AMENDMENT No. 2 TO ACUITY BRANDS, INC AMENDED AND RESTATED SEVERANCE AGREEMENT

EXHIBIT 10(iii)A(2)

AMENDMENT No. 2

TO

ACUITY BRANDS, INC

AMENDED AND RESTATED SEVERANCE AGREEMENT

THIS AMENDMENT made and entered into as of the 29 ^th day of September, 2006, by and between ACUITY BRANDS, INC. (the “Company”) and VERNON J. NAGEL (“Executive”);

W I T N E S S E T H

WHEREAS, the Company and Executive entered into an Amended and Restated Severance Agreement, dated as of January 20, 2004 (“Severance Agreement”), providing for the payment of certain compensation and benefits to Executive if Executive’s employment is terminated under certain circumstances; and

WHEREAS, the parties now desire to amend the Severance Agreement in the manner hereinafter provided;

NOW, THEREFORE, the Severance Agreement is hereby amended, as follows:

1.

Section 4.3 is hereby amended by deleting the present section in its entirety and substituting the following in lieu thereof: