Amend 1, Supp Deferred Savings Plan

EXHIBIT 10(iii)A(2) AMENDMENT NO. 1 TO ACUITY BRANDS, INC. SUPPLEMENTAL DEFERRED SAVINGS PLAN THIS AMENDMENT made as of the 2nd day of October, 2002, by ACUITY BRANDS, INC. (the " Company" ); W I T N E S S E T H WHEREAS, the Company maintains the Acuity Brands, Inc. Supplemental Deferred Savings Plan (the " Plan" ); and WHEREAS, based upon a review of the retirement programs the Company provides to its employees, the Company has decided effective December 31, 2002, to freeze the Acuity Brands, Inc. Pension Plan (" Pension Plan" ) and to increase the Matching Contribution to the Acuity Brands, Inc. 401(k) Plan for Corporate Employees; and WHEREAS, the aggregate annual retirement benefits of certain Plan Participants may be decreased as a result of the freeze of the Pension Plan and the Company desires to provide for supplemental contributions to the Plan to make-up for such potential loss of benefits for certain Participants; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the Plan is hereby amended as follows: 1. Article IV is hereby amended by adding a new Section 4.1A after current Section 4.1, as follows: " 4.1A Make-Up Contribution Credit For Pension Plan Participants (a) In General- Commencing January 1, 2003, the Company shall for each Plan Year during the Make-Up Contribution Period (as defined in subsection (b) below) for each Pension Plan Participant (as defined in subsection (d) below) make a Make-Up Contribution credit (determined in accordance with subsection (b) below) for the benefit of such Pension Plan Participant. The Make-Up Contribution for each Plan Year shall be credited to the Pension Plan Participant' s Make-Up Contribution Subaccount. The Make-Up Contribution Subaccount shall become vested in accordance with the following schedule:

Completed Years of Service Vested Participants Forfeited Percentage Less than 5 years 0 100% 5 or more years 100% 0% The Make-Up Contribution Subaccount shall be credited with interest at the Prime Rate on each Annual Valuation Date based upon the amount credited to such Subaccount as of the preceding Annual Valuation Date and at such other times, if any, as may be determined by the Plan Administrator. The vested Make-up Contribution Subaccount shall be distributed in accordance with Section 4.3(a)(iii)(A) if the Pension Plan Participant terminates prior to age 55 and in accordance with Section 4.3(b) in the same manner as a Supplemental Subaccount if the Pension Plan Participant terminates on or after attaining age 55. The Make-Up Contribution for each Plan Year shall be credited on the last day of the Plan Year, unless the Employer elects to make such credit on an earlier date. In order to be eligible to receive the Make-Up Contribution credit for the Plan Year, the Pension Plan Participant must be actively employed on the last day of the Plan Year and complete a Year of Service for such year. Any forfeiture of the credits to a Pension Plan Participant' s Make-Up Contribution Account shall be used to reduce future make-up contribution credits. (b) Amount of Make-Up Contribution Credit- The Make-Up Contribution credit for a Pension Plan Participant for the Plan Year shall be equal to the Present Value determined as of January 1, 2003 of the Annual Benefit Loss of the Pension Plan Participant divided by the number of years in the Make-Up Contribution Period, adjusted by the Discount Percentage. The Annual Benefit Loss for a Pension Plan Participant is the difference between (A) the aggregate annual retirement benefit (based upon the assumptions in subsection (b)(ii) below) the Pension Plan Participant was projected to receive at age 62 assuming that the Pension Plan and the 401(k) Plan (as defined in subsection (d) below) continued in operation in accordance with their terms as in effect on December 31, 2002, and (B) the aggregate annual retirement benefit (based upon the assumptions in subsection (b)(ii) below) the Pension Plan Participant is projected to receive at age 62 assuming that the Pension Plan is frozen at January 1, 2003 and the 401(k) Plan is amended effective January 1, 2003 to provide for a match of 60% on Elective Deferrals up to 6% of the Participant' s Annual Compensation. The Pension Plan Participant' s Make-Up Contribution Period is the period commencing January 1, 2003 and ending on the last day of the Plan Year in which the Pension Plan Participant attains age 62. The

Present Value of the Annual Benefit Loss shall be determined by taking the amount of the Annual Benefit Loss on the date the Pension Plan Participant attai ...