
                 the Plan by delivering a change form to the Plan Administrator.  Such Elective Deferral termination
                 election shall be effective as soon as administratively practical subsequent to such Participant's
                 election.  If a Participant terminates his contributions, such  Participant cannot again elect to defer
                 a portion of his Annual Compensation pursuant to Section 3.1(a) and (b) until the next following Entry
                 Date (except where the Elective Deferrals have been suspended pursuant to Section 5.11 as a result of a
                 hardship withdrawal).

        (d)      Method of Making Election - An election made pursuant to subsections (b) or (c) of this Section 3.1
                 -------------------------
                 shall be made in writing on a form prescribed by the Plan Administrator or through telephone or other
                 electronic arrangements established by the Plan Administrator.  An election to commence, increase or
                 decrease the amount of Elective Deferrals shall specify the amount of deferral desired as a whole
                 percent of Annual Compensation, subject to the limitation in subsection (a) above.  Any election
                 purporting to defer more than the maximum percentage of Annual Compensation as specified in Section
                 3.1(a) shall be treated as an election to defer such maximum percentage.

        (e)      Payroll Deductions - The contribution of Elective Deferrals shall normally be accomplished through an
                 ------------------
                 automatic payroll deduction arrangement.  However, the Plan Administrator may, in its discretion, allow
                 such contributions to be made in a manner other than through regular payroll deductions if consistent
                 with applicable law and regulations.

Page 13


3.2      Limitation of Total Deferrals; Return of Contributions - Notwithstanding any other provision of this
         ------------------------------------------------------
Plan, in no event shall the Total Deferrals of any individual with respect to any taxable year of such individual
exceed $10,500, or such adjusted amount as is established by the Secretary from time to time in accordance with
cost of living adjustments under Code Section 401(a)(17)(B), for all plans in which such individual is a
participant, whether or not maintained by the Employer.  In the event such Total Deferrals of a Participant or
former Participant exceed such limitation for any taxable year of such Participant, such Participant or former
Participant shall, not later than March 1 following the close of, and with respect to, the taxable year in which
such excess Total Deferrals were made, (i) notify the Plan Administrator in writing of the Total Deferrals made
under any plan other than this Plan, (ii) allocate in writing such excess Total Deferrals between or among such
other plans and this Plan, and (iii) state in writing that if such excess Total Deferrals allocable to the Plan
are not distributed, the deferral limitations of Section 402(g) of the Code will be exceeded for the
Participant's taxable year with respect to which such Total Deferrals occurred.  Upon such notification the Plan
Administrator shall distribute any excess Total Deferrals (and any income allocable thereto) allocable to the
Plan to the relevant Participant not later than April 15 of the calendar year following the close of the taxable
year of the Participant with respect to which such excess Total Deferrals were made.  Solely for purposes of the
preceding sentence, the income deemed allocable to any such excess Total Deferrals shall be determined in
accordance with Regulations issued by the Secretary.  The amount of excess Total Deferrals to be distributed for
a taxable year shall be reduced by any Excess Contributions previously distributed to the Participant during the
Plan Year beginning in such taxable year.

3.3      Limitation on Elective Deferrals -
         --------------------------------

(a)      Limitation - Notwithstanding any provision in the Plan to the contrary, in any Plan Year the Average
         ----------
         Deferral Percentage for Highly Compensated Employees shall not exceed the greater of (i) or (ii) below:

        (i)      The Average Deferral Percentage of all other Eligible Employees who are Non-Highly Compensated
                  Employees, multiplied by 1.25, or

        (ii)     The Average Deferral Percentage of all other Eligible Employees who are Non-Highly Compensated
                  Employees, multiplied by 200%, provided, however, that in this case the Average Deferral
                  Percentage of the Highly Compensated Employees shall not exceed the Average Deferral Percentage
                  of the Non-Highly Compensated Employees by more than two (2) percentage points, or such lesser
                  amount as may be required by Regulations issued by the Secretary to prevent the multiple use of
                  this alternative limitation with respect to any Employee who is a Highly Compensated Employee.

(b)      Average Deferral Percentage - For purposes of subsection (a) above, Average Deferral Percentage shall
         ---------------------------
         mean the average (expressed as a percentage) of the Actual Deferral Percentages of a specified group of
         Participants.  Actual Deferral Percentage shall mean a ratio (expressed as a percentage) of the amount

Page 14

         of Elective Deferrals made on behalf of a Participant for the Plan Year to such Participant's Annual
         Compensation for such Plan Year.

         For purposes of the preceding paragraph:

        (i)      the Employer may elect to include as an amount contributed as an Elective Deferral on behalf of a
                 Participant for purposes of this Section, (A) any other contributions which meet the Special
                 Distribution Restrictions, and/or (B) any amount contributed by the Employer pursuant to a
                 salary reduction agreement and which is not includible in the gross income of the Employee
                 under Section 125 of the Code, provided such contributions satisfy the conditions of Section
                 1.401(k)-1(b)(5) of the Regulations.

        (ii)     Elective Deferrals will be taken into account for purposes of determining the Actual Deferral Percentage
                 of a Participant for a Plan Year only if allocated to the Participant as of a date within that
                 Plan Year, is not contingent on participation or performance of services after such date, and
                 is actually paid to the Trust no later than twelve (12) months after the Plan Year to which the
                 contribution relates.

        (iii)    Actual Deferral Percentages and Average Deferral Percentages shall be computed to the nearest one
                 hundredth of one percent (1/100%).

(c)      Special Adjustments - For purposes of this Section, the following special rules shall apply:
         -------------------

        (i)      If any Highly Compensated Employee is eligible to have Elective Deferrals (or other contributions
                 treated as Elective Deferrals) allocated to his account under two or more plans or arrangements
                 described in Code Section 401(k) maintained by the Corporation or an Affiliated Employer, all
                 such Elective Deferrals (and other such contributions) shall be aggregated as if made under a
                 single plan or arrangement.

        (ii)     If two (2) or more plans of the Corporation are treated as one (1) plan for purposes of Section 410(b)
                 and/or Section 401(a)(4) of the Code because such plans would not otherwise satisfy such
                 Section 410(b) and/or Section 401(a)(4), such plans shall be treated as one (1) plan for
                 purposes of this Section.  If a Highly Compensated Employee participates in two (2) or more
                 plans of the Corporation to which such contributions are made by or on behalf of such Highly
                 Compensated Employee, all such contributions shall be aggregated for purposes of this Section.

(d)      Adjustment of Elective Deferrals - If during a Plan Year the Plan Administrator determines that there is
         --------------------------------
         a likelihood that the Average Deferral Percentage of the Highly Compensated Employees will exceed the
         limitation specified in subsection (a), then the Plan Administrator may prospectively reduce the
         deferrals of the Highly Compensated Employees by such amount and beginning as of such pay period during
         the Plan Year as is deemed necessary by the Plan Administrator in its sole discretion to prevent the
         limitation in subsection (a) from being exceeded for the Plan Year.  The Plan Administrator may
         terminate (in whole or in part) any reduction of deferrals under this subsection which is no longer
         necessary to prevent the limitation specified in subsection (a) from being exceeded for the Plan Year.
         Whenever necessary during the Plan Year, the Plan Administrator may institute further reductions of
         deferrals, or reinstate reductions of deferrals, to the extent required to prevent the limitation in
         subsection (a) from being exceeded.  Any adjustment in Participant Elective Deferrals made pursuant to
         this subsection shall, to the extent possible, reduce the deferral of each affected Participant by an
         identical percentage of Annual Compensation.

Page 15

(e)      Distribution of Excess Contributions and Income - If the Elective Deferral feature of the Plan fails the
         -----------------------------------------------
         limitations of subsection (a) for any Plan Year, then except as may be otherwise provided in this
         Section and notwithstanding any other provision of the Plan, any Excess Contributions for such Plan Year
         (and net any income allocable thereto) shall be distributed to the Highly Compensated Employees, not
         later than two and one-half (2 1/2) months following the Plan Year with respect to which such Excess
         Contributions were made.  Alternatively, any Excess Contributions may be distributed not later than the
         end of the Plan Year following the Plan Year with respect to which the Excess Contributions were made,
         provided the Corporation pays any applicable excise tax on such distribution.  The Plan may use any
         reasonable method for computing the income allocable to Excess Contributions, provided that the method
         does not violate Section 401(a)(4) of the Code, is used consistently for all Participants and for all
         corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income
         to Participant's accounts.  The amount of Excess Contributions to be distributed with respect to an
         Employee for a Plan Year shall be reduced by any excess Elective Deferrals previously distributed during
         the taxable year ending in the same Plan Year.

                  Any such distribution of the Excess Contribution and income thereon shall be made to Highly
         Compensated Employees beginning with the Highly Compensated Employee(s) with the highest dollar amount
         of such contributions.  Further, any such distribution may and shall be made without regard to any other
         provision of this Plan restricting distributions.  Any such Excess Contributions distributed to a Highly
         Compensated Employee (with earnings thereon) shall be distributed pro rata from any Account which
         contains contributions used in computing Average Deferral Percentages, based on contributions made to
         such Accounts during such Plan Year.

(f)      Determinations by Plan Administrator -  Notwithstanding the foregoing provisions of this Section, any
         ------------------------------------
         determination required by this Section shall be made by the Plan Administrator, and the determination by
         such Plan Administrator of the method of compliance with subsection (a) and reduction of deferrals in
         excess of that permitted by subsection (a), in accordance with subsection (d), and the determination of
         the amount of any Excess Contribution to be distributed pursuant to subsection (e), shall be final,
         binding, and conclusive as to all Participants, former Participants, Beneficiaries, and any other person
         or entity associated with or benefiting from this Plan.

Page 16

(g)      Multiple Use Limitation - In the event that the multiple use limitations set forth in Section
         -----------------------
         1.401(m)-2(b) of the Regulations applies with respect to any Highly Compensated Employee, the Actual
         Deferral Percentages of each Highly Compensated Employee shall be reduced (beginning with such Highly
         Compensated Employee whose Actual Deferral Percentage is highest) so that the multiple use limitation is
         not exceeded.  The amount by which each Highly Compensated Employee's Actual Deferral Percentage is
         reduced shall be treated as an Excess Contribution as provided under Section 3.3(e).

(h)      Priority of Application of Sections - Section 3.2 shall be applied before this Section; provided,
         -----------------------------------
         however, that, except to the extent provided in Regulations, any amounts distributed under Section 3.2
         shall be deemed not to have been distributed for purposes of this Section.  This Section shall be
         applied before Section 3.5 of the Plan.

3.4      Matching Contributions - For each calendar quarter, the Employer (or the Corporation on behalf of the
         ----------------------
Employer) may make a Matching Contribution to the Plan for the credit of each Participant who has satisfied the
requirements set forth in Article II, is employed by the Employer on the last day of the calendar quarter and who
has deferred during such calendar quarter a portion of his Annual Compensation as an Elective Deferral as
provided in Section 3.1.  Subject to the provisions of this Section, Section 3.5, and Section 4.5, the amount of
the Matching Contribution to be made under this Section 3.4 for any calendar quarter with respect to a
Participant shall be equal to the amount provided in the Appendix for the Collective Bargaining Unit to which the
Participant belongs (which may be different for different groups of Employees or for each Plan Year).

3.5      Limitation on Matching Contributions -
         ------------------------------------

        (a)      Limitation - Notwithstanding any provision in the Plan to the contrary, the Average Contribution
                 ----------
                 Percentage for Highly Compensated Employees for any Plan Year shall not exceed the greater of (i) or
                 (ii) below:
                (i)      The Average Contribution Percentage of all Employees who are Non-Highly Compensated Employees,
                         multiplied by 1.25, or

                (ii)     The Average Contribution Percentage of all Employees who are Non-Highly Compensated Employees,
                         multiplied by 200%, provided, however, that in this case the Average Contribution Percentage of
                         the Highly Compensated Employees shall not exceed the Average Contribution Percentage of the
                         Non-Highly Compensated Employees by more than two (2) percent points, or such lesser amount as
                         may be required by Regulations issued by the Secretary to prevent the multiple use of this
                         alternative limitation with respect to any Employee who is a Highly Compensated Employee.

        (b)      Average Contribution Percentage - For purposes of subsection (a) above, Average Contribution Percentage
                 -------------------------------
                 shall mean the average (expressed as a percentage) of the Actual Contribution Percentage of a specified
                 group of Participants.  Actual Contribution Percentage shall mean a ratio (expressed as a percentage) of

Page 17

                 the amount of Matching Contributions made on behalf of a Participant for the Plan Year to such
                 Participant's Annual Compensation for such Plan Year.

         For purposes of the preceding paragraph:

                (i)      The Employer may elect to include as an amount contributed on behalf of a Participant any other
                         contributions which satisfy the conditions of Section 1.401(m)-1(b)(5) of the Regulations.

                (ii)     Matching Contributions will be taken into account for purposes of determining the Actual Contribution
                         Percentage of a Participant for a Plan Year only if allocated to the Participant as of a date
                         within that Plan Year, is made on behalf of an Employee on account of the Participant's
                         Elective Deferral contributions for the Plan Year, and is actually paid to the Trust no later
                         than twelve (12) months after the Plan Year to which the contribution relates.

                (iii)    Actual Contribution Percentages and Average Contribution Percentages shall be computed to the nearest
                         one hundredth of one percent (1/100%).

        (c)      Special Adjustments - For purposes of this Section, the following special rules shall apply:
                 -------------------

                (i)      If any Highly Compensated Employee is eligible to have Matching Contributions (or other contributions
                         taken into account in determining Average Contribution Percentages) allocated to his account
                         under two or more plans or arrangements described in Section 401(m) of the Code maintained by
                         the Corporation or an Employer, all such Matching Contributions (and other such contributions)
                         shall be aggregated as if made under a single plan or arrangement.

                (ii)     If two (2) or more plans of the Corporation are treated as one (1) plan for purposes of Section 410(b)
                         and/or Section 401(a)(4) of the Code because such plans would not otherwise satisfy such
                         Section 410(b) and/or Section 401(a)(4), such plans shall be treated as one (1) plan for
                         purposes of this Section.  If a Highly Compensated Employee participates in two (2) or more
                         plans of the Corporation to which such contributions by or on behalf of such Highly Compensated
                         Employee are made, all such contributions shall be aggregated for purposes of this Section.

        (d)      Employees Taken Into Account - Each Employee who is eligible to receive Matching Contributions (or is
                 ----------------------------
                 eligible to receive other contributions which are taken into account under this Section 3.5) shall be
                 taken into account as a Highly Compensated Employee or Non-Highly Compensated Employee, as applicable,
                 for purposes of this Section, whether or not any such contributions are made by or on behalf of such
                 Employee.

        (e)      Distribution of Excess Aggregate Contributions and Income -  Notwithstanding any other provision of the
                 ---------------------------------------------------------

Page 18

                 Plan, any Excess Aggregate Contributions for such Plan Year (and net any income allocable thereto) shall
                 be distributed to the Highly Compensated Employees and, where applicable, Family Members, not later than
                 two and one-half (2 1/2) months following the Plan Year with respect to which such Excess Aggregate
                 Contributions were made.  Alternatively, any Excess Aggregate Contributions may be distributed not later
                 than the end of the Plan Year following the Plan Year with respect to which the Excess Aggregate
                 Contributions were made, provided the Corporation pays any applicable excise tax on such distribution.
                 The Plan may use any reasonable method for computing the income allocable to Excess Aggregate
                 Contributions, provided that the method does not violate Section 401(a)(4) of the Code, is used
                 consistently for all Participants and for all corrective distributions under the Plan for the Plan Year,
                 and is used by the Plan for allocating income to Participants' Accounts.

                 Any such distribution of Excess Aggregate Contributions and income thereon shall be made to
                 Highly Compensated Employees beginning with the Highly Compensated Employee(s) with the highest dollar
                 amount of such contributions.  Any such distribution may and shall be made without regard to any other
                 provision of this Plan restricting distributions.  Further, any such Excess Aggregate Contributions
                 distributed to a Highly Compensated Employee (with earnings thereon) shall be distributed pro rata from
                 any Account which contains contributions used in computing Average Contribution Percentages, based on
                 contributions made to such Accounts during such Plan Year.

        (f)      Determinations By Plan Administrator - Notwithstanding the foregoing provisions of this Section, any
                 ------------------------------------
                 determination required by this Section shall be made by the Plan Administrator, and the determination by
                 such Plan Administrator of the method of compliance with subsection (a) and the determination of the
                 amount of any Excess Aggregate Contribution to be distributed pursuant to subsection (e), shall be
                 final, binding, and conclusive as to all Participants, former Participants, Beneficiaries, an any other
                 person or entity associated with or benefiting from this Plan.

        (g)      Priority of Application of Sections - The provisions of Section 3.2 shall be applied before Section 3.3,
                 -----------------------------------
                 which, in turn, shall be applied before this Section.

3.6      Basic Contributions - For each Plan Year, the Employer (or the Corporation on behalf of the Employer)
         -------------------
will make a Basic Contribution to the Plan for the benefit of the Participants who have satisfied the
requirements set forth in Article II, in the amount and subject to the limitations set forth on the Appendix
attached hereto for the Collective Bargaining Unit to which the Participant belongs.  Any such Basic Contribution
shall be allocated in accordance with Section 4.4.  In no event shall the contribution by the Corporation or the
Employer under this Section 3.6 be greater than the amount permissible under Section 4.5 or deductible by the
Corporation or Employer for federal income tax purposes for the taxable year with respect to which the
contribution is made, plus such additional amount as may be deductible by reason of a deduction carry forward
from any prior year (or years) when less than the maximum deductible amount was actually contributed.  Nothing
contained herein shall restrict the Employer's ability to change the timing of or method of allocation of Basic
Contributions.

Page 19

3.7      Fund for Exclusive Benefit of Participants - All assets of the Trust Fund shall be held hereunder and in
         ------------------------------------------
accordance with Article VIII for the exclusive benefit of the Participants and their Beneficiaries for the
purpose of distributing to such Participants and Beneficiaries both the corpus and income of the Trust Fund in
accordance with the provisions of Article V hereof.  No part of the Trust Fund corpus or income shall be used for
or diverted to purposes other than for the exclusive benefit of Participants and Beneficiaries under the Plan
(other than such part as is required to pay taxes and expenses of administration); provided that the Corporation
hereby reserves the right to amend or terminate the Plan at any time as provided in Articles IX and X hereof.

         To the extent permitted by the Code and applicable rules and regulations thereunder and notwithstanding
anything herein to the contrary, upon the Employer's request, a contribution which was made by a mistake of fact,
or conditioned upon the initial qualification of the Plan, or upon the deductibility of the contribution under
Section 404 of the Code, shall be returned to the Employer (with any Elective Deferrals being refunded for the
benefit of Employees on whose behalf the contributions were made to the Trust) within one year after the payment
of the contribution, the denial of the qualified status of the Plan or the disallowance of the deduction for such
contribution (to the extent disallowed), whichever is applicable.  All contributions by the Employer to the Plan
are expressly conditioned upon their deductibility and, if all or part of a contribution is determined not to be
deductible, the portion that is nondeductible shall be returned to the Employer.

3.8      Contributions on Account of Veteran's Reemployment Rights -
         ---------------------------------------------------------

(a)      Repayment Amount - An Employee who is Reemployed after a period of qualified military service in
         ----------------
         accordance with Section 414(u) of the Code may make contributions under this Section in one or more
         payments that total no more than the total Elective Deferrals he would have been permitted to contribute
         during his period of qualified military service if he had been actively employed, subject to the
         otherwise applicable limitations contained in Sections 401(g), 403(b), 404(a), 404(h), 408, 415, or 457
         of the Code.  Adjustments will be made for any Elective Deferrals actually made during the period.
         Amounts contributed under this Section will not include the crediting of any earnings before the date
         the contribution is actually made.

(b)      Repayment Period - The Employee must make contributions under this Section to the Plan within the period
         ----------------
         beginning on  his date of Reemployment and ending on the earlier of (i) the period equal to 3 times his
         period of qualified military service under Section 414(u) of the Code, or (ii) 5 years.

(c)      Annual Compensation Assumption - For purposes of determining the amount of contributions permitted under
         ------------------------------
         this Section, the Reemployed Employee will be treated as having received his Annual Compensation for
         period of qualified military service.

(d)      Accounts - Any contributions made by an Employee under this Section will be credited to the Employee's
         --------
         Pre-Tax Account.


Page 20


(e)      Compliance - Contributions by an Employee Rehired following qualified military service is intended to
         ----------
         comply with Section 414(u) of the Code and any regulations or rulings issued thereunder.

3.9      Rollover Contributions - With the consent of the Plan Administrator, the Trustee may receive and invest
         ----------------------
any amounts received by an Employee, who is eligible to participate in the Plan in accordance with Section 2.1
above, from another qualified plan, whether in the form of a rollover or in the form of a trust-to-trust
transfer.  Such amounts shall be held for the benefit of a Participant in a Rollover Account established for his
benefit.  The Plan Administrator and the Trustee may request such information from the Participant as they deem
necessary to determine that a proper rollover contribution is being made and may refuse to permit a rollover or
transfer of amounts that were received from a qualified plan that permitted the distribution of a Participant's
interest in the form of a qualified joint and survivor annuity.



                                                   ARTICLE IV

                                             INTEREST OF PARTICIPANTS
                                             ------------------------
4.1      Accounts of Participants - The Plan Administrator, or its agent, shall maintain separate accounts on its
         ------------------------
books, for recordkeeping purposes only, for each Participant.  A given Participant may have four accounts (which
may be further divided by the Plan Administrator into subaccounts):  (i) a Pre-Tax Account to record any portion
of his Annual Compensation which he defers pursuant to Section 3.1; (ii) a Matching Contribution Account to
record any Matching Contributions with which he may be credited pursuant to Section 3.4; (iii) a Basic
Contribution Account to record any Basic Contributions with which he may be credited pursuant to Section 3.6; and
(iv) a Rollover Account to record any rollover contributions and transfers made pursuant to Section 3.9.  The
maintenance of accounts or subaccounts for individual Participants is only for recordkeeping purposes, and a
segregation of the assets of the Trust Fund to each Participant's accounts shall not be required.

4.2      Investment of Participant Accounts - Investment of Participants' Accounts under the Plan shall be
         ----------------------------------
governed by the provisions of Article VIII.

4.3      Allocation of Income, Expense, Fluctuations in Asset Value, Etc. - As of the close of business on each
         ----------------------------------------------------------------
Valuation Date, the Trustee and the Plan Administrator shall:

        (a)      Adjust each Participant's Account for gains or losses experienced by each Investment Fund in accordance
                 with Section 8.2(d); and

        (b)      Make appropriate adjustments in the Accounts of all Participants, former Participants and Beneficiaries
                 who have unpaid balances in their Accounts at such time, by allocating pro rata among such Accounts
                 based on the respective balances thereof, any expenses, costs, or other income (excluding contributions)
                 of the Trust Fund (to the extent not included in the adjustment described in Section 4.3(a) above) since
                 such preceding Valuation Date.

Page 21

4.4      Allocation of Basic Contributions - Except as otherwise provided on the Appendix attached hereto for a
         ---------------------------------
Collective Bargaining Unit, the Basic Contribution (if any) for a group of Participants shall be allocated to the
respective Basic Contribution Accounts of Participants who are employed by the Employer on the last day of each
calendar quarter in the same proportion as the Annual Compensation, received by each such Participant during the
calendar quarter, bears to the aggregate Annual Compensation of all such Participants for the calendar quarter.

4.5      Maximum Allocations - Notwithstanding anything contained herein to the contrary, the annual addition
         -------------------
made to the account(s) of a Participant for any limitation year shall not exceed the lesser of $30,000, as
adjusted for cost of living increases in accordance with Section 415(d) of the Code, or twenty-five percent (25%)
of the Participant's annual compensation within the meaning of Section 415(c)(3) of the Code for the relevant
limitation year.  Such annual additions shall include the sum of Employer contributions (excluding, however, any
Employer contribution distributed to a Participant as an excess contribution, to the extent such exclusion is
permissible under the Code and Regulations issued by the Secretary), Elective Deferrals, forfeitures (and any
other amounts allocated to an account in the same manner as a forfeiture), Employee contributions ( other than
any contribution distributed to the relevant individual to the extent such exclusion is permissible under the
Code and Regulations issued by the Secretary), and, any amount described in Code Section 419(A)(d)(2)
attributable to post-retirement medical benefit coverage, but shall not include any rollover contributions made
pursuant to Section 3.9.

4.6      Excess Allocations -
         ------------------

        (a)      If such annual additions with respect to any Participant for any Plan Year would exceed the limitation
                 set forth in the immediately preceding paragraph, the excess amounts shall be treated in accordance with
                 the following in the order indicated:

                (i)      Any Elective Deferrals made by the Participant which would constitute annual additions for the Plan Year
                         shall first be returned to the Participant.

                (ii)     In the event that the Participant is in the Service of the Employer in succeeding Plan Years, then any
                         remaining excess amounts shall not be distributed to the Participant, but shall be held in a
                         suspense account and carried over for the Participant's benefit and allocated to the
                         appropriate account or accounts of the Participant for such succeeding Plan Years to the extent
                         consistent with the limits in Section 4.5.  If such a suspense account is in existence at any
                         time in accordance with this provision, all amounts in such suspense account must be allocated
                         before any Employer contributions which would constitute such annual additions may be made to
                         the Plan.  Investment gains and losses and other income shall not be allocated to such suspense
                         account.  Upon termination of the Plan, any amount remaining in such suspense account which is
                         unallocable shall revert to the Employer.

Page 22

                (iii)    In the event that the Participant is not in the Service of the Employer in a succeeding Plan Year for
                         which an allocation is to be made hereunder, then any remaining excess amount shall not be
                         distributed to the Participant, but shall be reapplied for the benefit of all remaining
                         Participants.

        (b)      Notwithstanding the foregoing, the otherwise permissible annual additions for any Participant under this
                 Plan may be further reduced to the extent necessary, as determined by the Plan Administrator, to prevent
                 disqualification of the Plan under Section 415 of the Code, which imposes additional limitations on the
                 benefits payable to Participants who also may be participating in another tax qualified pension, profit
                 sharing, savings or stock bonus plan of the Employer.  The Plan Administrator shall advise affected
                 participants of any additional limitation on their annual additions required by the preceding sentence.

For purposes of applying the limitations imposed in this Section 4.6, all defined contribution plans (as defined
under ERISA) maintained by the Employer or otherwise required to be aggregated under Section 414 of the Code will
be considered to be a single defined contribution plan.

4.7      Disposition of Forfeitures and Amounts Subject to Buy-Back Option -
         -----------------------------------------------------------------

(a)      Participants Who Terminate Employment - In the case of an Employee who has terminated Employment and who
         -------------------------------------
         was a Participant except for such termination of his Employment, the amount standing to his credit in
         his Employer Contribution Account in which he has no Vested Interest shall be forfeited and allocated as
         provided in Section 4.7(d) as of the Annual Valuation Date for the Plan Year in which the earlier of the
         following occurs: (i) he incurs a one-year Break in Service, or (ii) payment of the terminated
         Participant's Vested Interest in his Employer Contribution Account commences.  If the Participant has no
         Vested Interest in his Employer Contribution Account, his entire Employer Contribution Account shall be
         forfeited and applied as provided in Section 4.7(d) as of the Annual Valuation Date for the Plan Year in
         which his Employment terminates, provided that his Employer Contribution Account may later be restored
         in accordance with Section 4.7(c).  After termination of this Employment, a former Employee's Vested
         Interest (if any) in his Employer Contribution Account shall be distributed or held for distribution in
         accordance with Article V hereof.

(b)      Buy-Back Option - A Participant who received a distribution of less than 100% of his Employer
         ---------------
         Contribution Account and who is Reemployed by the Employer prior to incurring five (5) consecutive one
         (1) year Breaks in Service, shall have an option to buy-back the amount which was subject to forfeiture
         by paying to the Plan the full amount of the distribution paid to him from his Employer Contribution
         Account.  Repayment must be made by the earlier of (i) the date which is five (5) years after his first
         date of Reemployment, or (ii) the date the individual's post-termination consecutive Break in Service
         period equals five (5) consecutive years.  Upon such repayment, the amount in his Employer Contribution
         Account shall be restored, and such restored amount shall not be less than the total of the amount
         repaid and the amount forfeited.  If such restored amount is less than such minimum, the difference

Page 23

         shall be credited to the Participant's Employer Contribution Account, either out of Forfeitures or Trust
         earnings attributable to the Plan Year in which the Participant exercises his buy-back option, or by an
         additional Employer contribution, as determined in the sole discretion of the Plan Administrator.

(c)      Participant With No Vested Interest - If a Participant who has no Vested Interest in his Employer
         -----------------------------------
         Contribution Account incurs a Break in Service, and if the Participant is Reemployed by the Employer
         prior to incurring five (5) consecutive one (1) year Breaks in Service, upon such Reemployment, the
         amount in his Employer Contribution Account at the time he terminated Employment shall be restored,
         either out of Forfeitures or Trust earnings attributable to the Plan Year in which he is Reemployed, or
         by an additional Employer contribution, as determined in the sole discretion of the Plan Administrator.

(d)      Allocation of Forfeitures -  Forfeitures shall be used to reduce the Employer's contributions to the
         -------------------------
         Plan for the Plan Year in which the forfeitures occur in accordance with this Section 4.7.


                                                    ARTICLE V


                                           DISTRIBUTIONS TO PARTICIPANTS
                                           -----------------------------

5.1      Normal Retirement or Early Retirement - A Participant who retires under the Plan at his Normal
         -------------------------------------
Retirement Date or Early Retirement Date shall be entitled to receive 100% of the amount of his interest in the
Plan, computed as of the Valuation Date coincident with or next preceding payment of such interest, plus any
Elective Deferrals and Matching Contributions made since the preceding Valuation Date.  The Participant's
interest at Normal Retirement or Early Retirement shall be payable to the Participant in accordance with Section
5.6.

5.2      Postponed Retirement - In the event a Participant remains Employed after his Normal Retirement Date, he
         --------------------
shall continue to be a Participant just as if he had not yet attained his Normal Retirement Date.  When such a
Participant actually retires, he shall be entitled to receive 100% of the amount of his interest in the Plan,
computed as of the Valuation Date coincident with or next preceding payment of such interest, plus any Elective
Deferrals and Matching Contributions made since the preceding Valuation Date.  The Participant's interest upon
Postponed Retirement shall be payable to the Participant in accordance with Section 5.6.

5.3      Death Benefits -
         --------------

(a)      In the event of the death of a Participant while he is actively employed, his Account shall become 100%
         vested and the entire amount of his Plan Account shall be payable to this Beneficiary.  The entire
         amount of the Participant's Account, computed as of the Valuation Date coincident with or next preceding
         his death, plus any Elective Deferrals made since the preceding Valuation Date, shall be distributed
         within 5 years of the death of such Participant, the payment of such Account to be made in such manner
         as may be determined under the provisions of Section 5.6.  However, the 5-year requirement shall not

Page 24

         apply if: (i) any portion of the Participant's Account is payable to (or for the benefit of) a
         designated Beneficiary; (ii) such portion will be distributed over the life of such designated
         Beneficiary (or over a period not extending beyond the life expectancy of such Beneficiary); and (iii)
         such distributions commence no later than 1 year after the date of the Participant's death (or such
         later date as the Secretary may, under regulations, prescribe).  If the designated Beneficiary referred
         to in this Section 5.3(a) is the surviving spouse of the Participant, the date on which distributions
         are required to commence shall be not earlier than the date the deceased Participant would have attained
         age 70 1/2.  If such surviving spouse dies prior to the commencement of distributions, this Section 5.3(a)
         shall be applied as if the surviving spouse were the Participant.

(b)      If death occurs after distribution of the Plan Account has commenced, the undistributed balance of his
         Account shall be distributed to this designated Beneficiary at least as rapidly as under the method of
         distribution used as of the date of his death.

(c)      For purposes of Section 5.3(a), a distribution to a child shall be treated as if it had been paid to the
         surviving spouse of the Participant if such amount will become payable to the surviving spouse upon such
         child's reaching majority (or such other event designated and permitted under the regulation).

5.4      Disability - In the event a Participant becomes Totally and Permanently Disabled while actively
         ----------
Employed, he shall be entitled to receive 100% of the amount of his interest in the Plan, computed as of the
Valuation Date coincident with or next preceding payment of such interest, plus any Elective Deferrals and
Matching Contributions made since the preceding Valuation Date.  The Participant's interest upon disability shall
be payable to the Participant in accordance with Section 5.6.

5.5      Termination of Employment -
         -------------------------

(a)      If prior to Normal or Early Retirement, disability or death in accordance with the foregoing provisions
         of this Article V, the Participant terminates Employment, such Participant shall be entitled to receive
         the following amounts, computed as of the Valuation Date coincident with or next preceding payment of
         such interest, plus any Elective Deferrals and Matching Contributions made since the preceding Valuation
         Date: (i) the full amount credited to his Pre-Tax Account and Rollover Account; and (ii) the
         Participant's Vested Interest in his Employer Contribution Account determined in accordance with the
         vesting schedule set forth on the Appendix attached hereto that applies to the Collective Bargaining
         Unit to which the Participant belongs.

         The Participant's interest at termination of Employment shall be payable to the Participant in
accordance with Section 5.6.  The forfeiture of amounts in which he does not have a Vested Interest shall be
handled in accordance with Section 4.7.

(b)      Years of Service -  For purposes of determining a Participant's Years of Service under subsection (a)
         ----------------
         above, the following rules shall govern:

Page 25

        (i)      An Employee shall be credited with a Year of Service for each Plan Year during which he completes 1,000
                 hours of service.

        (ii)     A Participant who returns to Employment after a Break in Service shall have all of his Years of Service
                 prior to a Break in Service (except those Year of Service disregarded as a result of  a prior
                 Break in Service) counted for purposes of determining his Vested Interest in amounts
                 contributed to this Employer Contribution Account after his return to Employment if he had a
                 Vested Interest in his Employer Contribution Account at the time of this Break in Service or if
                 has not incurred five (5) consecutive one (1) year Breaks in Service.  Years of Service prior
                 to a Break in Service shall not be counted for any other Employee who incurs a Break in Service.

        (iii)    A Participant who returns to Employment with the Employer after a Break in Service, and who was vested
                 but did not receive a distribution of his Vested Interest or who repays a distribution in
                 accordance with Section 4.7(b), shall have his Years of Service after the Break in Service
                 counted to determine his Vested Interest in his Employer Contribution Account at the time he
                 incurred a Break in Service, if the number of consecutive years constituting a one-year Break
                 in Service does not exceed five (5) years.

        (iv)     Notwithstanding the foregoing, Years of Service after five consecutive one-year Breaks in Service shall
                 in no event be taken into account for purposes of determining the Vested Interest of the
                 Participant in his Employer Contribution Account which accrued prior to such consecutive Breaks
                 in Service.

        (v)      Years of Service with members of a group of related employers shall be credited in accordance with
                 Sections 1.45 and 2.6.

5.6      Payment of Benefits -
         -------------------

(a)      Normal Form of Payment - Unless the Participant elects otherwise pursuant to Section 5.6(b) below, the
         ----------------------
         benefits to which a retiring, disabled, or otherwise terminated Participant is entitled upon his
         retirement, disability, or other termination of Employment as the case may be, shall be paid in a single
         lump sum cash payment during a single calendar year; provided, however, any portion of the Participant's
         Account that is invested in the NSI Common Stock Fund shall be distributed in whole shares of NSI Common
         Stock (with any  fractional shares paid in cash) upon the request of the Participant of his Beneficiary.

(b)      Optional Forms of Payment - Except as provided in (c) below, a retiring, disabled or otherwise
         -------------------------
         terminated Participant may elect to receive payment of his Account in any of the following optional
         forms:

        (i)      annual, semi-annual, quarterly or monthly installments over a period of time not exceeding the life
                 expectancy of the Participant or the Participant and his spouse;


Page 26


        (ii)     If the Participant is married, a joint and 50% (or 75% or 100%) survivor annuity payable over the lives
                 of the Participant and his spouse;

        (iii)    If the Participant is not married, a single life annuity payable over the Participant's life.

         The Plan Administrator will provide Participants with information concerning the manner for electing
         optional benefits.  If a Participant elects any of the options set forth in this subsection (b), all
         payments will be made in cash and no amounts will be payable in shares of NSI stock.

(c)      Cash-Out Payment - Notwithstanding any other provision of this Section 5.6, if the Participant's Account
         ----------------
         balance does not exceed $5,000, then the Plan Administrator shall pay such benefit in a lump sum to the
         appropriate recipient(s) thereof within an administratively practicable time after the occurrence of the
         event giving rise to entitlement to a distribution; provided, however, any portion of the Participant's
         Account that is invested in the NSI Common Stock Fund shall be distributed in whole shares of NSI Common
         Stock (with any fractional shares paid in cash) upon the request of the Participant or his Beneficiary
         (subject to such minimum share distributions as the Plan Administrator may establish).

5.7      Errors in Participant's Accounts - When an error or omission is discovered in an account of a
         --------------------------------
Participant, the Plan Administrator and the Trustee shall be authorized to make such equitable adjustments as may
be appropriate as of the Plan Year in which the error or omission is discovered.

5.8      Commencement of Payments and Period of Distribution -
         ---------------------------------------------------

(a)      In General - Notwithstanding anything herein to the contrary, unless a Participant otherwise elects in a
         ----------
         writing delivered to the Plan Administrator, subject to the requirements of Section 5.6(c), benefit
         payments hereunder shall commence not later than sixty (60) days after the later of (i) the date on
         which a Participant reaches his Normal Retirement Date, (ii) the Plan Year in which occurs the tenth
         anniversary of the year in which such Participant commenced participation, or (iii) the Plan Year in
         which such Participant's Employment with the Employer terminates, unless the recipient of the benefit
         agrees otherwise.

(b)      Required Commencement Date - Payment of a Participant's entire interest shall commence as follows (a)
         --------------------------
         any Participant who is a five-percent (5%) owner (within the meaning of section 416(i)(1) of the Code),
         April 1 of the calendar year next following the calendar year in which the Participant attains Age 70 1/2;
         and, (b) as to any other Participant, April 1 of the calendar year next following the later to occur of
         (1) his attainment of Age 70 1/2 or (2) his retirement.

(c)      Period of Distribution - The entire interest of a Participant shall be distributed to the Participant
         -----------------------
         either:  (i) as of the required commencement date as described in Section 5.8(b), or (ii) beginning not
         later than such required commencement date, in accordance with regulations prescribed by the Secretary

Page 27

         of the Treasury, (1) over the life of such Participant or (2) over the lives of the Participant and a
         designated Beneficiary or (3) over a period not exceeding the life expectancy of the Participant or (4)
         over a period not exceeding the life expectancy of the Participant and a designated Beneficiary.  The
         life expectancy of an Employee and Employee's spouse (other than in the case of a life annuity) may be
         redetermined, but not more frequently than annually.  The provisions of Section 401(a)(9) of the Code
         and regulations issued by the Secretary thereunder, including but not limited toss.1.401(a)(9)-2, shall
         override any distribution provision of the Plan to the extent such provision is inconsistent with such
         Section.

5.9      Payment of Benefits of Disabled or Incapacitated Person - Whenever, in the opinion of the Plan
         -------------------------------------------------------
Administrator or its agent, a person entitled to receive any payment of a benefit hereunder is under a legal
disability or is incapacitated in any way so as to be unable to manage his financial affairs, the Plan
Administrator or its agent may direct the Trustee to make payments to such person or to his legal representative
or to a relative or friend of such person for his benefit, or the Plan Administrator or its agent may direct the
Trustee to apply the payment for the benefit of such person in such manner as the Plan Administrator or its agent
considers advisable.  Any payment of a benefit or installment thereof in accordance with the provisions of this
Section shall be a complete discharge of any liability for the making of such payment under the provisions of the
Plan.

5.10     Hardship Withdrawals -
         --------------------

(a)      In General - Except as otherwise provided in the Appendix attached hereto for the Collective Bargaining
         ----------
         Unit to which a Participant belongs, upon the written request of a Participant and upon compliance with
         such further requirements as may be imposed by the Plan Administrator, a hardship withdrawal may be made
         upon the proven financial hardship of a Participant.  Such a hardship withdrawal may be made only up to
         the amount of a Participant's Elective Deferrals, without any earnings on such Elective Deferrals.  Such
         a withdrawal shall be granted only if the Plan Administrator determines that the purpose of the
         withdrawal is to meet a financial hardship as described in subsections (b) and (c) below and the amount
         of the withdrawal does not exceed such financial need.  If a hardship withdrawal is approved under this
         Section 5.10, the Participant will be suspended from making Elective Deferrals to the Plan for twelve
         (12) months.

(b)      Financial Hardship - For purposes of this Section 5.10, "financial hardship" shall mean a Participant's
         ------------------
         immediate and heavy financial need that cannot be met from other reasonably available resources and is
         caused by one or more of the following:

        (i)      Medical expenses incurred as the result of accident or illness incurred by the Participant, or the
                 Participant's spouse or dependents, or necessary for those persons to obtain such medical
                 services;

        (ii)     The cost of purchasing the principal residence of the Participant, excluding mortgage payments;


Page 28


        (iii)    Payment of tuition and related educational fees, including room and board, for the next 12 months of
                 post-secondary education for the Participant, his spouse, or his dependents;

        (iv)     The cost of preventing the Participant's eviction from, or foreclosure on the mortgage of, the
                 Participant's principal residence; or

        (v)      Other unexpected or unusual expenses creating a financial need, as provided in published Internal
                 Revenue Service revenue rulings, notices or other documents of general applicability.

(c)      Determination of Hardship - The Plan Administrator, in making its determination of the existence of a
         -------------------------
         financial hardship, may reasonably rely on the Participant's representation that such need cannot be met
         by:

        (i)      Insurance;

        (ii)     Reasonable liquidation of nonessential assets of the Participant or his or her spouse;

        (iii)    Cessation of the Participant's Elective Deferrals to the Plan or any other plan of the Employer; or

        (iv)     Other distributions or loans from this Plan, or any other plan maintained by the Employer or any prior
                  employer of the Participant or by a loan from any commercial source on reasonable terms.

(d)      Withdrawal From Investment Funds - If the hardship withdrawal shall be less than the entire amount of
         --------------------------------
         the Participant's Elective Deferrals and the Participant's Pre-tax Account shall consist of more than
         one Investment Fund, the amount of the withdrawal approved by the Plan Administrator shall be withdrawn
         pro rata from each Investment Fund (except to the extent otherwise limited by the Investment Fund).

(e)      Amount of Withdrawal - The amount of any hardship withdrawal may not exceed the actual expenses incurred
         --------------------
         by the Participant as a result of the hardship, plus any amounts necessary to pay any federal, state or
         local income taxes or penalties reasonably anticipated to result from the distribution.  The minimum
         amount of a hardship withdrawal shall be one thousand dollars ($1,000) or such other amount as may be
         established by the Plan Administrator from time to time.

(f)      Frequency - Only one hardship withdrawal may be made by a Participant during any calendar year.
         ---------

(g)      Payment of Hardship Withdrawal - Participant requests for hardship withdrawals will be processed and
         ------------------------------
         paid as soon as practical after a fully completed hardship withdrawal request is filed with the Plan
         Administrator.

Page 29


5.11     Loans to Participants - Upon written application of the Participant in such form as may be specified by
         ---------------------
the Plan Administrator, the Plan Administrator may direct the Trustee to make a loan to the Participant.  Except
as otherwise provided in the Appendix attached hereto for the Collective Bargaining Unit to which the Participant
belongs, the application and the resulting loan must meet the terms and conditions specified in the following
provisions of this Section 5.11:

(a)      No more than one (1) loan may be granted to a Participant during any calendar year, nor may the
         Participant have more than one (1) loan outstanding at the same time.

(b)      No loan shall be granted for less than one thousand dollars ($1,000) or such other amount as may be
         determined by the Plan Administrator from time to time.

(c)      The maximum permissible loan available to a Participant shall not exceed the lesser of:

        (i)      fifty thousand dollars ($50,000) reduced by the excess (if any) of:

                                    (1)     the highest outstanding balance of a loan from the Plan during the
                           one (1) year period ending on the day before the date on which the loan was made, over


                                    (2)     the outstanding balance of a loan from the Plan on the date
                           on which such loan was made, or

        (ii)     one-half (1/2) of the present value of the Participant's vested Account balance under the Plan.

(d)      The loan amount shall be withdrawn pro rata from the Participant's various Accounts.  Any such loan
         withdrawals will be prorated among the Investment Funds in which the affected account of the Participant
         is invested (except to the extent otherwise limited by the Investment Fund).

(e)      Interest on any loan hereunder shall be based on a reasonable rate of interest as determined by the Plan
         Administrator.  The interest rate, once fixed, shall remain in effect for the duration of the loan.

(f)      No loan shall be made under this Plan that provides for a repayment period that exceeds 5-years.  The
         repayment schedule of any loan hereunder shall be determined at the time any such loan is made and a
         copy shall be furnished the Trustee.  The Plan Administrator shall have the authority to adopt a loan
         repayment policy (which may provide for minimum weekly or monthly repayment amounts) not inconsistent
         with the Treasury Regulations, which policy shall be applied uniformly to all Participants.  Repayment
         of any loan shall be by payroll deduction (or with Plan Administrator consent by a lump sum payment for
         final loan payments).  Except as may be provided in regulations, each loan to which this Section 5.11

Page 30

         applies must provide for a substantially level amortization of the loan with payments being made not
         less frequently than quarterly.

(g)      The loan shall be collateralized by a portion of the borrowing Participant's Account, equal to the
         lesser of:  (i) the amount of the loan, or (ii) fifty percent (50%) of the Participant's Account.

(h)      A loan shall be in default if the Participant fails to make any payment when due or if there occurs such
         other circumstances as may be prescribed by the Plan Administrator.  However, for purposes of
         determining when a loan is in default, the Plan Administrator shall have the authority to adopt a
         grace-period policy not inconsistent with that permitted by the Treasury Regulations.  If a loan is in
         default, execution on the defaulting Participant's Account shall be accomplished when and to the extent
         the Account is distributed to the Participant, or at such other time deemed necessary by the Plan
         Administrator to prevent a loss to the Plan and which is consistent with the Code and applicable
         regulations. Loan repayments will be suspended during a leave of absence due to military service under
         the Plan as permitted under Section 414(u) of the Code.

(i)      If a Participant terminates Employment, any loan outstanding to the Participant shall become immediately
         due and payable to the Plan.  If the portion of a Participant's Account securing his loan otherwise
         becomes payable to the Participant hereunder (for any reason other than a hardship withdrawal), such
         loan shall become due to the extent that portion of the Account is to be distributed.  In either case,
         the amount of the loan that is due shall be satisfied by applying against it the portion of the
         Participant's Account that secures the loan.  The Participant's Account shall be correspondingly reduced
         prior to making the distribution to or on behalf of the Participant.

(j)      Loans shall be held by the Trustee as a segregated investment of the borrowing Participant's Account and
         any loan principal and interest payments thereon shall be credited solely to such borrowing
         Participant's Account and be invested in accordance with the Participant's then current investment
         election.

(k)      Participant's requests for loans shall be processed as soon as practical after a fully completed loan
         request is filed with the Plan Administrator.  In accordance with rules established by the Plan
         Administrator, loan initiation charges and annual loan maintenance fees may be charged against the
         Participant's Account.

(l)      Loans made pursuant to this Section 5.11 shall be available only to Participants who are actively
         Employed by the Employer.

5.12     Direct Transfer of Eligible Rollover Distributions -
         --------------------------------------------------

(a)      Notwithstanding any provision of the Plan to the contrary, a Distributee may elect, at the time and in
         the manner prescribed by the Plan Administrator, to have any portion of an Eligible Rollover
         Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct
         Rollover.

Page 31


(b)      For the purposes of this Section 5.12, the following definitions shall apply:

        (i)      "Eligible Rollover Distribution" shall mean any distribution of all or any portion of the balance to the
                  credit of the Distributee, except that an Eligible Rollover Distribution shall not include any
                  distribution that is one of a series of substantially equal periodic payments (not less
                  frequently than annually) made for the life (or life expectancy) of the Distributee or the
                  joint lives (or joint life expectancies) of the Distributee and the Distributee's designated
                  beneficiary, or for a specified period of 10 years or more; any distribution to the extent such
                  distribution is required under Section 401(a)(9) of the Code; any hardship distribution
                  described in Section 401(k)(2)(B)(i)(IV) of the Code; or the portion of any distribution that
                  is not includible in gross income (determined without regard to the exclusion for net
                  unrealized appreciation with respect to employer securities).

        (ii)     "Eligible Retirement Plan" shall mean an individual retirement account described in Section 408(a) of
                  the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity
                  plan described in section 403(a) of the Code, or a qualified trust described in Section 401(a)
                  of the Code, that accepts the Distributee's Eligible Rollover Distribution.  However, in the
                  case of an Eligible Rollover Distribution to the surviving spouse, an Eligible Retirement Plan
                  shall mean only an individual retirement account or individual retirement annuity.

        (iii)    "Distributee" shall mean an Employee or former Employee.  In addition, the Employee's or former
                  Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who
                  is the alternate payee under a qualified domestic relations order, as defined in Section 414(p)
                  of the Code, are Distributes with regard to the interest of the spouse or former spouse.

        (iv)     "Direct Rollover" shall mean a payment to the Eligible Retirement Plan specified by the Distributee
                  either by transfer from the Plan, or by delivery of the distribution check by the Distributee,
                  provided such check is made out in a manner to ensure that it is negotiable only by the trustee
                  of the Eligible Retirement Plan.

(c)      The Employer will provide the Participant a written notice as required by Section 402(f) of the Code
         which provides a general description of the Distributee's distribution options and notice of the
         Distributee's other rights, if any, to defer receipt of the distribution.  Such notice will be given
         within the time period specified in Reg.ss.1.411(a)-11(c); provided, however, that if the distribution is
         one to which Code Sections 401(a)(11) and 417 of the Code do not apply, such distribution may commence
         less than 30 days after the required notice is given, provided that

        (i)      the Plan Administrator clearly informs the Participant that the Participant has a right to a period of


Page 32

                 at least 30 days after receiving the notice to consider the decision of whether or not to elect
                 a distribution (and, if applicable, a Participant distribution option), and

        (ii)     the Participant, after receiving the notice, affirmatively elects a distribution.

5.13     Withdrawals From Participant's Rollover Contribution Account - Upon prior written notice to the Plan
         ------------------------------------------------------------
Administrator, a Participant may withdraw all, but not less than all, of his Rollover Account balance.  Any
expenses resulting from the withdrawal will be deducted from the withdrawal.

5.14     Withdrawals After Age 59-1/2 - Except as otherwise provided in the Appendix attached hereto for the
         ----------------------------
Collective Bargaining Unit to which the Participant belongs, a Participant who has attained age 59-1/2 may
withdraw all or any portion of his vested Account by notifying the Plan Administrator in accordance with the
procedures and requirements established by the Plan Administrator from time to time.  Only one such withdrawal
may be made in any calendar year, the withdrawal must be in a lump sum, and all such withdrawals will be paid in
cash.

5.15     Qualified Domestic Relations Orders - In the event the Plan Administrator receives a domestic relations
         -----------------------------------
order which it determines to be a qualified domestic relations order, the Plan shall pay such benefit to the
prescribed alternate payee at such time and in such form, as shall be described in the qualified domestic
relations order and permitted under the Plan.  Unless otherwise provided in the qualified domestic relations
order, the amount paid to the alternate payee (i) will be withdrawn pro rata from all of the Participant's
accounts and pro rata from the Investment Funds in which each affected account of the Participant is invested
(excluding any outstanding loan amount), (ii) shall be paid in the form of a lump sum, and (iii) shall be
distributed as soon as administratively practicable following receipt of such qualified domestic relations order
and the determination that such order satisfies the requirements of Section 414(p) of the Code.  The amount of
the payment to an alternate payee shall not include earnings, interest or any other form of investment proceeds
for the period between the Valuation Date as of which the amount of distribution is determined and the date
payment of that distribution is made.  If a Participant's Account is partially paid or payable to an alternate
payee, the Participant's remaining portion of his Account shall be reduced accordingly and shall be subject to
the distribution provisions of this Article 5.

5.16     No Other Benefit or Withdrawals - Except as expressly provided for in this Article V, for so long as
         -------------------------------
this Plan continues in effect no individual, whether a Participant, former Participant, Beneficiary or otherwise,
shall be entitled to any distribution or withdrawal of funds from the Trust Fund.


                                                   ARTICLE VI


                                           DESIGNATION OF A BENEFICIARY
                                           ----------------------------
         The Participant's entire interest in the Plan at his death, if any, shall be paid to such Participant's

Page 33

surviving spouse (if such spouse is then living) unless prior to the Participant's death, the surviving spouse
consents in a writing witnessed by a Plan representative or a notary public to permit the Participant to
designate a person other than the surviving spouse as the Participant's Beneficiary.  This provision shall not
apply where it is established to the satisfaction of the Plan Administrator that such consent cannot be obtained
because there is no surviving spouse, because the surviving spouse cannot be located, or because of such other
circumstances as may be permitted by the regulations.  The Plan Administrator shall provide to each Participant
within a reasonable time before such Participant is entitled to receive benefits, a written explanation of the
Participant's spouse's right to waive the surviving spouse benefits described in this Article VI.

         Subject to the foregoing, each Employee becoming a Participant hereunder shall designate in writing, in
such form and manner as shall be prescribed by such rules and regulations as the Plan Administrator may
promulgate in this connection, a Beneficiary or Beneficiaries of any interest under this Trust which may be
payable with respect to such Participant in the event of his death before or after retirement, or otherwise after
termination of Employment, which designation may include the designation of an alternate Beneficiary or
Beneficiaries.  Subject also to such rules and regulations as the Plan Administrator may promulgate, a
Participant may from time to time change such designation of Beneficiary or Beneficiaries (or alternate
Beneficiary or Beneficiaries).  In the event benefits become payable upon the death of a Participant and no
Beneficiary has been properly designated as above provided, or if the designated Beneficiary or Beneficiaries
shall have predeceased him, such benefits shall be payable in full to the surviving spouse of the Participant,
and if he has no surviving spouse, to the Participant's personal representative or estate.


                                                   ARTICLE VII

                                                  ADMINISTRATION
                                                  --------------
7.1      Allocation of Responsibility Among Fiduciaries for Plan and Trust Administration - The Fiduciaries shall
         --------------------------------------------------------------------------------
have only those specific powers, duties, responsibilities, and obligations as are specifically given or delegated
to them under this Plan and Trust.  The Corporation and the Employer shall have the sole responsibility for
making the contributions under the Plan as specified in Article III, and the Corporation shall have the sole
authority to appoint and remove the Plan Administrator, any Trustee or Trustees, and any investment manager which
may be provided for under the Trust Agreement, and to amend or terminate, in whole or in part, this Plan.  The
Plan Administrator shall have the sole responsibility for the administration of the Plan.  The Trustee shall have
the sole responsibility for the administration of the Trust and the management of the assets held under the
Trust, except where an investment manager has been appointed or where Participants direct the investment of their
Accounts, all as specifically provided in Article VIII below.  Each Fiduciary warrants that any directions given,
information furnished, or action taken by it shall be in accordance with the provisions of the Plan authorizing
or providing for such direction, information or action.  Furthermore, each Fiduciary may rely upon any direction,
information or action of another Fiduciary as being proper under this Plan, and is not required under this Plan
to inquire into the propriety of any direction, information or action.  It is intended under this Plan that each
Fiduciary shall be responsible for the proper exercise of its own powers, duties, responsibilities and

Page 34

obligations under this Plan and shall not be responsible for any act or failure to act of another Fiduciary.  No
Fiduciary guarantees the Trust in any manner against investment loss or depreciation in asset value.  Whenever a
notice or election is required to be given hereunder by a Participant to the Plan Administrator or the Trustee,
such notice or election may be given to an agent designated for such purpose by such entity.

7.2      Administration - The Plan shall be administered by the Plan Administrator.  Except where a committee has
         --------------
been appointed or where the Corporation has otherwise delegated some or all of its duties as Plan Administrator,
the Corporation shall perform the responsibilities of the Plan Administrator.  The Plan Administrator may appoint
or employ persons to assist in the administration of the Plan and may appoint or employ any other agents it deems
advisable, including legal counsel, actuaries, auditors, bookkeepers and recordkeepers to serve at the Plan
Administrator's direction.

7.3      Claims Procedure - The Plan Administrator shall have the exclusive discretionary power to construe and
         ----------------
interpret the Plan, and to determine all questions that may arise thereunder relating to (a) the eligibility of
individuals to participate in the Plan, (b) the amount of benefits to which any Participant or Beneficiary may
become entitled hereunder, and (c) any situation not specifically covered by the provisions of the Plan, and the
Plan Administrator's decisions on such matters shall be final and binding on all parties.  Any interpretation or
determination made pursuant to such discretionary authority will be upheld on judicial review, unless it is shown
to be in abuse of discretion (i.e. arbitrary and capricious).  If a request for a Plan distribution by a
Participant or Beneficiary is wholly or partially denied, the Plan Administrator will provide such claimant a
comprehensible written notice setting forth:

        (a)      The specific reason or reasons for such denial;

        (b)      Specific reference to pertinent Plan provisions on which the denial is based;

        (c)      A description of any additional material or information necessary for the claimant to submit to perfect
                 the claim and an explanation of why such material or information is necessary;

        (d)      A description of the Plan's claim review procedure.  The review procedure is available upon written
                 request by the claimant to the Plan Administrator, or the designated party, within 60 days after receipt
                 by the claimant of written notice of the denial of the claim, and includes the right to examine
                 pertinent documents and submit issues and comments in writing to the Plan Administrator, or the
                 designated party.  The decision on review will be made within 60 days after receipt of the request for
                 review, unless circumstances warrant an extension of time not to exceed an additional 60 days, and shall
                 be in writing and drafted in a manner calculated to be understood by the claimant, and include specific
                 reasons for the decision with references to the specific plan provisions on which the decision is
                 based.  If a decision on review is not made within such period, the Participant's claim shall be deemed
                 denied.

Page 35

7.4      Records and Reports - The Corporation, the Employer, the Plan Administrator, and the Investment
         -------------------
Committee shall exercise such authority and responsibility as it deems appropriate in order to comply with ERISA
and government regulations issued thereunder relating to records of Participants' service and benefits;
notifications to Participants; reports to, or registration with, the Internal Revenue Service; reports to the
Department of Labor; and such other documents and reports as may be required by ERISA.

7.5      Other Administrative Powers and Duties - The Plan Administrator shall have such powers and duties as may
         --------------------------------------
be necessary to discharge its functions hereunder, including:

        (a)      to construe and interpret the Plan, decide all questions of eligibility and determine the amount, manner
                 and time of payment of any distributions hereunder (benefits under the Plan will be provided only if the
                 Plan Administrator decides in its discretion that the Participant or other applicant is entitled to
                 them);

        (b)      to prescribe procedures to be followed by Participants or Beneficiaries filing applications for
                 distributions;

        (c)      to prepare and distribute, in such manner as the Plan Administrator determines to be appropriate,
                 information explaining the Plan, which shall include providing Participants not less frequently than
                 annually with periodic statements of their accounts;

        (d)      to receive from Employees and agents and from Participants such information as shall be necessary for
                 the proper administration of the Plan;

        (e)      to receive, review and keep on file (as it deems convenient or proper) reports of the financial
                 condition, and of the receipts and disbursements, of the Trust from the Trustee (or any investment
                 manager);

        (f)      to appoint or employ individuals or other parties to assist in the administration of the Plan and any
                 other agents it deems advisable, including accountants, legal counsel, bookkeepers and recordkeepers; and

        (g)      to designate or employ persons to carry out any of the Plan Administrator's fiduciary duties or
                 responsibilities under the Plan.

7.6      Authorization of Benefit Distributions - The Plan Administrator or its agent shall issue directions to
         --------------------------------------
the Trustee concerning all distributions which are to be made from the Trust pursuant to the provisions of the
Plan, and shall warrant that all such directions are in accordance with this Plan.

7.7      Application and Forms for Distributions - The Plan Administrator may require a Participant to complete
         ---------------------------------------
and file with the Plan Administrator an application for a distribution, and all other forms approved by the Plan
Administrator, and to furnish all pertinent information requested by the Plan Administrator.  When making a
determination or calculation, the Plan Administrator shall be entitled to rely upon information furnished by a
Participant or Beneficiary, the legal counsel of the Plan Administrator, or the Trustee.

Page 36

7.8      Notices to Trustee - All notices from the Plan Administrator or any investment manager to the Trustee
         ------------------
shall be in writing, and the Trustee may rely thereon in carrying out its duties and responsibilities hereunder.

7.9      Indemnification of the Plan Administrator - No member of the Plan Administrator (of a Committee or
         -----------------------------------------
individual) shall be liable for any act or omission of any other member of the Plan Administrator (as
applicable), or for any act or omission on his own part, excepting only his own willful misconduct, or unless
such liability is imposed by ERISA.  The Corporation shall indemnify and hold harmless each member of the Plan
Administrator against any and all expenses and liabilities arising out of his membership on the Plan
Administrator, except expenses and liabilities arising out of his own willful misconduct, or unless such
indemnification is not permissible under ERISA.  The Corporation shall be entitled to defend or maintain, either
in its own name or in the name of the Plan Administrator, or in the name of any member thereof, any suit or
litigation arising hereunder with respect to such Plan Administrator or any member thereof, and may employ its
own counsel.

7.10     Expenses of Plan - All usual and reasonable expenses of maintaining, operating and administering the
         ----------------
Plan, including the expenses of the Plan Administrator and the Trustee, shall be paid from the Trust (whether
directly or by reimbursement to the Corporation or the Employer), except to the extent the Employer or the
Corporation elects to pay such expenses.


                                                   ARTICLE VIII

                                            INVESTMENT OF CONTRIBUTIONS
                                            ---------------------------
8.1      Trust - All assets of and contributions to the Plan shall be held in trust by the Trustee, pursuant to
         -----
the terms of the agreement entered into between the Corporation and the Trustee, the terms of which are
specifically incorporated by reference into this document.  The Trustee shall hold and manage the assets of the
Plan, subject to the right of the Corporation to appoint an investment manager for all or any portion of the
Trust Fund and to the right of Participants to direct the investment of their Accounts in accordance with Section
8.2 below.  It is expressly permissible under the Plan for Trust assets to be invested in qualifying employer
securities, as that term is defined in Section 407(d)(5) of ERISA, up to and including 50% of the total Trust
assets.  If NSI Common Stock is purchased other than on the open market, it will be valued in good faith and
based on all relevant factors.

8.2      Participant Directed Investments - In accordance with the rules set forth in this Section 8.2, a
         --------------------------------
Participant's Account shall be subject to the investment direction of the Participant.

(a)      In General - A Participant shall direct the investment, or change the direction of the investment, of
         ----------
         the amounts credited to his Account by communicating such direction to the Plan Administrator (or its
         agent) in writing on forms provided by the Plan Administrator or through a telephone enrollment system
         provided for such purpose (or through any other method made available by the Plan Administrator), in
         accordance with such rules as may be established by the Plan Administrator.

Page 37

                  Any investment direction submitted by a Participant must specify, in 1% increments, the
         percentage of his Accounts and ongoing contributions to be invested in one or more of the separate
         Investment Funds set forth in Section 8.2(b) and must specify whether such investment instructions apply
         to existing Account balances, future contributions, or both.  If a Participant fails to submit a
         statement of direction properly directing the investment of 100% of his Account, any portion not
         properly directed shall be invested in the Investment Fund designated by the Plan Administrator for such
         undirected amounts.

                  Subject to the right of the Plan Administrator to limit changes for administrative or other
         reasons, a Participant will be able to change his investment election at any time on a daily basis
         (except where a specific Investment Fund limits the number of exchanges permitted during any Plan Year,
         as specified in the information relating to such Investment Fund).  A Participant's investment
         instruction shall take effect as soon as administratively practicable after the instruction is given.

(b)      Investment Options - A minimum of three (3) Investment Funds offering a broad range of investment
         ------------------
         alternatives will be offered.  The separate Investment Funds made available under the Plan may be
         changed, eliminated, or modified from time to time by the Investment Committee (or its designee).

(c)      Participant Responsible for Investment - The Participant will have the sole responsibility for the
         --------------------------------------
         investment of his Account among the available Investment Funds, and no fiduciary or other person will
         have any liability for any loss or diminution in value resulting from a Participant's exercise of such
         investment responsibility.  It is intended that Section 404(c) of ERISA will apply to a Participant's
         exercise of investment responsibilities under this Plan and that the Plan Administrator will take all
         actions required to comply with the provisions of Section 404(c) of ERISA.

(d)      Valuation - As of each Valuation Date, the Plan Administrator and the Trustee shall determine the fair
         ---------
         market value of the Investment Funds, and the gain or loss experienced by each such Fund since the
         immediately preceding Valuation Date, and allocate such amounts among the Participants' Accounts in the
         appropriate manner.

(e)      Account Statements - The Plan Administrator shall provide each Participant with a statement of the value
         ------------------
         of his Accounts within the Investment Funds maintained under this Plan.  In no event shall such
         statements be furnished less frequently than once each year.

8.3      Voting Rights -
         -------------

(a)      Voting as Directed by Participants -  Notwithstanding anything in the Plan to the contrary, each
         ----------------------------------
         Participant who timely provides instructions to the Trustee shall be entitled to direct the Trustee how
         to vote on any shares of NSI Common Stock allocated to his Account (the "Allocated Shares") with respect
         to any matter for which shareholder approval is required.  The voting instructions of the Participant
         shall be transmitted to the Trustee by the Participant either directly or through an entity providing

Page 38

         service to the Plan. Reasonable means shall be employed to provide confidentiality with respect to the
         directions by such Participant and such directions shall be held in confidence and shall not be divulged
         or released to any person, including the Corporation or any director, officer, employee, or agent of the
         Corporation, it being the intent of this provision to ensure that the Corporation (and its directors,
         officers, employees, and agents) cannot determine the direction given by any Participant.  Such
         instructions shall be in such form and shall be filed in such manner and at such time as the Trustee and
         the Plan Administrator may prescribe.

(b)      Voting by Investment Committee - The Investment Committee shall be entitled to direct the Trustee to
         ------------------------------
         vote, on any matter for which shareholder approval is required, (i) except as limited by Section 404(c)
         of ERISA, Allocated Shares with respect to which the Trustee received no timely voting instructions from
         Participants; and (ii) shares of NSI Stock held by the Trustee and not allocated to Participants'
         Accounts (the "Unallocated Shares").  In exercising its voting rights under this section, the Investment
         Committee, based upon such information as may be provided to it by the Trustee, shall take into account
         the manner in which Participants voted the Allocated Shares.

(c)      Obligations of the Corporation - The Corporation shall use its reasonable best efforts, in conjunction
         ------------------------------
         with the Plan Administrator, the Investment Committee and the Trustee, to cause to be delivered to each
         Participant on a timely basis all proxy materials, notices and information as are furnished to the
         Corporation's stockholders in respect of the exercise of voting rights, together with forms by which the
         Participant may confidentially instruct the Trustee, or revoke such instruction, with respect to shares
         of NSI Common Stock allocated to his Account.

8.4      Tender or Exchange Offer for NSI Common Stock -
         ---------------------------------------------

(a)      The provisions of this Section 8.4 shall apply in the event any person, either alone or in conjunction
         with others, makes a tender offer, or exchange offer, or otherwise offers to purchase or solicits an
         offer to sell to such person one percent or more of the outstanding shares of NSI Common Stock (herein
         referred to as a "Tender Offer").

(b)      The Trustee may not take any action in response to a Tender Offer except as otherwise provided in this
         Section 8.4.  Each Participant shall have the right to direct the Trustee to sell, offer to sell,
         exchange, or otherwise dispose of the shares of NSI Common Stock allocated to his Account (the
         "Allocated Shares") in accordance with provisions, conditions and terms of such Tender Offer and the
         provisions of this Section.  The tender directions of the Participant shall be transmitted to the
         Trustee by the Participant, either directly or through an entity providing services to the Plan.
         Reasonable means shall be employed to provide confidentiality with respect to the tendering direction by
         such Participant and such directions shall be held in confidence and shall not be divulged or released
         to any person, including the Corporation or any director, officer, employee, or agent of the
         Corporation, it being the intent of this provision to ensure that the Corporation (and its directors,
         officers, employees, and agents) cannot determine the tendering direction given by any Participant.
         Such instructions shall be in such form and shall be filed in such manner and at such time as the
         Trustee and the Plan Administrator may prescribe.

Page 39

(c)      A Participant who has directed the Trustee to tender or exchange the Allocated Shares in his Account
         may, at any time prior to the tender or exchange offer withdrawal date, or such earlier date as
         established by the Trustee and the Plan Administrator, instruct the Trustee to withdraw, and the Trustee
         shall withdraw, such Allocated Shares from the tender or exchange offer prior to the withdrawal
         deadline. The Trustee and the Plan Administrator may impose reasonable limits on the number of
         instructions to tender or exchange or withdraw which a Participant may give to the Trustee.

(d)      The Trustee shall sell, offer to sell, exchange, or otherwise dispose of the Allocated Shares with
         respect to which it has received directions to do so under this Section and which have not been
         withdrawn.  The proceeds of a disposition directed by a Participant shall be allocated to each of such
         Participant's accounts in proportion to the number of shares of NSI Common Stock in each of the accounts
         which the Participant instructed the Trustee to sell, exchange or otherwise dispose of.

(e)      To the extent to which Participants do not instruct the Trustee or do not issue valid directions to the
         Trustee to sell, offer to sell, exchange, or otherwise dispose of the Allocated Shares, such
         Participants shall be deemed to have directed the Trustee that such shares of NSI Common Stock remain in
         their Accounts, subject to all provisions of the Plan.

(f)      The Investment Committee shall make the determination whether to sell, offer to sell, exchange, or
         otherwise dispose of the Unallocated Shares and direct the Trustee with respect to the disposition of
         such Unallocated Shares.  In making its determination, the Investment Committee, based upon such
         information as may be provided to it by the Trustee, shall take into account the tender or exchange
         directions given by Participants with respect to the Allocated Shares.  The proceeds of a disposition of
         Unallocated Shares shall be held by the Trustee subject to the provisions of the Plan and Trust and any
         applicable loan agreement.

(g)      The Corporation shall use its reasonable best efforts, in conjunction with the Trustee, the Investment
         Committee, and the Plan Administrator, to cause to be delivered to each Participant on a timely basis
         all materials, notices, and information as are furnished to the Corporation's stockholders in respect of
         the exercise of tender or exchange rights, together with forms by which the Participant may
         confidentially instruct the Trustee, or revoke a prior instruction, with respect to shares of NSI Common
         Stock allocated to his Account.  Any Trustee instruction form shall prominently note that a failure to
         return such form within a specified reasonable period of time shall be deemed to be a direction to the
         Trustee not to tender or exchange shares of NSI Common Stock allocated to the Participant's Account.

(h)      Notwithstanding the foregoing provisions of this Section 8.4, the Trustee, after consultation with the

Page 40

         Investment Committee, shall have the right to change or modify its actions hereunder to the extent such
         change or modification is mandated by the terms of any valid order of a court of competent jurisdiction.

                                                    ARTICLE IX

                                               AMENDMENT OF THE PLAN
                                               ---------------------
         The Corporation shall have the right at any time by instrument in writing, duly executed and
acknowledged and delivered to the Trustee, to modify, alter or amend the Plan in whole or in part, provided,
however, that any benefits which have actually accrued and become payable hereunder shall not be affected thereby.

         No amendment shall be made which shall cause or authorize any part of the Trust Fund to revert or be
refunded to the Employer or to be used for or diverted to purposes other than the exclusive and sole benefit of
the Participants or their Beneficiaries (other than such part as is required to pay taxes and expenses of
administration).  No amendment shall be made to the Plan which shall eliminate or reduce an early retirement
benefit or eliminate an optional form of benefit provided under the Plan with respect to benefits accrued as of
the date of such amendment.  The Corporation shall have the limited right to amend the Plan at any time,
retroactively or otherwise, in such respects and to such extent as may be necessary to qualify it under existing
and applicable laws and regulations so as to permit the full deduction for tax purposes of the Employer
contributions made hereunder, and if and to the extent necessary to accomplish such purpose may by such amendment
decrease or otherwise affect the rights of Participants to benefits which have actually accrued and become
payable hereunder, notwithstanding any provision herein to the contrary.

         No amendment to the vesting provisions shall deprive a Participant of his nonforfeitable right accrued
before to the date of any such amendment.  In the event an amendment is adopted which changes the vesting
provisions contained in Article V, each Participant with at least three (3) Years of Service with the Corporation
may elect to have his non-forfeitable percentage computed under the Plan without regard to such amendment.  Such
election may be made in writing to the Plan Administrator any time after the adoption of any such amendment,
provided, however, that the election period shall end no earlier than the latest of 60 days following (i) the
date the amendment is effective, (ii) the date the amendment was adopted, or (iii) the date the Participant is
given written notification of the amendment by the Corporation or Plan Administrator.

                                                    ARTICLE X

                                        DISCONTINUANCE OF CONTRIBUTIONS AND
                                        -----------------------------------
                                              TERMINATION OF THE PLAN
                                              -----------------------

10.1     Intention to Continue Plan - The Plan herein provided for has been established by the Corporation with
         --------------------------
the bona fide intention that it shall be continued in operation indefinitely and that the Employer's
contributions hereunder shall continue for an indefinite period.  However, the Corporation reserves the right at

Page 41


any time to discontinue contributions or to terminate the Plan.

10.2     Termination or Partial Termination of Plan - Should the Corporation decide to terminate or partially
         ------------------------------------------
terminate the Plan, the accounts of all Participants affected thereby, subject to item (ii) of this Section,
shall become fully vested and nonforfeitable.  The Trustee shall be notified of any termination or partial
termination in writing and shall proceed at the direction of the Plan Administrator to liquidate the assets of
the Trust.  Upon termination of the Plan by the Corporation, the Corporation and the Employer shall not
thereafter make any further contributions under the Plan, and no amount shall thereafter be payable under the
Plan to or in respect of any Participants then Employed by such Employer, except as provided in this Article or
except as amounts may become payable under the Plan as a result of such Participants continuing their
participation in the Plan as a result of being Employed by other participating Employers.  To the maximum extent
permitted by ERISA, transfers, distributions or other dispositions of assets of the Plan as provided in this
Article shall constitute a complete discharge of all liabilities under the Plan.  Promptly upon any such
termination the Trustee shall (i) pay any due and accrued expenses and liabilities of the Trust and any expenses
involved in the termination of the Plan and appropriately adjust, as may be required, all accounts of
Participants for such expenses and charges; and (ii) adjust for income, gains and losses in the Trust to such
termination date in the manner described in Section 4.3 hereof as if such termination date was an Annual
Valuation Date.  The interest of each such Participant who is then Employed by such Employer in the adjusted
amount then credited to his Employer Contribution Accounts shall be nonforfeitable as of such date.  The full
current value of each adjusted account shall be paid, transferred, or otherwise distributed from the Trust to or
on behalf of the Participant for whom such account is maintained, as determined by the Plan Administrator.

         In the event of a partial termination of the Plan, the payments, adjustments and distributions described
above shall also be made, but only with respect to the portion of the Plan being terminated.

         In the event of a complete discontinuance by the Corporation and the Employer of the contributions to be
made by it hereunder, the rights of each Participant to amounts credited to his account at such time shall become
nonforfeitable.

         Termination or partial termination of the Plan shall not affect the payment of benefits, in accordance
with Article V hereof, from the Trust except as specifically provided herein, nor shall such funds thereafter be
divested by reason of any provision hereof.

10.3     Discontinuance of Contributions - In the event of a complete discontinuance by the Corporation and the
         -------------------------------
Employer of the contributions to be made by it hereunder, the accounts of Participants shall be treated, and the
rights of Participants shall be, as if the Plan was terminated as contemplated under Section 10.2 on the
effective date of such discontinuance or the date such discontinuance is deemed to have been effective,
including, but not limited to, nonforfeitability of all amounts credited to the Employer Contribution Accounts of
Participants who are then Employed by such Employer.

Page 42

         The mere suspension of a contribution for a year or years during which the Corporation and the Employer
earns profits shall not in itself be deemed a discontinuance within the meaning of this Section, unless such
suspension shall be deemed to have ripened into a discontinuance under the applicable provisions of the Code, any
valid regulations promulgated thereunder or any rulings properly interpreting and applying same.

10.4     Internal Revenue Service Approval - Notwithstanding the foregoing, unless the Plan Administrator
         ---------------------------------
otherwise directs, in the event the Plan is terminated or contributions are completely discontinued, no
distribution from the Plan shall be required until such time as the Internal Revenue Service shall have
determined in writing that such termination or discontinuance will not adversely affect the qualification of the
Plan

                                                    ARTICLE XI

                                                   MISCELLANEOUS
                                                   -------------
11.1     Participants' Rights; Acquittance - Except to the extent required or provided for by mandatorily imposed
         ---------------------------------
law as in effect and applicable hereto from time to time, neither the establishment of the Trust hereby created,
nor any modification thereof, nor the creation of any fund or account, nor the payment of any distributions,
shall be construed as giving to any Participant or other person any legal or equitable right against the
Corporation or the Employer, or any officer or employee thereof, or the Trustee or the Plan Administrator except
as herein provided; nor shall any Participant have any legal right, title or interest in this Trust or any of its
assets, except in the event and to the extent that amounts may actually be distributable to him hereunder, and
the same limitations shall be applicable with respect to distributions upon death which may be payable to the
Beneficiaries of a Participant.  Under no circumstances shall the terms of Employment of any Participant be
modified or in any way affected hereby.  This Plan and Trust shall not constitute a contract of Employment nor
afford any individual any right to be retained in the employ of the Corporation or the Employer.

11.2     Spendthrift Clause - To the extent permitted by law, Participants are prohibited from anticipating,
         ------------------
encumbering, alienating or assigning any of their rights, claims or interest in this Trust or in any of the
assets thereof, and no undertaking or attempt to do so shall in any way bind the Plan Administrator or the
Trustee or be of any force or effect whatsoever.  Furthermore, to the extent permitted by law, no such rights,
claims or interest of a Participant in this Trust or in any of the assets thereof shall in any way be subject to
such Participant's debts, contracts or engagements, nor to attachment, garnishment, levy or other legal or
equitable process; provided, however, anything to the contrary herein notwithstanding, to the extent permissible
under applicable law, a Participant's interest hereunder is subject to all bona fide and existing debts owed by
such Participant to the Plan and Trust, if any, and upon such Participant or the Beneficiary of such Participant
becoming entitled to receive a distribution hereunder, the Trustee, if it shall prior to disbursement have
received certified notice or confirmation from the Plan Administrator in such form as it may reasonably require
of the fact and amount of such indebtedness, shall pay first from the distribution so payable the amount of such
indebtedness to the Plan and Trust with the remainder, if any, being payable as otherwise provided herein.

Page 43

         The foregoing provision against the assignment of a Participant's right in the Plan shall not apply in
the case of a qualified domestic relations order which is determined by the Plan Administrator to meet the
requirements of Section 414(p) of the Code.

         In any action or proceeding involving the Trust Fund, or any property constituting part or all thereof,
or the administration thereof, the Corporation, the Plan Administrator, and the Trustee shall be the only
necessary parties and no employees or former employees of the Corporation or their beneficiaries or any other
person having or claiming to have an interest in the Trust Fund or under the Plan shall be entitled to any notice
or service of process.

         Any final judgment which is not appealed or appealable that may be entered in any such action or
proceeding shall be binding and conclusive on the parties hereto, the Plan Administrator, the Trustee and all
persons having or claiming to have any interest in the Trust Fund or under the Plan.

11.3     Qualification of Plan as a Condition - The adoption and establishment of the Plan is based upon the
         ------------------------------------
condition subsequent that it shall be approved and qualified by the Internal Revenue Service as meeting the
requirements of the Internal Revenue Code and regulations issued thereunder with respect to employees' plans and
trusts, including a salary reduction arrangement, so as to permit, among other incidents to such qualified plans,
the Corporation and the Employer to deduct for income tax purposes the amount of its contributions to the Plan as
set forth herein, and so that such contributions will not be taxable at the time of contribution to the
Participants as income.  Therefore, if when this Plan is submitted for qualification and approval by the Internal
Revenue Service, the Internal Revenue Service rules that the Plan does not meet the qualification requirements of
the Internal Revenue Code for the purposes specified in the preceding sentence, and the deficiencies precluding
qualification may not be corrected by amendment effective as of the Effective Date, then regardless of any other
provision herein contained, this Plan shall be and become null and void ab initio, and any contributions under
the Plan for any fiscal year of the Corporation commencing on or after the Effective Date shall be returned to
the Corporation or the Employer for the benefit of the Employees on whose behalf the contribution was made to the
Trust.

11.4     Successor to the Corporation - In the event of the dissolution, merger, consolidation or reorganization
         ----------------------------
of the Corporation, provision may be made by which the Plan and Trust will be continued by the successor; and, in
that event, such successor shall be substituted for the Corporation under the Plan.  The substitution of the
successor shall constitute an assumption of Plan liabilities by the successor and the successor shall have all
the powers, duties and responsibilities of the Corporation under the Plan.

11.5     Transfer of Plan Assets - In the event of any merger or consolidation of the Plan with, or transfer in
         -----------------------
whole or in part of the assets and liabilities of the Trust Fund to another trust fund, held under any other plan
of deferred compensation maintained or to be established for the benefit of all or some of the Participants of
this Plan, the assets of the Trust Fund applicable to such Participants shall be transferred to the other trust
fund only if:

(a)      Each Participant would, if either this Plan or the other plan then terminated, receive a benefit
         immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he

Page 44

         would have been entitled to receive immediately before the merger, consolidation or transfer, if the
         Plan had then terminated;

(b)      Resolutions of the Board of Directors of the Corporation, shall authorize such transfer of assets; and,
         in the case of the new or successor employer of the affected Participants, its resolutions shall include
         an assumption of liabilities with respect to such Participant's inclusion in the new employer's plan; and

(c)      Such other plan and trust are qualified under Sections 401(a) and 501(a) of the Internal Revenue Code.

11.6     Delegation of Authority by the Corporation - Whenever the Corporation under the terms of this Agreement
         ------------------------------------------
is permitted or required to do or perform any act or matter or thing, it may be done and performed by any officer
or individual thereunto duly authorized by the Board.

11.7     Construction of Agreement - This Plan shall be construed and administered according to the provisions of
         -------------------------
ERISA, and its validity and enforceability shall be determined under such law.  In the event ERISA is not
applicable or does not preempt state law, the laws of the State of Georgia shall apply.

11.8     Headings - The headings of Sections and Subsections are for ease of reference only and shall not be
         --------
construed to limit or modify the detailed provisions hereof.

                                                   ARTICLE XII

                                             TOP-HEAVY PLAN PROVISIONS
                                             -------------------------
12.1     Application - In the event that the Plan is determined to be a Top-Heavy Plan as hereinafter defined,
         -----------
this Article XII shall become effective as of the first day of the Plan Year in which the Plan is a Top-Heavy
Plan.

12.2     Definitions -
         -----------

(a)      Top Heavy Compensation - For purposes of this Section of the Plan, Top-Heavy Compensation means an
         ----------------------
         individual's compensation (as determined under Code Section 415(c)(3)) from the Employer for the Plan
         Year, as adjusted pursuant to Section 415(d) of the Code; provided, however, that for purposes of
         determining Key Employees pursuant to Section 12.2(b), Top-Heavy Compensation shall be increased by
         elective contributions under a cafeteria plan (Section 125 of the Code), Pay Deferrals (Sections 401(k)
         and 401(a)(8) of the Code), and contributions to a SEP (Section 402(h)(1)(B) of the Code), and, in the
         case of Employer contributions made pursuant to a salary reduction agreement, increased by contributions
         to a tax-sheltered annuity (Section 403(b) of the Code).

(b)      Key Employee - During any year that the Plan is a Top-Heavy Plan, a Participant who is a Key Employee
         ------------
         within the meaning of Section 416 of the Code, including any Employee, former Employee or Beneficiary of

Page 45

         an Employee or former Employee who at any time during the Plan Year or any of the four (4) preceding
         Plan Years, is or was:

        (i)      an officer of the Employer whose Top Heavy Compensation is greater than 50% of the dollar limitation in
                 effect in Section 415(b)(1)(A) of the Code, provided that Employees described in Section
                 414(q)(8) of the Code shall be excluded;

        (ii)     1 of the 10 Employees having Top Heavy Compensation of more than the dollar limitation in Section
                 415(c)(1)(A) of the Code and owning (or considered as owning within the meaning of Section 318
                 of the Code) one of the largest interests in the Employer, which interest is at least 1/2%;

        (iii)    a five percent (5%) owner of the Employer; or

        (iv)     a one percent (1%) owner of the Employer having Top Heavy Compensation from the Employer of more than
                 $150,000.

         Ownership shall be determined according to Section 416(i)(1)(B) of the Code.  For purposes of (i) above,
no more than 50 Employees (or, if less, the greater of three (3) or ten percent (10%) of the Employees) shall be
treated as officers.  For purposes of (ii) above, if two Employees have the same ownership interest, the Employee
with the higher Top Heavy Compensation shall be treated as having the larger interest.  An Employee or former
Employee who is not a Key Employee shall be a "Non-Key Employee."

(c)      Minimum Contribution - For a Plan Year, the lesser of three percent (3%) of a Participant's compensation
         --------------------
         (within the meaning of Section 415 of the Code) or a percentage of a Participant's compensation equal to
         the percentage at which contributions are made (or required to be made) under the Plan and all other
         plans required to be aggregated under Section 416(g)(2) of the Code, (i.e., each plan maintained by the
         Employer in which a Key Employee is a Participant and all other plans maintained by the Employer which
         enable the plans in which a Key Employee is a Participant to meet the requirements of Section 401(a)(4)
         and Section 410) for the Key Employee for whom such percentage is highest.  The percentage of a Key
         Employee's compensation at which contributions are made shall be determined by dividing the
         contributions for each such employee by so much of his compensation for the Plan Year (including
         Elective Deferrals) as does not exceed $170,000, as adjusted pursuant to Section 401(a)(17)(B) of the
         Code.  Matching Contributions and Elective Deferrals on behalf of a Non-Key Employee shall not be
         considered in determining such Minimum Contribution.

(d)      Top-Heavy Plan - For a Plan Year, a plan that is required in such year to satisfy the requirements of
         --------------
         Section 416 of the Code because the aggregate of the accounts of all Key Employees in the Plan exceeds
         sixty percent (60%) of the aggregate of the accounts of all Participants in the Plan, such determination
         to be made in accordance with the procedures described in Section 416(g) of the Code and the regulations
         thereunder as of the Annual Valuation Date immediately preceding such Plan Year (or in the case of the
         first Plan Year, as of the last day of such Plan Year) (the "Determination Date"), and shall include

Page 46

         distributions made in the last five years.  The account balance of any Participant who has not performed
         any services for the Employer in the last five years shall not be taken into account.  For purposes of
         determining whether the Plan is a Top-Heavy Plan, the Plan shall be aggregated with all other plans
         maintained by the Employer which are required to be aggregated with the Plan in order for the Plan to
         meet the requirements of Sections 401(a)(4) or 410 of the Code, and all other plans maintained by the
         Employer in which a Key Employee is a Participant (the "Required Aggregation Group").  In addition, the
         Plan may also be aggregated with any other plans maintained by the Employer (the "Permissive Aggregation
         Group") so long as such aggregation would not prevent the aggregated group from satisfying the
         requirements of Code Sections 401(a)(4) and 410.

12.3     Allocation of Minimum Contribution - For any year in which the Plan is a Top-Heavy Plan, the Minimum
         ----------------------------------
Contribution as defined in Section 12.2(c) hereof shall be made to the account of each Participant who is a
non-Key Employee, unless the Minimum Contribution for the Participant is made under another defined contribution
plan maintained by the Employer.  Such Minimum Contribution shall be made to the Employer Contribution Account of
each non-Key Employee Participant who has not separated from service on the last day of such Plan Year without
regard to such Participant's Hours of Service during such Plan Year, and without regard to such Participant's
compensation for such Plan Year.  The Employer shall determine under which plan a Participant shall receive the
Minimum Contribution if the Employee is a Participant in more than one plan maintained by the Employer.  Such
Minimum Contribution shall be made without consideration of the Employer's contributions under Section 3111 of
the Code.

                                                    SIGNATURES
                                                    ----------

         IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by its duly authorized
corporate officers as of the date first written above.

                                                     Corporation:

                                                     NATIONAL SERVICE INDUSTRIES, INC.


                                                     By: ___________________________________


ATTEST:

- ----------------------------------


Page 47


                                                    APPENDIX A
                                       FOR ELIGIBLE EMPLOYEES COVERED BY THE
                             COLLECTIVE BARGAINING AGREEMENT WITH IBEW, LOCAL NO. 1853



1.       Eligible Group - Employees covered by the Collective Bargaining Agreement between the Employer and IBEW,
         Local No. 1853.  Employees classified as temporary, casual or seasonal are not eligible to participate.
         This Appendix A reflects the collective bargaining agreement in effect from April 2, 1999 to April 1, 2004
         ("Current CBA").

2.       Early Retirement - Attainment of age 55 and completion of at least 5 Years of Service.


3.       Elective Deferrals - Each Participant may defer up to 15% of his Annual Compensation.


4.       Matching Contributions - Effective, February 1, 1997, it is 30% of first 4% of compensation deferred.


5.       Basic Contributions - Effective, April 1, 2000, under the Current CBA, it is 4.5% of Annual Compensation
         as determined in accordance with rules established by the Plan Administrator.

6.       Vesting Schedule:

              Completed Years of Service             Vested Percentage                  Forfeited Percentage

                Less than 5                                     0%                                 100%
                5 or more                                     100%                                   0%

7.       Loans - Up to 10-year principal residence loans will be permitted with adequate security and if one loan
         is a principal residence loan, two loans may be outstanding at one time.

8.       Hardship Withdrawals - Not permitted.






Page 48
                                                    APPENDIX B
                                       FOR ELIGIBLE EMPLOYEES COVERED BY THE
                                    COLLECTIVE BARGAINING AGREEMENT WITH AFGWU
                                             LOCAL NOS. 4, 105 and 525



1.       Eligible Group - Employees covered by the Collective Bargaining Agreement between the Employer and
         AFGWU, Local Nos. 4, 105 and 525.  Employees classified as temporary, casual or seasonal are not eligible to
         participate.  This Appendix A reflects the collective bargaining agreement in effect from August 3, 1998 to
         August 5, 2002  ("Current CBA").

2.       Early Retirement - Attainment of age 55 and completion of at least 5 Years of Service.

3.       Elective Deferrals - Each Participant may defer up to 15% of his Annual Compensation.

4.       Matching Contributions - Effective, September 1, 1998, under the Current CBA, it is 25% of first 6% of
         compensation deferred.

5.       Basic Contributions - Effective, September 1, 2000, under the Current CBA, it is 5% of Annual
         Compensation as determined in accordance with rules established by the Plan Administrator.

6.       Vesting Schedule:

               Completed Years of Service            Vested Percentage                  Forfeited Percentage

                 Less than 5                                    0%                                 100%
                 5 or more                                    100%                                   0%

7.       Loans - Up to 10-year principal residence loans will be permitted with adequate security and if one loan
         is a principal residence loan, two loans may be outstanding at one time.

8.       Hardship Withdrawals - Not permitted.







Page 49


                                                    APPENDIX C
                                       FOR ELIGIBLE EMPLOYEES COVERED BY THE
                             COLLECTIVE BARGAINING AGREEMENT WITH UAW, LOCAL NO. 1876


1.       Eligible Group - Employees covered by the Collective Bargaining Agreement between the Employer and UAW,
         Local No. 1876.  Employees classified as temporary, casual or seasonal are not eligible to participate.  This
         Appendix A reflects the collective bargaining agreement in effect from May 3, 1999 to May 4, 2003 ("Current CBA").

2.       Early Retirement - Attainment of age 55 and completion of at least 5 Years of Service.

3.       Elective Deferrals - Each Participant may defer up to 15% of his Annual Compensation.

4.       Matching Contributions - Effective, May 1, 1999, under the Current CBA, it is 25% of first 6% of
         compensation deferred.

5.       Basic Contributions - Effective, May 1, 1999, under the Current CBA, it is 4.5% of Annual Compensation
         as determined in accordance with rules established by the Plan Administrator.

6.       Vesting Schedule:

         Completed Years of Service                        Vested Percentage            Forfeited Percentage

         Less than 5                                            0%                                 100%
         5 or more                                            100%                                   0%

7.       Loans - Up to 10-year principal residence loans will be permitted with adequate security and if one loan
         is a principal residence loan, two loans may be outstanding at one time.

8.       Hardship Withdrawals - Not permitted.

EX-23

Exhibit 23

                                     CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                     -----------------------------------------



As independent public accountants, we hereby consent to the incorporation by reference in this Registration
Statement of our report dated October 9, 2000, included in the Annual Report on Form 10-K of National Service
Industries, Inc. for the fiscal year ended August 31, 2000 and to all references to our firm included in this
Registration Statement.



                                                    /s/Arthur Andersen LLP


Atlanta, Georgia
March 19, 2001

EX-24

                                                                                                         Exhibit 24


                                                 POWER OF ATTORNEY
                                                 -----------------




         KNOW ALL MEN BY THESE  PRESENTS,  that the undersigned  hereby  constitutes and appoints KENYON MURPHY and
BROCK HATTOX,  and  each of them  individually,  his  true  and  lawful  attorneys-in-fact  (with  full  power  of
substitution  and  resubstitution)  to act for him in his name,  place,  and stead in his capacity as a director or
officer of National  Service  Industries,  Inc., to execute and file a  Registration  Statement on Form S-8 for the
$1.00 par value  National  Service  Industries,  Inc.  Common Stock and plan  interests to be offered in connection
with the the  Holophane  Division of  Lithonia  Lighting  Group  Retirement  and 401(k)  Plan for Hourly  Employees
Employees  Covered by a Collective  Bargaining  Agreement,  and any and all amendments  thereto,  with any exhibits
thereto, and other documents in connection  therewith,  with the U.S. Securities and Exchange Commission,  granting
unto said  attorneys-in-fact,  and each of them  individually,  full power and authority to do and perform each and
every act and thing  requisite and  necessary to be done in the  premises,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying  and  confirming  all that said  attorneys-in-fact  or either of
them, or their substitutes, may lawfully do or cause to be done by virtue hereof.





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




Dated:    March 19, 2001





                                                                                                         Exhibit 24


                                                 POWER OF ATTORNEY
                                                 -----------------




         KNOW ALL MEN BY THESE  PRESENTS,  that the undersigned  hereby  constitutes and appoints KENYON MURPHY and
BROCK HATTOX,  and  each of them  individually,  his  true  and  lawful  attorneys-in-fact  (with  full  power  of
substitution  and  resubstitution)  to act for him in his name,  place,  and stead in his capacity as a director or
officer of National  Service  Industries,  Inc., to execute and file a  Registration  Statement on Form S-8 for the
$1.00 par value  National  Service  Industries,  Inc.  Common Stock and plan  interests to be offered in connection
with the the  Holophane  Division of  Lithonia  Lighting  Group  Retirement  and 401(k)  Plan for Hourly  Employees
Employees  Covered by a Collective  Bargaining  Agreement,  and any and all amendments  thereto,  with any exhibits
thereto, and other documents in connection  therewith,  with the U.S. Securities and Exchange Commission,  granting
unto said  attorneys-in-fact,  and each of them  individually,  full power and authority to do and perform each and
every act and thing  requisite and  necessary to be done in the  premises,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying  and  confirming  all that said  attorneys-in-fact  or either of
them, or their substitutes, may lawfully do or cause to be done by virtue hereof.





                                                                /s/ L. M. Baker
                                                                ------------------
                                                                L.M. Baker




Dated:    March 19, 2001




                                                                                                         Exhibit 24


                                                 POWER OF ATTORNEY
                                                 -----------------




         KNOW ALL MEN BY THESE  PRESENTS,  that the undersigned  hereby  constitutes and appoints KENYON MURPHY and
BROCK HATTOX,  and  each of them  individually,  his  true  and  lawful  attorneys-in-fact  (with  full  power  of
substitution  and  resubstitution)  to act for him in his name,  place,  and stead in his capacity as a director or
officer of National  Service  Industries,  Inc., to execute and file a  Registration  Statement on Form S-8 for the
$1.00 par value  National  Service  Industries,  Inc.  Common Stock and plan  interests to be offered in connection
with the the  Holophane  Division of  Lithonia  Lighting  Group  Retirement  and 401(k)  Plan for Hourly  Employees
Employees  Covered by a Collective  Bargaining  Agreement,  and any and all amendments  thereto,  with any exhibits
thereto, and other documents in connection  therewith,  with the U.S. Securities and Exchange Commission,  granting
unto said  attorneys-in-fact,  and each of them  individually,  full power and authority to do and perform each and
every act and thing  requisite and  necessary to be done in the  premises,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying  and  confirming  all that said  attorneys-in-fact  or either of
them, or their substitutes, may lawfully do or cause to be done by virtue hereof.





                                                                /s/ Peter C. Browning
                                                                -----------------------
                                                                Peter C. Browning




Dated:    March 19, 2001




                                                                                                         Exhibit 24


                                                 POWER OF ATTORNEY
                                                 -----------------




         KNOW ALL MEN BY THESE  PRESENTS,  that the undersigned  hereby  constitutes and appoints KENYON MURPHY and
BROCK HATTOX,  and  each of them  individually,  his  true  and  lawful  attorneys-in-fact  (with  full  power  of
substitution  and  resubstitution)  to act for him in his name,  place,  and stead in his capacity as a director or
officer of National  Service  Industries,  Inc., to execute and file a  Registration  Statement on Form S-8 for the
$1.00 par value  National  Service  Industries,  Inc.  Common Stock and plan  interests to be offered in connection
with the the  Holophane  Division of  Lithonia  Lighting  Group  Retirement  and 401(k)  Plan for Hourly  Employees
Employees  Covered by a Collective  Bargaining  Agreement,  and any and all amendments  thereto,  with any exhibits
thereto, and other documents in connection  therewith,  with the U.S. Securities and Exchange Commission,  granting
unto said  attorneys-in-fact,  and each of them  individually,  full power and authority to do and perform each and
every act and thing  requisite and  necessary to be done in the  premises,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying  and  confirming  all that said  attorneys-in-fact  or either of
them, or their substitutes, may lawfully do or cause to be done by virtue hereof.





                                                             /s/ Thomas C. Gallagher
                                                             -------------------------
                                                             Thomas C. Gallagher




Dated:    March 19, 2001





                                                                                                         Exhibit 24


                                                 POWER OF ATTORNEY
                                                 -----------------




         KNOW ALL MEN BY THESE  PRESENTS,  that the undersigned  hereby  constitutes and appoints KENYON MURPHY and
BROCK HATTOX,  and  each of them  individually,  his  true  and  lawful  attorneys-in-fact  (with  full  power  of
substitution  and  resubstitution)  to act for him in his name,  place,  and stead in his capacity as a director or
officer of National  Service  Industries,  Inc., to execute and file a  Registration  Statement on Form S-8 for the
$1.00 par value  National  Service  Industries,  Inc.  Common Stock and plan  interests to be offered in connection
with the the  Holophane  Division of  Lithonia  Lighting  Group  Retirement  and 401(k)  Plan for Hourly  Employees
Employees  Covered by a Collective  Bargaining  Agreement,  and any and all amendments  thereto,  with any exhibits
thereto, and other documents in connection  therewith,  with the U.S. Securities and Exchange Commission,  granting
unto said  attorneys-in-fact,  and each of them  individually,  full power and authority to do and perform each and
every act and thing  requisite and  necessary to be done in the  premises,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying  and  confirming  all that said  attorneys-in-fact  or either of
them, or their substitutes, may lawfully do or cause to be done by virtue hereof.





                                                                   /s/ David Levy
                                                                   ------------------
                                                                   David Levy




Dated:    March 19, 2001





                                                                                                         Exhibit 24


                                                 POWER OF ATTORNEY
                                                 -----------------




         KNOW ALL MEN BY THESE  PRESENTS,  that the undersigned  hereby  constitutes and appoints KENYON MURPHY and
BROCK HATTOX,  and  each of them  individually,  his  true  and  lawful  attorneys-in-fact  (with  full  power  of
substitution  and  resubstitution)  to act for him in his name,  place,  and stead in his capacity as a director or
officer of National  Service  Industries,  Inc., to execute and file a  Registration  Statement on Form S-8 for the
$1.00 par value  National  Service  Industries,  Inc.  Common Stock and plan  interests to be offered in connection
with the the  Holophane  Division of  Lithonia  Lighting  Group  Retirement  and 401(k)  Plan for Hourly  Employees
Employees  Covered by a Collective  Bargaining  Agreement,  and any and all amendments  thereto,  with any exhibits
thereto, and other documents in connection  therewith,  with the U.S. Securities and Exchange Commission,  granting
unto said  attorneys-in-fact,  and each of them  individually,  full power and authority to do and perform each and
every act and thing  requisite and  necessary to be done in the  premises,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying  and  confirming  all that said  attorneys-in-fact  or either of
them, or their substitutes, may lawfully do or cause to be done by virtue hereof.





                                                                   /s/ Sam Nunn
                                                                   ----------------
                                                                   Sam Nunn




Dated:    March 19, 2001





                                                                                                         Exhibit 24


                                                 POWER OF ATTORNEY
                                                 -----------------




         KNOW ALL MEN BY THESE  PRESENTS,  that the undersigned  hereby  constitutes and appoints KENYON MURPHY and
BROCK HATTOX,  and  each of them  individually,  his  true  and  lawful  attorneys-in-fact  (with  full  power  of
substitution  and  resubstitution)  to act for him in his name,  place,  and stead in his capacity as a director or
officer of National  Service  Industries,  Inc., to execute and file a  Registration  Statement on Form S-8 for the
$1.00 par value  National  Service  Industries,  Inc.  Common Stock and plan  interests to be offered in connection
with the the  Holophane  Division of  Lithonia  Lighting  Group  Retirement  and 401(k)  Plan for Hourly  Employees
Employees  Covered by a Collective  Bargaining  Agreement,  and any and all amendments  thereto,  with any exhibits
thereto, and other documents in connection  therewith,  with the U.S. Securities and Exchange Commission,  granting
unto said  attorneys-in-fact,  and each of them  individually,  full power and authority to do and perform each and
every act and thing  requisite and  necessary to be done in the  premises,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying  and  confirming  all that said  attorneys-in-fact  or either of
them, or their substitutes, may lawfully do or cause to be done by virtue hereof.





                                                               /s/ Roy Richards, Jr.
                                                               -----------------------
                                                               Roy Richards, Jr.




Dated:    March 19, 2001





                                                                                                         Exhibit 24


                                                 POWER OF ATTORNEY
                                                 -----------------




         KNOW ALL MEN BY THESE  PRESENTS,  that the undersigned  hereby  constitutes and appoints KENYON MURPHY and
BROCK HATTOX,  and  each of them  individually,  his  true  and  lawful  attorneys-in-fact  (with  full  power  of
substitution  and  resubstitution)  to act for him in his name,  place,  and stead in his capacity as a director or
officer of National  Service  Industries,  Inc., to execute and file a  Registration  Statement on Form S-8 for the
$1.00 par value  National  Service  Industries,  Inc.  Common Stock and plan  interests to be offered in connection
with the the  Holophane  Division of  Lithonia  Lighting  Group  Retirement  and 401(k)  Plan for Hourly  Employees
Employees  Covered by a Collective  Bargaining  Agreement,  and any and all amendments  thereto,  with any exhibits
thereto, and other documents in connection  therewith,  with the U.S. Securities and Exchange Commission,  granting
unto said  attorneys-in-fact,  and each of them  individually,  full power and authority to do and perform each and
every act and thing  requisite and  necessary to be done in the  premises,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying  and  confirming  all that said  attorneys-in-fact  or either of
them, or their substitutes, may lawfully do or cause to be done by virtue hereof.





                                                                /s/ Ray M. Robinson
                                                                ---------------------
                                                                Ray M. Robinson




Dated:    March 19, 2001






                                                                                                         Exhibit 24


                                                 POWER OF ATTORNEY
                                                 -----------------




         KNOW ALL MEN BY THESE  PRESENTS,  that the undersigned  hereby  constitutes and appoints KENYON MURPHY and
BROCK HATTOX,  and  each of them  individually,  her  true  and  lawful  attorneys-in-fact  (with  full  power  of
substitution  and  resubstitution)  to act for her in her name,  place,  and stead in her capacity as a director or
officer of National  Service  Industries,  Inc., to execute and file a  Registration  Statement on Form S-8 for the
$1.00 par value  National  Service  Industries,  Inc.  Common Stock and plan  interests to be offered in connection
with the the  Holophane  Division of  Lithonia  Lighting  Group  Retirement  and 401(k)  Plan for Hourly  Employees
Employees  Covered by a Collective  Bargaining  Agreement,  and any and all amendments  thereto,  with any exhibits
thereto, and other documents in connection  therewith,  with the U.S. Securities and Exchange Commission,  granting
unto said  attorneys-in-fact,  and each of them  individually,  full power and authority to do and perform each and
every act and thing  requisite and  necessary to be done in the  premises,  as fully to all intents and purposes as
she might or could do in person,  hereby  ratifying and  confirming  all that said  attorneys-in-fact  or either of
them, or their substitutes, may lawfully do or cause to be done by virtue hereof.





                                                             /s/ Kathy Brittain White
                                                             --------------------------
                                                             Kathy Brittain White




Dated:    March 19, 2001



                                                                                                         Exhibit 24


                                                 POWER OF ATTORNEY
                                                 -----------------




         KNOW ALL MEN BY THESE  PRESENTS,  that the undersigned  hereby  constitutes and appoints KENYON MURPHY and
BROCK HATTOX,  and  each of them  individually,  his  true  and  lawful  attorneys-in-fact  (with  full  power  of
substitution  and  resubstitution)  to act for him in his name,  place,  and stead in his capacity as a director or
officer of National  Service  Industries,  Inc., to execute and file a  Registration  Statement on Form S-8 for the
$1.00 par value  National  Service  Industries,  Inc.  Common Stock and plan  interests to be offered in connection
with the the  Holophane  Division of  Lithonia  Lighting  Group  Retirement  and 401(k)  Plan for Hourly  Employees
Employees  Covered by a Collective  Bargaining  Agreement,  and any and all amendments  thereto,  with any exhibits
thereto, and other documents in connection  therewith,  with the U.S. Securities and Exchange Commission,  granting
unto said  attorneys-in-fact,  and each of them  individually,  full power and authority to do and perform each and
every act and thing  requisite and  necessary to be done in the  premises,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying  and  confirming  all that said  attorneys-in-fact  or either of
them, or their substitutes, may lawfully do or cause to be done by virtue hereof.





                                                               /s/ Barrie A. Wigmore
                                                               ------------------------
                                                               Barrie A. Wigmore




Dated:    March 19, 2001





                                                                                                         Exhibit 24


                                                 POWER OF ATTORNEY
                                                 -----------------




         KNOW ALL MEN BY THESE  PRESENTS,  that the undersigned  hereby  constitutes and appoints KENYON MURPHY and
BROCK HATTOX,  and  each of them  individually,  his  true  and  lawful  attorneys-in-fact  (with  full  power  of
substitution  and  resubstitution)  to act for him in his name,  place,  and stead in his capacity as a director or
officer of National  Service  Industries,  Inc., to execute and file a  Registration  Statement on Form S-8 for the
$1.00 par value  National  Service  Industries,  Inc.  Common Stock and plan  interests to be offered in connection
with the the  Holophane  Division of  Lithonia  Lighting  Group  Retirement  and 401(k)  Plan for Hourly  Employees
Employees  Covered by a Collective  Bargaining  Agreement,  and any and all amendments  thereto,  with any exhibits
thereto, and other documents in connection  therewith,  with the U.S. Securities and Exchange Commission,  granting
unto said  attorneys-in-fact,  and each of them  individually,  full power and authority to do and perform each and
every act and thing  requisite and  necessary to be done in the  premises,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying  and  confirming  all that said  attorneys-in-fact  or either of
them, or their substitutes, may lawfully do or cause to be done by virtue hereof.





                                                                /s/ Neil Williams
                                                                --------------------
                                                                Neil Williams




Dated:    March 19, 2001