Deferred Savings Plan, Amend 2

EXHIBIT 10(iii)A8


AMENDMENT NO. 2

TO ACUITY BRANDS, INC.

SUPPLEMENTAL DEFERRED SAVINGS PLAN


THIS AMENDMENT made as of the 1st day of January, 2003, by ACUITY BRANDS, INC. (the " Company" );


WITNESSETH :


WHEREAS, the Company maintains the Acuity Brands, Inc. Supplemental Deferred Savings Plan (the " Plan" ); and

WHEREAS, the Company now desires to amend the Plan to provide for the crediting of deferrals of Shares of Restricted Stock granted under the Acuity Brands, Inc. Long-Term Incentive Plan;


NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the Plan is hereby amended as follows:


1.


Section 2.7 is hereby amended by adding the words " or Deferred Vested Value Subaccount" in the second line of the present section after the word " Subaccount."


2.

Section 4.1 is hereby amended by adding the following new subsection (f) to the end of the presen ...