Amendment No. 1 To Nonemployee Stock Option Plan

AMENDMENT NO. 1
TO
ACUITY BRANDS, INC. 2001 NONEMPLOYEE DIRECTORS'
STOCK OPTION PLAN


THIS AMENDMENT made as of the 20th day of December, 2001, by ACUITY BRANDS, INC. (the "Company"):


W I T N E S S E T H


WHEREAS, the Company has previously established the Acuity Brands, Inc. 2001 Nonemployee Directors' Stock Option Plan ("Plan") to provide nonemployee directors an opportunity to purchase stock in the Company; and


WHEREAS, the Company now desires to amend the Plan in the manner provided below;


NOW, THEREFORE, the Plan is hereby amended as follows:


1.


Section 5 of the Plan is hereb ...