Amendment No. 2 To Nonemployee Director Stock Option Plan

Exhibit 10(iii)A(c)

AMENDMENT NO. 2

TO

ACUITY BRANDS, INC. 2001 NONEMPLOYEE DIRECTORS'

STOCK OPTION PLAN

THIS AMENDMENT made as of the 19th day of December, 2006, 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 hereby amended to modifying current Sections 5.1 and 5.2 to read as follows: " ...