Retirement Program Change, James Heagle



 EXHIBIT 10(iii)A3 
  
 June 20, 2003 
  
 James H. Heagle 
 Executive Vice President 
 Acuity Brands, Inc. 
 1170 Peachtree Street, NE 
 Suite 2400 
 Atlanta, GA 30309 
  
 Dear Jim: 
  
 Acuity Brands recently undertook a review of its retirement programs and, as a result of that review, a number of changes to
the plans covering employees at the corporate office were implemented on January 1, 2003. This letter provides an overview of the changes that affect you. 
  
 The 401(k) Plan covering corporate office employees was changed effective January 1, 2003, in a number of respects: 
  

	 	•	 	For administrative and compliance purposes, the 401(k) Plan was combined with the Acuity Lighting Group 401(k) Plan. The resulting plan, called the Acuity Brands, Inc. 401(k) Plan,
is substantially the same as the current plan. To facilitate this merger, there was a short “blackout period,” described on Exhibit A. 

  

	 	•	 	Matching contributions were increased to 60% of the participant’s deferrals up to 6% of compensation (a total match of 3.6% or a 20% increase over the current plan).


  

	 	•	 	Vesting in the Company’s matching contributions will be based upon the period from your date of hire to your date of termination rather than hours of service worked each
calendar year, but in no event will a current participant receive fewer years of service than under the prior rules. 

  

	 	•	 	The minimum hardship withdrawal will be reduced to $500 from $1,000. 

  
 Except for the changes outlined above, the combined 401(k) Plan will operate in the same manner as the plan in which you currently participate, including employee
deferrals, investment options and changes, payouts and loan rules. 







 James H. Heagle 
 June 20,
2003 
 Page 2 
  
 With respect to the Acuity Brands, Inc. Pension Plan, the defined benefit pension plan that covers corporate office employees: 
  

	 	•	 	Benefit accruals under the Pension Plan ceased effective as of December 31, 2002, and no compensation earned or service credited after that date will count under the plan (see
attached Notice of Cessation of Benefit Accruals). 

  

	 	•	 	Your accrued benefit in the Pension Plan (if any) will be paid to you after you terminate employment in accordance with the terms of the plan. 

  
 You are currently a participant in the Acuity Brands, Inc. Supplemental
Retirement Plan for Executives (“Current SERP”). As you are aware, your participation in the Current SERP will cease effective as of December 31, 2002, contingent upon your waiver of the benefits due you under that plan, at which time you
will become a participant in the Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan (“New SERP”). As shown on Exhibit B attached hereto, your benefits are greater under the New SERP than under the Current SERP. 
  
 Please indicate your waiver of benefits under the Current SERP and your
acceptance of benefits under the New SERP, effective as of December 31, 2002, by signing and dating both copies of this letter in the space provided below. Please return one copy of the signed letter to Helen Haines at the Peachtree office at your
earliest convenience, but no later than July 1, 2003. 
  
 If you
have any questions concerning these plan changes, please contact Jane Struble at 770-860-3545. 
  

	 Very truly yours,

	
	 /s/ Larry Miller         


	 Larry Miller



  

	 J. H. Heagle


	James H. Heagle
	
	 6-23-03


	Date








 EXHIBIT A 
  

ACUITY BRANDS, INC. 
 401(K) PLAN

  
 TRANSITION PERIOD AND BLACKOUT PERIOD

  
 DECEMBER 20TH—Last day to submit distribution paperwork to Acuity Brands. 
  
 DECEMBER 30TH—Up to 4 p.m. ET—Last day to make any of the following transactions until blackout period is over: 
  

	 	•	 	Change your contribution percentage 

  

	 	•	 	Request a loan 

  

	 	•	 	Make changes to future investment elections 

  

	 	•	 	Transfer balances among investment funds 

  
 During this period participants will still be able to view their account balances; however, no transaction can be made. 
  
 JANUARY 1, 2003—Plan accounts transferred to merged 401(k) Plan. At this point,
accounts will no longer be available for viewing until blackout is over. 
  
 JANUARY 4, 2003—Blackout over and participants have access to their account for all purposes. 







 Exhibit B 
 SERP Benefit Comparison 
 James H. Heagle 
  

	 Present Value of Benefits at January 1, 2003
	  	 
	 Current SERP
	  	243,200
	 Plan C Benefit Loss
	  	56,897
	 EDCP Match Loss
	  	7,100
	 	  	

	 Total Current Plans
	  	307,197
	 New SERP
	  	396,100
	 	  	

	 Decrease in Benefits
	  	NA